<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
________________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-8974
AlliedSignal Inc.
- --------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2640650
- ---------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
- ---------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
(201)455-2000
- -------------------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
- -------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
-------- --------
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Outstanding at
Class of Common Stock March 31, 1996
- --------------------- ------------------
$1 par value 282,767,465 shares
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AlliedSignal Inc.
Index
-----
Page No.
--------
Part I. - Financial Information
Item 1. Condensed Financial Statements:
Consolidated Balance Sheet -
March 31, 1996 and December 31, 1995 3
Consolidated Statement of Income -
Three Months Ended March 31, 1996 and 1995 4
Consolidated Statement of Cash Flows -
Three Months Ended March 31, 1996 and 1995 5
Notes to Financial Statements 6
Report on Review by Independent
Accountants 7
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations 8
Part II. - Other Information
Item 4. Submission of Matters to a Vote of
Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 14
2
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AlliedSignal Inc.
Consolidated Balance Sheet
(Unaudited)
March 31, December 31,
1996 1995
------------ -------------
(Dollars in millions)
ASSETS
Current Assets:
Cash and cash equivalents $ 558 $ 540
Accounts and notes receivable - net
(Note 2) 1,832 1,751
Inventories - net (Note 3) 2,123 1,991
Other current assets 608 608
------- -------
Total current assets 5,121 4,890
Investments and long-term receivables 460 479
Property, plant and equipment 9,876 9,785
Accumulated depreciation and
amortization (5,187) (5,043)
Cost in excess of net assets of
acquired companies - net 1,556 1,572
Other assets 796 782
------ ------
Total assets $12,622 $12,465
======= =======
LIABILITIES
Current Liabilities:
Accounts payable $ 1,400 $ 1,385
Short-term borrowings 76 397
Commercial Paper 626 58
Current maturities of long-term debt 96 189
Accrued liabilities 1,781 1,775
------- -------
Total current liabilities 3,979 3,804
Long-term debt 1,344 1,366
Deferred income taxes 520 551
Postretirement benefit obligations
other than pensions 1,853 1,864
Other liabilities 1,235 1,288
SHAREOWNERS' EQUITY
Capital - common stock issued 358 358
- additional paid-in capital 2,508 2,489
Common stock held in treasury, at cost (1,754) (1,658)
Cumulative translation adjustment 36 61
Unrealized holding gain on equity securities 27 27
Retained earnings 2,516 2,315
------ ------
Total shareowners' equity 3,691 3,592
------ ------
Total liabilities and shareowners' equity $12,622 $12,465
======= =======
Notes to Financial Statements are an integral part of this statement.
3
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AlliedSignal Inc.
Consolidated Statement of Income
(Unaudited)
Three Months Ended
March 31
--------
1996 1995
---- ----
(Dollars in millions except
per share amounts)
Net sales $3,778 $3,419
------ ------
Cost of goods sold 3,012 2,747
Selling, general and
administrative expenses 401 358
------ ------
Total costs and expenses 3,413 3,105
------ ------
Income from operations 365 314
Equity in income of affiliated companies 27 49
Other income (expense) -- (19)
Interest and other financial charges (50) (41)
------ ------
Income before taxes on income 342 303
Taxes on income 117 105
------ ------
Net income $ 225 $ 198
====== ======
Earnings per share of common
stock (Note 4) $ .80 $ .70
====== ======
Cash dividends per share of
common stock $.225 $.195
===== =====
Notes to Financial Statements are an integral part of this statement.
4
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AlliedSignal Inc.
Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended
March 31
------------------
1996 1995
---- ----
(Dollars in millions)
Cash flows from operating activities:
Net income $ 225 $ 198
Adjustments to reconcile net income to net
cash flows from operating activities:
Depreciation and amortization (includes goodwill) 168 152
Undistributed earnings of equity affiliates 4 (22)
Deferred taxes 14 40
(Increase) in accounts and notes receivable (77) (152)
(Increase) in inventories (129) (124)
(Increase) in other current assets (4) (16)
Increase(decrease) in accounts payable 21 (27)
Increase in accrued liabilities 1 101
Other (167) (50)
----- -----
Net cash flow provided by operating activities 56 100
----- -----
Cash flows from investing activities:
Expenditures for property, plant and equipment (180) (145)
Proceeds from disposals of property, plant and
equipment 55 20
(Increase) in other investments (3) --
Cash paid for acquisitions - net (41) 31
Proceeds from sales of businesses 59 --
----- -----
Net cash flow (used for) investing activities (110) (94)
----- -----
Cash flows from financing activities:
Net increase in commercial paper 568 89
Net increase(decrease) in short-term borrowings (315) 3
Proceeds from issuance of common stock 62 20
Proceeds from issuance of long-term debt 5 --
Payments of long-term debt (48) (59)
Repurchases of common stock (135) (1)
Cash dividends on common stock (65) (54)
----- -----
Net cash flow provided by (used for)
financing activities 72 (2)
----- -----
Net increase in cash and cash equivalents 18 4
Cash and cash equivalents at beginning of year 540 508
----- -----
Cash and cash equivalents at end of period $ 558 $ 512
===== =====
Notes to Financial Statements are an integral part of this statement.
5
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AlliedSignal Inc.
Notes to Financial Statements
(Unaudited)
(Dollars in Millions)
Note 1. In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments,
consisting only of normal adjustments, necessary to present fairly
the financial position of AlliedSignal Inc. and its consolidated
subsidiaries at March 31, 1996 and the results of operations and the
changes in cash flows for the three months ended March 31, 1996 and
1995. The results of operations for the three-month period ended
March 31, 1996 should not necessarily be taken as indicative of the
results of operations that may be expected for the entire year 1996.
The financial information as of March 31, 1996 should be read in
conjunction with the financial statements contained in the Company's
Form 10-K Annual Report for 1995.
Note 2. Accounts and notes receivable consist of the following:
March 31, December 31,
1996 1995
---------- --------------
Trade $1,613 $1,477
Other 252 308
------ ------
1,865 1,785
Less-Allowance for doubtful
accounts and refunds (33) (34)
------ ------
$1,832 $1,751
====== ======
Note 3. Inventories are valued at the lower of cost or market using
the last-in, first-out (LIFO) method for certain qualifying domestic
inventories and the first-in, first-out (FIFO) or the average cost
method for other inventories.
Inventories consist of the following:
March 31, December 31,
1996 1995
---------- --------------
Raw materials $ 649 $ 650
Work in process 836 769
Finished products 814 747
Supplies and containers 96 98
------ ------
2,395 2,264
Less - Progress payments (152) (145)
Reduction to LIFO cost basis (120) (128)
------ ------
$2,123 $1,991
====== ======
Note 4. Based on the weighted average number of shares outstanding
during each period, as follows: 1996, 282,850,453 shares, and 1995,
283,765,137 shares. No dilution results from outstanding common
stock equivalents.
6
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Report on Review by Independent Accountants
-------------------------------------------
To the Board of Directors
of AlliedSignal Inc.
We have reviewed the accompanying consolidated balance sheet of
AlliedSignal Inc. and its subsidiaries as of March 31, 1996, and the
consolidated statements of income and of cash flows for the three-
month periods ended March 31, 1996 and 1995. This financial
information is the responsibility of the Company's management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the financial information referred to above
for it to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December
31, 1995, and the related consolidated statements of income, of
retained earnings, and of cash flows for the year then ended (not
presented herein); and in our report dated February 1, 1996 we expressed
an unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying consolidated
balance sheet information as of December 31, 1995, is fairly stated, in
all material respects, in relation to the consolidated balance sheet from
which it has been derived.
Price Waterhouse LLP
4 Headquarters Plaza North
Morristown, NJ 07962
April 22, 1996
7
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Results of Operations
---------------------
First Quarter 1996 Compared with First Quarter 1995
- ---------------------------------------------------
Net sales in the first quarter of 1996 totaled $3.8 billion, an
increase of $359 million, or 11%, compared with the first quarter of
last year. Of this increase, $220 million reflects the
consolidation of recent acquisitions offset in part by a $31 million
reduction for disposed businesses, $154 million was due to higher
sales volume and $16 million was due to higher prices.
Aerospace sales increased $158 million, or 14%. Equipment
Systems showed strong sales growth with gains across all product
lines, driven by aftermarket strength. The acquisition of a
majority interest in SECAN, a European supplier of aircraft heat
exchange equipment, in July 1995 also contributed to Equipment
Systems higher sales. Engines had higher aftermarket sales volumes
as well as strong shipments of propulsion engines for regional
aircraft. Sales for Government Electronic Systems also increased
reflecting progress in improving output and reducing order backlog
at communication systems and guidance and controls as well as the
acquisition of Northrop Grumman's precision products business in
January 1996. Commercial Avionics Systems had slightly lower sales
primarily resulting from the completion last year of the Federal
Aviation Administration's mandated traffic alert and collision
avoidance systems (TCAS) installation program on general aviation
aircraft.
Automotive sales had a $90 million, or 6%, increase. Braking
Systems sales benefited from the acquisition of Budd Wheel and Brake
in April 1995. Safety Restraints had substantially higher sales in
Europe because of higher volumes for cars equipped with air bags,
but sales in North America were unfavorably impacted by a strike
against General Motors Corporation. North American aftermarket
sales and sales of filters increased in part due to the successful
introduction of new products. Sales of turbochargers improved
slightly, reflecting significant increases in Europe, but lower
sales in the Asia-Pacific region and North America. Sales of anti-
lock braking systems (ABS) were substantially lower and European
aftermarket sales and sales of North American truck brake systems
were impacted by softening markets.
Engineered Materials sales were $111 million, or 12%, higher.
The Polymers business had higher sales of industrial fibers and
plastics and also benefited from the acquisitions of
Bridgestone/Firestone's industrial polyester fiber plant in
Hopewell, Virginia in November 1995 and a nylon plastics and
industrial fibers plant in Rudolstadt, Germany in October 1995.
Specialty Chemicals sales increased reflecting the acquisition of
Riedel-de Haen in October 1995. Sales also improved for Electronic
Materials due to increased sales of laminate systems and advanced
microelectronic materials. Carbon materials, environmental
catalysts and amorphous metals also had higher sales. Sales of
Fluorine Products were lower because of the 1995 phase-out of
chlorofluorocarbons (CFCs) in developed countries.
8
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Selling, general and administrative expense increased $43
million, or 12%, reflecting in part the impact of acquisitions.
Income from operations of $365 million in the first quarter of
1996 increased $51 million, or 16%, compared with last year's first
quarter. Engineered Materials' income from operations increased 30%
and Aerospace improved 19%, but Automotive's income from
operations decreased 5%. The Company's operating margin for the
first quarter of 1996 was 9.7% compared with 9.2% for the same
period last year. See the discussion of net income below for
information by segment.
Productivity (the constant dollar basis relationship of sales
to costs) of the Company's businesses improved by 4.0% compared with
last year's first quarter.
Equity in income of affiliated companies of $27 million
decreased by $22 million, or 45%, compared with last year mainly
because the Company exited its high-density polyethylene (HDPE)
joint venture in December 1995 and because of lower earnings from
the Company's UOP process technology joint venture.
Other income (expense), zero in the first quarter of 1996,
improved by $19 million compared with the same quarter last year
mainly because of higher foreign exchange costs in the prior year's
first quarter.
Interest and other financial charges of $50 million increased
$9 million, or 22%, from 1995's first quarter primarily due to
higher levels of short-term debt.
Aerospace net income improved to $71 million from $56 million,
an increase of $15 million, or 27%, compared with the same quarter
last year. Strong sales growth resulted in significantly higher
earnings for the Equipment Systems, Government Electronic Systems
and Engines businesses. Commercial Avionics Systems had lower
earnings reflecting reduced TCAS sales.
Automotive net income rose to $72 million from $62 million a
year ago, a $10 million, or 16%, increase. Sales improvements of
safety restraints and turbochargers in Europe and increased sales of
automotive filters in the U.S. contributed to higher income. Net
income also benefited from lower foreign exchange costs in the first
quarter 1996 as compared with the same quarter last year. Earnings
were unfavorably impacted by the strike against General Motors
Corporation which resulted in temporary production curtailments at
the Company's U.S. safety restraint plants. Net income was lower
for the aftermarket and hydraulic braking systems.
Engineered Materials net income increased to $109 million from
$94 million, a $15 million, or 16%, increase. Net income was higher
for the Polymers business, mainly reflecting improvements for
industrial and carpet fibers. Electronic Materials net income was
higher as laminate systems and advanced microelectronic materials
had substantial increases over last year. A partial offset was
lower equity earnings as a result of the Company's exit from the
HDPE joint venture and reduced earnings on lower sales of Fluorine
Products.
9
<PAGE>
Net income of $225 million, or $0.80 a share, in the first
quarter of 1996 was 14% higher than last year's net income of $198
million, or $0.70 a share, for the reasons discussed above.
Financial Condition
-------------------
March 31, 1996 Compared with December 31, 1995
- ----------------------------------------------
On March 31, 1996 the Company had $558 million in cash and cash
equivalents, compared with $540 million at year-end 1995. The
current ratio at March 31, 1996 was 1.3X, the same as at year-end
1995.
The Company's long-term debt on March 31, 1996 was $1,344
million, a reduction of $22 million compared with year-end 1995.
Total debt of $2,142 million on March 31, 1996 was $132 million
higher than at year-end, reflecting an increase in outstanding
commercial paper. The Company's total debt as a percent of capital
increased slightly from 33.7% at year-end 1995 to 34.7% at March 31,
1996.
During the first three months of 1996, the Company made capital
expenditures of $180 million, compared with $145 million in the
corresponding period in 1995. Spending for the three month period
was as follows: aerospace-$26 million, automotive-$77 million,
engineered materials-$58 million and corporate-$19 million.
During the first quarter of 1996, the Company repurchased 2.7
million shares of common stock for $142 million. Common stock is
repurchased to meet the expected requirements for shares issued
under employee benefit plans and a shareowner dividend reinvestment
plan. At March 31, 1996 the Company was authorized to repurchase
5.4 million shares of common stock.
In April 1996 the Company completed the sale of its light-
vehicle hydraulic and ABS businesses (braking businesses) to Robert
Bosch GmbH, a privately-held German company. Included in the sale
were the Company's worldwide operations for conventional hydraulic
braking and ABS systems for cars, light trucks and medium-duty
trucks. These operations had 1995 sales of approximately $2.1
billion. The Company received cash consideration of $1.5 billion,
subject to certain post-closing adjustments. It is expected that
the proceeds will be used to grow the Company's higher-margin
businesses and to pursue acquisitions that will expand or complement
the Company's business portfolio. The sale of the braking
businesses will result in a significant gain.
Management is currently evaluating a number of opportunities to
reposition some of the Company's major business units which are intended
to enhance their competitiveness and profitability. The Company is also
completing an analysis of the impact of the proposed American
Institute of Certified Public Accountants' Statement of Position
(SOP), "Environmental Remediation Liabilities." This SOP provides
additional guidance regarding the manner in which existing
authoritative accounting literature is to be applied to the specific
circumstances of recognizing, measuring and disclosing environmental
remediation liabilities. The proposed SOP indicates that the
effects of initially applying its provisions should be reported as a
change in accounting estimate. The recognition and measurement
guidance with respect to existing accounting principles that are
contained in the proposed SOP and management's approval of strategic
10
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repositioning actions is likely to result in a material charge
against second quarter earnings and is expected to offset the gain
mentioned above.
Review by Independent Accountants
- ---------------------------------
The "Independent Accountants' Report" included herein is not a
"report" or "part of a Registration Statement" prepared or certified
by an independent accountant within the meanings of Section 7 and 11
of the Securities Act of 1933, and the accountants' Section 11
liability does not extend to such report.
11
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareowners of the Company held
on April 22, 1996, the following matters set forth in the Company's
Proxy Statement dated March 11, 1996, which was filed with the
Securities and Exchange Commission pursuant to Regulation 14A under
the Securities Exchange Act of 1934, were voted upon with the
results indicated below.
(1) The nominees listed below were elected directors for
a three-year term ending in 1999 with the respective votes set forth
opposite their names:
FOR WITHHELD
--- --------
Hans W. Becherer 231,859,170 5,091,851
Robert P. Luciano 231,712,522 5,238,499
Robert B. Palmer 231,776,874 5,174,147
John R. Stafford 231,737,920 5,213,101
(2) A proposal seeking approval of the appointment of
Price Waterhouse LLP as independent accountants for 1996 was
approved, with 233,655,033 votes cast FOR, 1,868,539 votes cast
AGAINST and 1,427,449 abstentions;
(3) A shareowner proposal recommending that the directors
review the Company's maquiladora operations and provide a report to
the shareowners was not approved, with 25,817,734 votes cast FOR,
166,802,397 votes cast AGAINST, 25,138,185 abstentions and
19,192,705 broker non-votes.
(4) A shareowner proposal recommending that the directors
review and amend the Company's standards for its international
operations and provide a report to the shareowners was not approved,
with 21,954,543 votes cast FOR, 173,337,207 votes cast AGAINST,
22,466,566 abstentions and 19,192,705 broker non-votes.
(5) A shareowner proposal recommending that steps be
taken to elect the directors annually was not approved, with
88,921,796 votes cast FOR, 125,074,619 votes cast AGAINST, 3,761,901
abstentions and 19,192,705 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed with this
--------
Form 10-Q:
12
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3(ii) By-laws of the Company, as amended
15 Independent Accountants' Acknowledgment Letter
as to the incorporation of their report relating
to unaudited interim financial statements
27 Financial Data Schedule
(b) Reports on Form 8-K. A report on Form 8-K dated
-------------------
February 29, 1996 was filed by the Company to report that the
Company agreed to sell the Company's light-vehicle hydraulic and
anti-lock braking businesses to Robert Bosch GmbH.
13
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
AlliedSignal Inc.
Date: May 8, 1996 By: /s/ G. Peter D'Aloia
----------------------
G. Peter D'Aloia
Vice President and Controller
(on behalf of the Registrant
and as the Registrant's
Principal Accounting Officer)
14
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EXHIBIT INDEX
Exhibit Number Description
2 Omitted (Inapplicable)
3(ii) By-laws of the Company, as
amended
4
Omitted (Inapplicable)
10 Omitted (Inapplicable)
11 Omitted (Inapplicable)
15 Independent Accountants'
Acknowledgment Letter as to
the incorporation of their
report relating to unaudited
interim financial statements
18 Omitted (Inapplicable)
19 Omitted (Inapplicable)
22 Omitted (Inapplicable)
23 Omitted (Inapplicable)
24 Omitted (Inapplicable)
27 Financial Data Schedule
99 Omitted (Inapplicable)
By-laws
of
AlliedSignal Inc.
Amended as of
April 22, 1996
<PAGE>
TABLE OF CONTENTS
ARTICLE I - OFFICES 1
SECTION 1. Registered Office 1
SECTION 2. Other Offices 1
ARTICLE II - MEETINGS OF STOCKHOLDERS 1
SECTION 1. Place of Meetings 1
SECTION 2. Annual Meetings 1
SECTION 3. Special Meetings 1
SECTION 4. Notice of Meetings 1
SECTION 5. Quorum 2
SECTION 6. Order of Business 2
SECTION 7. Voting 2
SECTION 8. Inspectors 2
ARTICLE III - DIRECTORS 2
SECTION 1. Powers 2
SECTION 2. Number, Election and Terms 2
SECTION 3. Nomination of Directors; Election 3
SECTION 4. Place of Meetings 4
SECTION 5. Regular Meetings 4
SECTION 6. Special Meetings 4
SECTION 7. Notice of Meetings 4
SECTION 8. Quorum and Manner of Acting 4
i
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SECTION 9. Resignation 5
SECTION 10. Removal of Directors 5
SECTION 11. Compensation of Directors 5
ARTICLE IV - COMMITTEES OF THE BOARD 5
SECTION 1. Appointment and Powers of Audit Committee 5
SECTION 2. Other Committees 6
SECTION 3. Action by Consent; Participation by Telephone or
Similar Equipment 6
SECTION 4. Changes in Committees; Resignation; Removals 6
ARTICLE V - OFFICERS 6
SECTION 1. Number and Qualifications 6
SECTION 2. Resignations 7
SECTION 3. Removal 7
SECTION 4. Vacancies 7
SECTION 5. Chairman of the Board 7
SECTION 6. Vice Chairman of the Board 7
SECTION 7. Chief Executive Officer 7
SECTION 8. President 8
SECTION 9. Vice Presidents 8
SECTION 10. General Counsel 8
SECTION 11. Treasurer 8
SECTION 12. Secretary 8
SECTION 13. Controller 8
SECTION 14. Bonds of Officers 9
SECTION 15. Compensation 9
ii
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SECTION 16. Officers of Operating Companies or Divisions 9
ARTICLE VI - CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC. 9
SECTION 1. Contracts 9
SECTION 2. Checks, etc. 9
SECTION 3. Loans 9
SECTION 4. Deposits 9
ARTICLE VII - CAPITAL STOCK 10
SECTION 1. Stock Certificates 10
SECTION 2. List of Stockholders Entitled to Vote 10
SECTION 3. Stock Ledger 10
SECTION 4. Transfers of Capital Stock 10
SECTION 5. Lost Certificates 10
SECTION 6. Fixing of Record Date 11
SECTION 7. Registered Owners 11
ARTICLE VIII - FISCAL YEAR 11
ARTICLE IX - SEAL 11
ARTICLE X - WAIVER OF NOTICE 11
ARTICLE XI - AMENDMENTS 12
ARTICLE XII - EMERGENCY BY-LAWS 12
SECTION 1. Emergency Board of Directors 12
SECTION 2. Membership of Emergency Board of Directors 12
SECTION 3. Powers of the Emergency Board 12
SECTION 4. Stockholders' Meeting 13
iii
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SECTION 5. Emergency Corporate Headquarters 13
SECTION 6. Limitation of Liability 13
iv
<PAGE>
By-laws
of
AlliedSignal Inc.
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of AlliedSignal
Inc. (hereinafter called the Corporation) within the State of Delaware
shall be in the City of Wilmington, County of New Castle.
SECTION 2. Other Offices. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as may
otherwise be required by law, in such other place or places, either within
or without the State of Delaware, as the Board of Directors of the
Corporation (hereinafter called the Board) may from time to time determine
or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of Stockholders of the
Corporation shall be held at the registered office of the Corporation in
the State of Delaware or at such other place, within or without the State
of Delaware, as may from time to time be fixed by the Board or specified or
fixed in the respective notices or waivers of notice thereof.
SECTION 2. Annual Meetings. The annual meeting of Stockholders of
the Corporation for the election of directors and for the transaction of
any other proper business shall be held at 10:00 a.m. on the last Monday of
April of each year, or on such other date and at such other time as may be
fixed by the Board. If the annual meeting for the election of directors
shall not be held on the day designated, the Board shall cause the meeting
to be held as soon thereafter as convenient.
SECTION 3. Special Meetings. Special meetings of Stockholders,
unless otherwise provided by law, may be called at any time by the Board
pursuant to a resolution adopted by a majority of the then authorized
number of directors (as determined in accordance with Section 2 of Article
III of these By-laws), or by the Chief Executive Officer. Any such call
must specify the matter or matters to be acted upon at such meeting and
only such matter or matters shall be acted upon thereat.
SECTION 4. Notice of Meetings. Notice of each meeting of
Stockholders, annual or special, shall be in writing, shall state the
place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Unless otherwise
provided by law, the written notice of any meeting shall be given not less
than 10 nor more than 60 days before the date of the meeting to each
Stockholder entitled to vote at the meeting. If mailed, notice is given
when deposited in the United States mail, postage prepaid, directed to the
Stockholder at his address as it appears on the records of the
<PAGE>
Corporation. Unless (i) the adjournment is for more than 30 days,
or (ii) the Board shall fix a new record date for any adjourned
meeting after the adjournment, notice of an adjourned meeting need not
be given if the time and place to which the meeting shall be adjourned
were announced at the meeting at which the adjournment was taken.
SECTION 5. Quorum. At each meeting of Stockholders of the
Corporation, the holders of a majority of the shares of capital stock of
the Corporation entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum for the transaction of
business, except as otherwise provided by law. In the absence of a quorum,
the chairman of the meeting or a majority in interest of those present in
person or represented by proxy and entitled to vote at the meeting may
adjourn the meeting from time to time until a quorum shall be present.
SECTION 6. Order of Business. The order of business at all meetings
of Stockholders shall be as determined by the chairman of the meeting.
SECTION 7. Voting. Except as otherwise provided in the Certificate
of Incorporation, at each meeting of Stockholders, every Stockholder of the
Corporation shall be entitled to one vote for every share of capital stock
standing in his name on the stock record of the Corporation (i) at the time
fixed pursuant to Section 6 of Article VII of these By-laws as the record
date for the determination of Stockholders entitled to vote at such
meeting, or (ii) if no such record date shall have been fixed, then at the
close of business on the day next preceding the day on which notice thereof
shall be given. At each meeting of Stockholders, except as otherwise
provided by law or in the Certificate of Incorporation or these By-laws, in
all matters other than the election of directors, the affirmative vote of
the majority of shares present in person or represented by proxy and
entitled to vote on the subject matter shall be the act of the
Stockholders.
SECTION 8. Inspectors. In advance of any meeting of Stockholders,
the Board shall appoint one or more inspectors to act at the meeting and
make a written report thereof and may designate one or more alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting, the chairman of the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector shall
take and sign such oath and perform such duties as shall be required by law
and may perform such other duties not inconsistent therewith as may be
requested by the Corporation.
ARTICLE III
DIRECTORS
SECTION 1. Powers. The business and affairs of the Corporation shall
be managed by or under the direction of the Board. The Board may exercise
all such authority and powers of the Corporation and do all such lawful
acts and things as are not by law or otherwise directed or required to be
exercised or done by the Stockholders.
SECTION 2. Number, Election and Terms. The authorized number of
directors may be determined from time to time by vote of a majority of the
then authorized number of directors
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or by the affirmative vote of the holders of at least 80% of the voting
power of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting
together as a single class; provided, however, that such number
shall not be less than 13 nor more than 23, and that such number
shall automatically be increased by two in the event of default in
the payment of dividends on the Preferred Stock under the circumstances
described in the Certificate of Incorporation. The directors, other
than those who may be elected by the holders of the Preferred Stock
of the Corporation pursuant to the Certificate of Incorporation,
shall be classified with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as determined by the Board, one class to be originally elected
for a term expiring at the annual meeting of Stockholders to be held in
1986, another class to be originally elected for a term expiring at the
annual meeting of Stockholders to be held in 1987, and another class to be
originally elected for a term expiring at the annual meeting of
Stockholders to be held in 1988, with the members of each class to hold
office until their successors have been elected and qualified. At each
annual meeting of Stockholders, the successors of the class of directors
whose term expires at that meeting shall be elected to hold office for a
term expiring at the annual meeting of Stockholders held in the third year
following the year of their election. Except as otherwise provided in the
Certificate of Incorporation, newly created directorships resulting from
any increase in the number of directors and any vacancies on the Board
resulting from death, resignation, disqualification, removal or other cause
shall be filled by the affirmative vote of a majority of the remaining
directors then in office, even if less than a quorum of the Board, or by a
sole remaining director. Any director elected in accordance with the
preceding sentence shall hold office until the annual meeting of
Stockholders at which the term of office of the class to which such
director has been elected expires and until such director's successor shall
have been elected and qualified. No decrease in the number of directors
constituting the Board shall shorten the term of any incumbent director.
SECTION 3. Nomination of Directors; Election. Nomination for the
election of directors may be made at a meeting of Stockholders by the Board
or a committee appointed by the Board, or by any Stockholder entitled to
vote for the election of directors at the meeting who while a Stockholder
of record shall have given written notice of his intent to make such
nomination in conformity with this Section 3. A Stockholder's notice of
intent to make a nomination shall be addressed to the Secretary of the
Corporation and shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor
more than 60 days prior to the meeting; provided that in the event less
than 40 days' notice or prior public disclosure of the date of the meeting
is given, notice by the Stockholder must be so received not later than the
close of business on the 10th day following the day on which the notice of
meeting was first mailed or such public disclosure was made. The
Stockholder's notice shall include (i) as to each person the Stockholder
proposes to nominate for election or re-election as a director all
information relating to such person required to be disclosed in
solicitations of proxies for election of directors or otherwise required
pursuant to Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended, and such person's written consent to be nominated and to
serve as a director if elected and (ii) the Stockholder's name and address
as they appear on the Corporation's stock record and the class and number
of shares of capital stock of the Corporation the Stockholder beneficially
owns. At the request
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of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary
of the Corporation that information required to be set forth in a
Stockholder's notice of nomination which pertains to the nominee. No
person shall be eligible to serve as a director of the Corporation unless
nominated in accordance with the procedure set forth in this By-law. The
chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the
procedure prescribed by the By-laws, and if he should so declare, the
defective nomination shall be disregarded. Notwithstanding the foregoing
provisions of this Section 3, a Stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the matters set
forth in this Section 3. Directors shall be at least 21 years of age.
Directors need not be Stockholders. At each meeting of Stockholders for
the election of directors, directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors.
SECTION 4. Place of Meetings. Meetings of the Board shall be held at
such place, within or without the State of Delaware, as the Board may from
time to time determine or as shall be specified or fixed in the notice or
waiver of notice of any such meeting.
SECTION 5. Regular Meetings. Regular meetings of the Board shall be
held in accordance with a yearly meeting schedule as determined by the
Board; or such meetings may be held on such other days and at such other
times as the Board may from time to time determine. Notice of regular
meetings of the Board need not be given except as otherwise required by
these By-laws.
SECTION 6. Special Meetings. Special meetings of the Board may be
called by the Chief Executive Officer and shall be called by the Secretary
at the request of any two of the other directors.
SECTION 7. Notice of Meetings. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required),
stating the time, place and purposes thereof, shall be mailed to each
director, addressed to him at his residence or usual place of business, or
shall be sent to him by telex, cable or telegram so addressed, or shall be
given personally or by telephone, on 24 hours' notice, or such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances.
SECTION 8. Quorum and Manner of Acting. The presence of at least a
majority of the authorized number of directors shall constitute a quorum
for the transaction of business at any meeting of the Board. If a quorum
shall not be present at any meeting of the Board, a majority of the
directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present. Except where a different vote is required by law or the
Certificate of Incorporation or these By-laws, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be
the act of the Board. Any action required or permitted to be taken by the
Board may be taken without a meeting if all the directors consent thereto
in writing and the writing or writings are filed with
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the minutes of proceedings of the Board. Any one or more directors may
participate in any meeting of the Board by means of conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other. Participation by such means shall
constitute presence in person at a meeting of the Board.
SECTION 9. Resignation. Any director may resign at any time by
giving written notice to the Chairman of the Board, the Chief Executive
Officer or the Secretary, which notice shall be deemed to constitute notice
to the Corporation. Such resignation shall take effect upon receipt of
such notice or at any later time specified therein.
SECTION 10. Removal of Directors. Subject to the rights of the
holders of Preferred Stock, any director may be removed from office only
for cause by the affirmative vote of the holders of at least 80% of the
voting power of all shares of the Corporation entitled to vote generally in
the election of directors, voting together as a single class.
SECTION 11. Compensation of Directors. The Board may provide for the
payment to any of the directors, other than officers or employees of the
Corporation, of a specified amount for services as a director or member of
a committee of the Board, or of a specified amount for attendance at each
regular or special Board meeting or committee meeting, or of both, and all
directors shall be reimbursed for expenses of attendance at any such
meeting; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES OF THE BOARD
SECTION 1. Appointment and Powers of Audit Committee. The Board
shall, by resolution adopted by the affirmative vote of a majority of the
authorized number of directors, designate an Audit Committee of the Board,
which shall consist of such number of directors as the Board may determine
and shall be comprised solely of directors independent of management and
free from any relationship that, in the opinion of the Board, would
interfere with the exercise of independent judgment as a committee member.
The Audit Committee shall (i) make recommendations to the Board as to the
independent accountants to be appointed by the Board; (ii) review with the
independent accountants the scope of their examination; (iii) receive the
reports of the independent accountants and meet with representatives of
such accountants for the purpose of reviewing and considering questions
relating to their examination and such reports; (iv) review, either
directly or through the independent accountants, the internal accounting
and auditing procedures of the Corporation and (v) perform such other
functions as may be assigned to it from time to time by the Board. The
Audit Committee may determine its manner of acting and fix the time and
place of its meetings, unless the Board shall otherwise provide. A
majority of the members of the Audit Committee shall constitute a quorum
for the transaction of business by the committee and the vote of a majority
of the members of the committee present at a meeting at which a quorum is
present shall be the act of the committee.
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SECTION 2. Other Committees. The Board may, by the affirmative vote
of a majority of the authorized number of directors, designate members of
the Board to constitute an Executive Committee, a Management Development
and Compensation Committee and other committees of the Board, which shall
in each case consist of such number of directors as the Board may
determine, and shall have and may exercise, to the extent permitted by law,
such powers and authority as the Board may by resolution delegate to them
and may authorize the seal of the Corporation to be affixed to all papers
which require it. Each such committee may determine its manner of acting
and fix the time and place of its meetings, unless the Board shall
otherwise provide. A majority of the members of any such committee shall
constitute a quorum for the transaction of business by the committee and
the vote of a majority of the members of such committee present at a
meeting at which a quorum is present shall be the act of the committee.
SECTION 3. Action by Consent; Participation by Telephone or Similar
Equipment. Unless the Board shall otherwise provide, any action
required or permitted to be taken by any committee may be taken without a
meeting if all members of the committee consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the
committee. Unless the Board shall otherwise provide, any one or more
members of any committee may participate in any meeting of the committee by
means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a
meeting of the committee.
SECTION 4. Changes in Committees; Resignations; Removals. The Board
shall have power, by the affirmative vote of a majority of the authorized
number of directors, at any time to change the members of, to fill
vacancies in, and to discharge any committee of the Board. Any member of
any such committee may resign at any time by giving written notice to the
Chairman of the Board, the Chief Executive Officer, the Chairman of such
committee or the Secretary, which notice shall be deemed to constitute
notice to the Corporation. Such resignation shall take effect upon receipt
of such notice or at any later time specified therein. Any member of any
such committee may be removed at any time, either with or without cause, by
the affirmative vote of a majority of the authorized number of directors at
any meeting of the Board, provided such removal shall have been referred to
in the notice of such meeting.
ARTICLE V
OFFICERS
SECTION 1. Number and Qualifications. The officers of the
Corporation may include a Chairman of the Board, Vice Chairman of the
Board, Chief Executive Officer, President, one or more Vice Presidents,
General Counsel, Treasurer, Secretary and Controller; provided, however,
that any one or more of the foregoing offices may remain vacant from time
to time, except as otherwise required by law. So far as practicable, the
officers shall be elected annually on the day of the annual meeting of
Stockholders. Each officer shall hold office until the next annual
election of officers and until his successor is elected and qualified, or
until his death or retirement, or until he shall have resigned or been
removed in the manner hereinafter provided. The same person may hold more
than one office. The Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer and the President shall be elected
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from among the directors. The Board may from time to time elect or appoint
such other officers or agents as may be necessary or desirable for the
business of the Corporation. Such other officers and agents shall have such
titles and duties and shall hold their offices for such terms as may be
prescribed by the Board. The Chief Executive Officer may appoint one or
more Deputy, Associate or Assistant officers, or such other agents as may be
necessary or desirable for the business of the Corporation. In case one or
more Deputy, Associate or Assistant officers shall be appointed, the officer
such appointee assists may delegate to him the authority to perform such of
the officer's duties as the officer may determine.
SECTION 2. Resignations. Any officer may resign at any time by
giving written notice to the Chairman of the Board, the Chief Executive
Officer or the Secretary, which notice shall be deemed to constitute notice
to the Corporation. Such resignation shall take effect upon receipt of
such notice or at any later time specified therein.
SECTION 3. Removal. Any officer or agent may be removed, either with
or without cause, at any time, by the Board at any meeting, provided such
removal shall have been referred to in the notice of such meeting;
provided, further, that the Chief Executive Officer may remove any agent
appointed by the Chief Executive Officer.
SECTION 4. Vacancies. Any vacancy among the officers, whether caused
by death, resignation, removal or otherwise, shall be filled in the manner
prescribed for election to such office.
SECTION 5. Chairman of the Board. The Chairman of the Board shall,
if present, preside at all meetings of the Board and, in the absence of the
Chief Executive Officer, at all meetings of the Stockholders. He shall
perform the duties incident to the office of the Chairman of the Board and
all such other duties as are specified in these By-laws or as shall be
assigned to him from time to time by the Board.
SECTION 6. Vice Chairman of the Board. The Vice Chairman of the
Board shall, if present, preside at all meetings of the Board at which the
Chairman of the Board shall not be present and at all meetings of the
Stockholders at which neither the Chief Executive Officer nor the Chairman
of the Board shall be present. He shall perform such other duties as shall
be assigned to him from time to time by the Board or the Chief Executive
Officer.
SECTION 7. Chief Executive Officer. The Chief Executive Officer
shall, if present, preside at all meetings of the Stockholders. He shall
have, under the control of the Board, general supervision and direction of
the business and affairs of the Corporation. He shall at all times see
that all resolutions or determinations of the Board are carried into
effect. He may from time to time appoint, remove or change members of and
discharge one or more advisory committees, each of which shall consist of
such number of persons (who may, but need not, be directors or officers of
the Corporation), and have such advisory duties, as he shall determine. He
shall perform the duties incident to the office of the Chief Executive
Officer and all such other duties as are specified in these By-laws or as
shall be assigned to him from time to time by the Board.
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SECTION 8. President. The President shall be the chief operating
officer of the Corporation and shall perform such duties as shall be
assigned to him from time to time by the Board or the Chief Executive
Officer.
SECTION 9. Vice Presidents. The Board shall, if it so determines,
elect one or more Vice Presidents (with such additional titles as the Board
may prescribe), each of whom shall perform such duties as shall be assigned
to him from time to time by the Chief Executive Officer or such other
officer to whom the Vice President reports.
SECTION 10. General Counsel. The General Counsel shall be the chief
legal officer of the Corporation and the head of its legal department. He
shall, in general, perform the duties incident to the office of General
Counsel and all such other duties as may be assigned to him from time to
time by the Chief Executive Officer.
SECTION 11. Treasurer. The Treasurer shall have charge and custody
of all funds and securities of the Corporation, shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation, shall deposit all funds of the Corporation in such
depositaries as may be designated pursuant to these By-laws, shall receive,
and give receipts for, moneys due and payable to the Corporation from any
source whatsoever, shall disburse the funds of the Corporation and shall
render to all regular meetings of the Board, or whenever the Board may
require, an account of all his transactions as Treasurer. He shall, in
general, perform all the duties incident to the office of Treasurer and all
such other duties as may be assigned to him from time to time by the Chief
Executive Officer or such other officer to whom the Treasurer reports.
SECTION 12. Secretary. The Secretary shall, if present, act as
secretary of all meetings of the Board, the Executive Committee and other
committees of the Board and the Stockholders and shall have the duty to
record the proceedings of such meetings in one or more books provided for
that purpose. He shall see that all notices are duly given in accordance
with these By-laws and as required by law, shall be custodian of the seal
of the Corporation and shall affix and attest the seal to all documents to
be executed on behalf of the Corporation under its seal. He shall, in
general, perform all the duties incident to the office of Secretary and all
such other duties as may be assigned to him from time to time by the Chief
Executive Officer or such other officer to whom the Secretary reports.
SECTION 13. Controller. The Controller shall have control of all the
books of account of the Corporation, shall keep a true and accurate record
of all property owned by it, its debts and of its revenues and expenses,
shall keep all accounting records of the Corporation (other than the
accounts of receipts and disbursements and those relating to the deposit or
custody of funds and securities of the Corporation, which shall be kept by
the Treasurer) and shall render to the Board, whenever the Board may
require, an account of the financial condition of the Corporation. He
shall, in general, perform all the duties incident to the office of
Controller and all such other duties as may be assigned to him from time to
time by the Chief Executive Officer or such other officer to whom the
Controller reports.
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SECTION 14. Bonds of Officers. If required by the Board, any officer
of the Corporation shall give a bond for the faithful discharge of his
duties in such amount and with such surety or sureties as the Board may
require.
SECTION 15. Compensation. The salaries of the officers shall be
fixed from time to time by the Board; provided, however, that the Chief
Executive Officer may fix or delegate to others the authority to fix the
salaries of any agents appointed by the Chief Executive Officer.
SECTION 16. Officers of Operating Companies or Divisions. The Chief
Executive Officer shall have the power to appoint, prescribe the terms of
office, the responsibilities and duties and salaries of, and remove, the
officers of the operating companies or divisions other than those who are
officers of the Corporation.
ARTICLE VI
CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.
SECTION 1. Contracts. The Board may authorize any officer or
officers, agent or agents, in the name and on behalf of the Corporation, to
enter into any contract or to execute and deliver any instrument, which
authorization may be general or confined to specific instances; and, unless
so authorized by the Board, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or
to pledge its credit or to render it liable pecuniarily for any purpose or
for any amount.
SECTION 2. Checks, etc. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation,
and all notes or other evidences of indebtedness of the Corporation, shall
be signed in the name and on behalf of the Corporation in such manner as
shall from time to time be authorized by the Board, which authorization may
be general or confined to specific instances.
SECTION 3. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board, which authorization may be general or confined to
specific instances. All bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board shall authorize, which
authorization may be general or confined to specific instances.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositaries as may be
selected by or in the manner designated by the Board. The Board or its
designees may make such special rules and regulations with respect to such
bank accounts, not inconsistent with the provisions of these By-laws, as
may be deemed expedient.
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ARTICLE VII
CAPITAL STOCK
SECTION 1. Stock Certificates. Each Stockholder shall be entitled to
have, in such form as shall be approved by the Board, a certificate or
certificates signed by the Chairman of the Board or the Vice Chairman of
the Board or the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary representing
the number of shares of capital stock of the Corporation owned by such
Stockholder. Any or all of the signatures on any such certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon any such certificate
shall have ceased to be such before such certificate is issued, such
certificate may be issued by the Corporation with the same effect as if
such officer, transfer agent or registrar had been such at the date of its
issue.
SECTION 2. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall
prepare or cause to have prepared, at least 10 days before every meeting of
Stockholders, a complete list of the Stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name of each
Stockholder. Such list shall be open to the examination of any
Stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days prior to the meeting,
either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any Stockholder of the
Corporation who is present.
SECTION 3. Stock Ledger. The stock ledger of the Corporation shall
be the only evidence as to who are the Stockholders entitled to examine the
stock ledger, the list required by Section 2 of this Article VII or the
books of the Corporation, or to vote in person or by proxy at any meeting
of Stockholders.
SECTION 4. Transfers of Capital Stock. Transfers of shares of
capital stock of the Corporation shall be registered on the stock record of
the Corporation upon presentation and surrender, with a request to register
transfer, of the certificate or certificates representing the shares
properly endorsed by the holder of record or accompanied by a separate
document signed by the holder of record containing an assignment or
transfer of the shares or a power to assign or transfer the shares. The
Board may make such additional rules and regulations as it may deem
expedient concerning the issue and transfer of certificates representing
shares of the capital stock of the Corporation.
SECTION 5. Lost Certificates. The Corporation may issue a new
certificate or cause a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate to be lost, stolen or destroyed. The
Corporation may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made
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against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
SECTION 6. Fixing of Record Date. In order that the Corporation may
determine the Stockholders entitled to notice of or to vote at any meeting
of Stockholders or any adjournment thereof, the Board may fix a record
date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board and which record
date shall not be more than 60 nor less than 10 days before the date of
such meeting. A determination of Stockholders of record entitled to notice
of or to vote at a meeting of Stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board may fix a new record date
for the adjourned meeting. In order that the Corporation may determine the
Stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the Stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of
capital stock or for the purpose of any other lawful action, the Board may
fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date
shall be not more than 60 days prior to such action.
SECTION 7. Registered Owners. Prior to due presentment for
registration of transfer of a certificate representing shares of capital
stock of the Corporation, the Corporation may treat the registered owner of
such shares as the person exclusively entitled to vote, to receive
dividends, to receive notifications, and otherwise to exercise all the
rights and powers of an owner of such shares, except as otherwise provided
by law.
ARTICLE VIII
FISCAL YEAR
The Corporation's fiscal year shall coincide with the calendar year.
ARTICLE IX
SEAL
The Corporation's seal shall be circular in form and shall include the
words "AlliedSignal Inc., Delaware, 1985, Seal."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required by law, the Certificate of Incorporation
or these By-laws, to be given to any director, member of a committee or
Stockholder, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
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transacted at, nor the purpose of, any regular or special meeting of the
Stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice.
ARTICLE XI
AMENDMENTS
These By-laws or any of them may be amended or supplemented in any
respect at any time, either (a) at any meeting of Stockholders, provided
that any amendment or supplement proposed to be acted upon at any such
meeting shall have been described or referred to in the notice of such
meeting, or (b) at any meeting of the Board, provided that any amendment or
supplement proposed to be acted upon at any such meeting shall have been
described or referred to in the notice of such meeting or an announcement
with respect thereto shall have been made at the last previous Board
meeting, and provided further that no amendment or supplement adopted by
the Board shall vary or conflict with any amendment or supplement adopted
by the Stockholders. Notwithstanding the preceding sentence, the
affirmative vote of the holders of at least 80% of the voting power of the
then outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors, voting together as a single
class, shall be required to amend or repeal, or adopt any provisions
inconsistent with, Section 3 of Article II of these By-laws, Sections 2 or
10 of Article III of these By-laws, or this sentence.
ARTICLE XII
EMERGENCY BY-LAWS
SECTION 1. Emergency Board of Directors. In case of an attack on the
United States or on a locality in which the Corporation conducts its
business or customarily holds meetings of the Board or the Stockholders, or
during any nuclear or atomic disaster, or during the existence of any
catastrophe, or other similar emergency condition, as a result of which a
quorum of the Board or a committee thereof cannot readily be convened for
action in accordance with the provisions of the By-laws, the business and
affairs of the Corporation shall be managed by or under the direction of an
Emergency Board of Directors (hereinafter called the Emergency Board)
established in accordance with Section 2 of this Article XII.
SECTION 2. Membership of Emergency Board of Directors. The Emergency
Board shall consist of at least three of the following persons present or
available at the Emergency Corporate Headquarters determined according to
Section 5 of this Article XII: (i) those persons who were directors at the
time of the attack or other event mentioned in Section 1 of this Article
XII, and (ii) any other persons appointed by such directors to the extent
required to provide a quorum at any meeting of the Board. If there are no
such directors present or available at the Emergency Corporate
Headquarters, the Emergency Board shall consist of the three highest-
ranking officers or employees of the Corporation present or available and
any other persons appointed by them.
SECTION 3. Powers of the Emergency Board. The Emergency Board will
have the same powers as those granted to the Board in these By-laws, but
will not be bound by any
12
<PAGE>
requirement of these By-laws which a majority of the Emergency Board
believes impracticable under the circumstances.
SECTION 4. Stockholders' Meeting. At such time as it is practicable
to do so the Emergency Board shall call a meeting of Stockholders for the
purpose of electing directors. Such meeting will be held at a time and
place to be fixed by the Emergency Board and pursuant to such notice to
Stockholders as it is deemed practicable to give. The Stockholders
entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum.
SECTION 5. Emergency Corporate Headquarters. Emergency Corporate
Headquarters shall be at such location as the Board or the Chief Executive
Officer shall determine prior to the attack or other event, or if not so
determined, at such place as the Emergency Board may determine.
SECTION 6. Limitation of Liability. No officer, director or employee
acting in accordance with the provisions of this Article XII shall be
liable except for willful misconduct.
13
EXHIBIT 15
----------
May 8, 1996
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Dear Ladies and Gentlemen:
We are aware that the March 31, 1996 Quarterly Report on Form 10-Q
of AlliedSignal Inc. which includes our report dated April 22, 1996
(issued pursuant to the provisions of Statement on Auditing Standard
No. 71) will be incorporated by reference in the Prospectuses
constituting part of AlliedSignal Inc.'s Registration Statements,
on Forms S-8 (Nos. 33-09896, 33-51455, 33-55410, 33-58345, 33-58347,
33-60261, 33-62963 and 33-64295), on Forms S-3 (Nos. 33-13211, 33-14071
and 33-55425) and on Form S-8 (filed as an amendment to Form S-14,
No. 2-99416-01). We are also aware of our responsibilities under the
Securities Act of 1933.
Very truly yours,
/s/ Price Waterhouse
Price Waterhouse LLP
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet at March 31, 1996 and the consolidated statement of
income for the three months ended March 31, 1996 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 558
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<RECEIVABLES> 1,613
<ALLOWANCES> 33
<INVENTORY> 2,123
<CURRENT-ASSETS> 5,121
<PP&E> 9,876
<DEPRECIATION> 5,187
<TOTAL-ASSETS> 12,622
<CURRENT-LIABILITIES> 3,979
<BONDS> 1,344
0
0
<COMMON> 358
<OTHER-SE> 3,333
<TOTAL-LIABILITY-AND-EQUITY> 12,622
<SALES> 3,778
<TOTAL-REVENUES> 3,778
<CGS> 3,012
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<OTHER-EXPENSES> 0
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<INCOME-TAX> 117
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