As filed with the Securities and Exchange Commission on November
14, 1997.
Registration No. 33-64245
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AlliedSignal Inc.
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(Exact name of registrant as specified in its charter)
Delaware 22-2640650
- ----------------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
- --------------------------------------- --------------
(Address of Principal Executive Offices) (Zip Code)
PETER M. KREINDLER, ESQ.
Senior Vice President, General Counsel and Secretary
AlliedSignal Inc.
101 Columbia Road
Morris Township, New Jersey 07962-2497
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(Name and address of agent for service)
(973) 455-2000
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(Telephone number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX. [ ]
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. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING
BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES
ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION
STATEMENT FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE
434, PLEASE CHECK THE FOLLOWING BOX. [X]
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each class maximum maximum
of offering aggregate Amount of
securities Amount to be price offering registration
to be registered per price (1) fee (3)
registered unit (1)
Debt Securities $493,000,000(2) 100% $493,000,000 $170,000.00
(1) Estimated solely for the purpose of this calculation.
(2) In U.S. dollars or the equivalent thereof in another currency or
composite currencies.
(3) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT CONTAINS A COMBINED PROSPECTUS THAT ALSO
RELATES TO $107,000,000 OF OTHER DEBT SECURITIES REGISTERED ON
FORM S-3, REGISTRATION NO. 33-14071, WHICH HAVE NOT BEEN OFFERED
OR SOLD AS OF THE DATE OF THE FILING OF THIS REGISTRATION
STATEMENT. THIS REGISTRATION STATEMENT CONSTITUTES A POST-
EFFECTIVE AMENDMENT TO REGISTRATION NO. 33-14071. SUCH POST-
EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY
WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT IN
ACCORDANCE WITH RULE 8(a) OF THE SECURITIES ACT OF 1933. THE
AMOUNT OF THE FILING FEE ASSOCIATED WITH SUCH SECURITIES THAT WAS
PREVIOUSLY PAID WITH REGISTRATION NO. 33-14071 WAS $21,400.00.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
Subject to completion, dated November 13, 1997.
PROSPECTUS
$600,000,000
[Logo]
AlliedSignal Inc.
Debt Securities
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This Prospectus covers debt securities (the "Debt
Securities") to be issued for proceeds of up to $600,000,000 (or
the equivalent in foreign denominated currency or composite
currencies) which AlliedSignal Inc. (the "Company") may issue
from time to time in one or more series. The Debt Securities
will be offered directly, or through agents designated from time
to time, or through broker-dealers or underwriters also to be
designated. The Debt Securities will be offered to the public on
terms determined by market conditions at the time of sale. The
Debt Securities may be sold for U.S. dollars, foreign denominated
currency or composite currencies, and principal of and any
interest on the Debt Securities may likewise be payable in U.S.
dollars, foreign denominated currency or composite currencies.
The currency for which the Debt Securities may be purchased and
the currency in which principal of and any interest on the Debt
Securities may be payable may be specifically designated by the
Company.
The designation, principal amount, offering price, maturity,
interest rate, and redemption provisions, if any, of the Debt Securities,
and the name of each agent, broker-dealer or underwriter, if any, in
connection with the sale of the Debt Securities are set forth in the
accompanying Prospectus Supplement (the "Prospectus Supplement").
If an agent of the Company or a broker-dealer or underwriter
is involved in the sale of the Debt Securities in respect of
which this Prospectus is being delivered, the agent's commission
or broker-dealer's or underwriter's discount will be set forth
in, or may be calculated from, the Prospectus Supplement. The
proceeds to the Company will be the purchase price in the case of
sale through an agent or a broker-dealer and the public offering
price in the case of sale through an underwriter. Net proceeds
to the Company will be the purchase price less commission in the
case of an agent, the purchase price in the case of a broker-
dealer and the public offering price less discount in the case of
an underwriter, less, in each case, other issuance expenses. See
"Plan of Distribution" for possible indemnification arrangements
for agents, broker-dealers and underwriters.
-----------
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.
------------
No dealer, salesman or other person has been authorized to give any
information or make any representation, other than those contained in this
Prospectus, including the Prospectus Supplement, in connection with the
offer made by this Prospectus, and, if given or made, any such information
or representation must not be relied upon as having been authorized by
the Company or the agents, broker-dealers or underwriters. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Company since the date hereof. This Prospectus, including
the Prospectus Supplement, does not constitute an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer
or solicitation.
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The date of this Prospectus is , 1997.
<PAGE>
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 and other information with the
Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company with
the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, DC 20549 and at the following Regional
Offices of the Commission: 7 World Trade Center, New York, New
York 10048; and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, DC 20549, at prescribed rates.
The Commission maintains an Internet web site at http://www.sec.gov/
that contains such reports, proxy statements and other information.
Such reports, proxy statements and other information of the Company
should also be available for inspection at the offices of the New York
Stock Exchange Inc., 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.
The Company has filed with the Commission a Registration
Statement on Form S-3 (including all amendments thereto, the
"Registration Statement") under the Securities Act of 1933, as
amended, with respect to the Debt Securities. As permitted by
the rules and regulations of the Commission, this Prospectus does
not contain all the information set forth in the Registration
Statement and the exhibits thereto and to which reference is
hereby made.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the
Company are incorporated by reference in this Prospectus:
(1) the Company's Annual Report on Form 10-K for the year
ended December 31, 1996;
(2) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1997; and
(3) the Company's Current Reports on Form 8-K filed on
January 15, February 20, March 18, April 15, May 22, June 19,
July 18, July 23, August 14, September 23 and October 22, 1997.
All reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this Prospectus and prior
to the termination of the offering of the Debt Securities shall
be deemed to be incorporated by reference in this Prospectus and
to be part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be modified
or superseded for purposes of this Prospectus to the extent that
a statement contained herein, or contained in the accompanying
Prospectus Supplement, 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.
A copy of the documents incorporated by reference (other
than exhibits thereto) will be forwarded without charge to each
person to whom this prospectus is delivered, upon such person's
written or oral request to AlliedSignal Inc., Office of the
Secretary, P.O. Box 4000, Morristown, New Jersey 07962, telephone
number (973)455-5067.
THE COMPANY
The Company's operations are conducted in three principal
industries: aerospace; automotive; and engineered materials. The
Company's products are used by many major industries, including
textiles, construction, plastics, electronics, automotive,
chemicals, housing, telecommunications, utilities, packaging,
military and commercial aviation and aerospace and in agriculture
and the space program.
The principal executive offices of the Company are located at 101
Columbia Road, Morris Township, New Jersey 07962. The telephone number
is (973)455-2000.
RATIO OF EARNINGS TO FIXED CHARGES(a)
Nine Months
Ended
September 30, Years Ended December 31,
1997 1996 1996 1995 1994 1993 1992
-------------- ---- ---- ---- ---- ----
8.11 6.88 7.06 6.18 6.02 4.71 3.27
(a) The ratio of earnings to fixed charges is generally computed by
dividing the sum of net income (excluding the cumulative effect of
accounting changes in 1992 and 1993), income taxes and fixed charges
(net of capitalized interest) less undistributed equity income by fixed
charges. Fixed charges represent gross interest and amortization of
debt discount and expense and the interest factor of all rentals,
consisting of an appropriate interest factor on operating leases.
The ratio also includes the Company's share of the earnings and fixed
charges of significant joint ventures.
USE OF PROCEEDS
Except as may otherwise be disclosed in the Prospectus
Supplement, the net proceeds to be received by the Company from
sales of the Debt Securities will be used for general corporate
purposes which may include working capital, capital expenditures,
stock repurchases, repayment of borrowings and acquisitions.
DESCRIPTION OF DEBT SECURITIES
The following statements are subject to the detailed
provisions of the Indenture dated as of October 1, 1985, as
supplemented by the First Supplemental Indenture dated as of
February 1, 1991 and by the Second Supplemental Indenture dated
as of November 1, 1997 (collectively, the "Indenture") between
the Company and The Chase Manhattan Bank, as trustee (the
"Trustee"). References to particular sections of the Indenture
are noted below.
General
The Company has issued debt securities in the principal
amount of $1,025,500,000 under the Indenture. The Indenture does
not limit the amount of debt securities which may be issued
thereunder. The Debt Securities to which this Prospectus relates
will be issued from time to time with aggregate proceeds of up to
$600,000,000 or the equivalent thereof in foreign denominated
currency or composite currencies, and will be offered to the
public on terms determined by market conditions at the time of
sale. The Debt Securities may be issued in one or more series
with the same or various maturities and may be sold at par or at
an original issue discount. Debt Securities sold at an original
issue discount may bear no interest or interest at a rate which
is below market rates. The Debt Securities will be unsecured and
issued in fully registered form without coupons or, if specified
in the applicable Prospectus Supplement, in bearer form with
coupons (Sections 301 and 302).
Reference is made to the Prospectus Supplement for the
following terms to the extent they are applicable to the Debt
Securities offered hereby: (i) designation, aggregate principal
amount, denomination and currency; (ii) date of maturity; (iii)
currency or currencies for which Debt Securities may be purchased
and currency or currencies in which principal of and any interest
may be payable; (iv) if the currency for which Debt Securities
may be purchased or in which principal of and any interest may be
payable is at the purchaser's election, the manner in which such
an election may be made; (v) interest rate; (vi) the times at which
interest will be payable; (vii) redemption date and redemption price;
(viii) federal income tax consequences; and (ix) any other specific
terms of the Debt Securities.
Covenants Contained in Indenture
The Company will covenant not to issue, assume or guarantee
any indebtedness for borrowed money secured by liens on (a) any
property located in the United States which is (i) in the opinion
of the Board of Directors, a principal manufacturing property or
(ii) an oil, gas or mineral producing property, or (b) any shares
of capital stock or indebtedness of any subsidiary owning such
property, without equally and ratably securing the Debt
Securities, subject to certain exceptions specified in the
Indenture. Exceptions include: (1) existing liens on property of
the Company or liens on property of corporations at the time such
corporations become subsidiaries of or are merged with the
Company; (2) liens existing on property when acquired, or
incurred to finance the purchase price thereof; (3) certain liens
on property to secure the cost of exploration, drilling or
development of, or improvements on, such property; (4) certain
liens in favor of or required by contracts with governmental
entities; and (5) indebtedness secured by liens otherwise
prohibited by such covenant not exceeding 10% of the consolidated
net tangible assets of the Company and its consolidated
subsidiaries. Transfers of oil, gas or other minerals in place
for a period of time until the transferee receives a specified
amount of money or of such minerals or any other transfers
commonly referred to as "production payments," are outside the
scope of this covenant and are thus permitted without
restriction. The Company will also covenant not to enter into
any sale and lease-back transaction covering any property located
in the United States which is (i) in the opinion of the Board of
Directors, a principal manufacturing property or (ii) an oil, gas
or mineral producing property, unless (1) the Company would be
entitled under the provisions described above in this paragraph
to incur debt equal to the value of such sale and lease-back
transactions, secured by liens on the property to be leased,
without equally securing the outstanding Debt Securities, or (2)
the Company, during the four months following the effective date
of such sale and lease-back transaction, applies an amount equal
to the value of such sale and lease-back transaction to the
voluntary retirement of long-term indebtedness of the Company or
a subsidiary (Sections 101, 1005 and 1006).
Other than as described above and except as may be otherwise
specified in the applicable Prospectus Supplement, the Indenture
does not contain covenants specifically designed to protect
Holders in the event of a highly leveraged transaction involving
the Company.
Consolidation, Merger And Sale Of Assets
The Company, without the consent of the Holders of any of
the Outstanding Debt Securities under the Indenture, may
consolidate or merge with or into, or convey, transfer or lease
its properties and assets substantially as an entirety to, any
Person which is a corporation, partnership or trust organized and
validly existing under the laws of any domestic jurisdiction,
provided that (1) any successor Person assumes by supplemental
indenture the Company's obligations on the Debt Securities and
under the Indenture and (2) after giving effect to the
transaction no Event of Default, and no event which, after notice
or lapse of time, would become an Event of Default, shall have
occurred and be continuing under the Indenture (Section 801).
Defeasance Provisions
Defeasance And Discharge. The Indenture provides that, if
principal of and any interest on the Debt Securities are
denominated and payable in United States dollars, the Company
will be discharged from any and all obligations in respect of the
Debt Securities (except for certain obligations to register the
transfer or exchange of Debt Securities, to replace stolen, lost
or mutilated Debt Securities, to maintain paying agencies and to
hold moneys for payment in trust) upon the deposit with the
Trustee, in trust, of money, non-callable U.S. Government
Obligations (as defined) or a combination thereof, which through
the payment of interest and principal thereof in accordance with
their terms will provide money in an amount sufficient to pay any
installment of principal of (and premium, if any) and interest on
and any mandatory sinking fund payments in respect of the Debt
Securities on the Stated Maturity of such payments in accordance
with the terms of the Indenture and such Debt Securities. Such
discharge may only occur if there has been a change in applicable
Federal law such that, or the Company has received from, or there
has been published by, the United States Internal Revenue Service
a ruling to the effect that, such deposit, defeasance and
discharge will not be deemed, or result in, a taxable event with
respect to holders of the Debt Securities; and such discharge
will not be applicable to any Debt Securities then listed on the
New York Stock Exchange if the provision would cause said Debt
Securities to be de-listed as a result thereof (Section 403).
The term "U.S. Government Obligations" is defined to mean direct
obligations of the United States of America, backed by its full
faith and credit (Section 101).
Defeasance Of Certain Covenants. The Company may omit to
comply with certain restrictive covenants described in Sections
1005 (Limitation on Mortgages) and 1006 (Limitation on Sale and
Lease-Back) of the Indenture. To exercise such option, the
Company must deposit with the Trustee money, non-callable U.S.
Government Obligations or a combination thereof, which through
the payment of interest and principal thereof in accordance with
their terms will provide money in an amount sufficient to pay any
installment of principal of (and premium, if any) and interest on
and any mandatory sinking fund payments in respect of the Debt
Securities on the Stated Maturity of such payments in accordance
with the terms of the Indenture and such Debt Securities. The
Company will also be required to deliver to the Trustee an
opinion of counsel to the effect that the deposit and related
covenant defeasance will not cause the holders of the Debt
Securities to recognize income, gain or loss for Federal income
tax purposes (Section 1008).
Defeasance And Events Of Default. In the event the Company
exercises its option to omit compliance with certain covenants of
the Indenture and the Debt Securities are declared due and
payable because of the occurrence of any Event of Default, the
amount of money and U.S. Government Obligations on deposit with
the Trustee will be sufficient to pay amounts due on the Debt
Securities at the time of their Stated Maturity but may not be
sufficient to pay amounts due on the Debt Securities at the time
of the acceleration resulting from such Event of Default.
However, the Company shall remain liable for such payments.
Modification and Waiver
Other than modifications and amendments not adverse to
holders of the Debt Securities, modifications and amendments of
the Indenture and waivers of compliance with Indenture covenants
may be made only with the consent of the holders of a majority in
aggregate principal amount at maturity of the Debt Securities of
each series to be affected outstanding at that time (voting as a
class); provided, however, that the consent of all holders of
each outstanding series of Debt Securities affected thereby will
be required, among other things, to (a) change the stated
maturity of such Debt Securities; (b) reduce the principal amount
thereof; (c) reduce the rate or extend the time of payment of
interest or premium, if any, thereon; (d) impair the right to
institute suit for the enforcement of any such payment on or
after the respective due dates thereof; or (e) reduce the
percentage of in principal amount of Debt Securities required to
approve any supplemental indenture or any waiver under the
Indenture (Section 902). The holders of not less than a majority
in aggregate principal amount at maturity of outstanding Debt
Securities of each series affected thereby may waive any past
default under the Indenture and its consequences, except a
default (a) in the payment of the principal of, premium, if any,
or interest on such Debt Securities, or (b) in respect of a
covenant or provision which cannot be modified or amended without
the consent of all the holders of each outstanding series of Debt
Securities affected thereby (Section 507).
Information Concerning the Trustee
The Chase Manhattan Bank ("Chase") is also the trustee under
the indenture under which the Company's Serial Zero Coupon Bonds
Due 1997-2009 are outstanding and is fiscal agent for the
Company's 8% Bonds Due May 15, 2006. The Company has a credit
agreement with a group of banks including Chase under which Chase
has a commitment of $50 million. The Company maintains deposit
accounts and conducts other banking transactions with Chase.
Events of Default
Events of Default with respect to any series of Debt
Securities under the Indenture include: (a) default in payment of
any principal of or premium, if any, on such series, except for
principal due upon sinking fund redemptions; (b) default in the
payment of any installment of interest or sinking fund
redemption, if any, on such series and continuance of such
default for a period of 30 days; (c) default for 90 days after
notice in the performance of any other covenant in the Indenture;
or (d) certain events of bankruptcy, insolvency or reorganization
in respect of the Company (Section 501). The Trustee may
withhold notice to the holders of Debt Securities of any default
(except in the payment of principal of or premium, if any, or
interest on such series of Debt Securities) if it considers such
withholding to be in the interest of holders of Debt Securities
(Section 508). No Event of Default with respect to a particular
series of Debt Securities issued under the Indenture necessarily
constitutes an Event of Default with respect to any other series
of Debt Securities.
On the occurrence of an Event of Default, the Trustee or the
holders of at least 25% in principal amount at maturity of Debt
Securities of each such series then outstanding may declare the
principal (or in the case of Debt Securities sold at an original
issue discount, the amount specified in the terms thereof) to be
due and payable immediately (Section 501). Upon payment of such
amount, together with any premium or interest due thereon, if
any, all the Company's obligations in respect to payment of
indebtedness on such Debt Securities will terminate (Sections
401, 501 and 502).
Within 120 days after the end of each fiscal year, certain
officers of the Company are required to inform the Trustee
whether they know of any default under the Indenture, specifying
any such default and the nature and status thereof (Section
1004). Subject to provisions relating to its duties in case of
default, the Trustee is under no obligation to exercise any of
its rights or powers under the Indenture at the request, order or
direction of any holders of Debt Securities unless such holders
of Debt Securities shall have offered to the Trustee reasonable
indemnity (Section 603).
Global Securities
The Debt Securities of a series may be issued in whole or in
part in the form of one or more global securities ("Global
Securities") that will be deposited with, or on behalf of, a
depositary (the "Depositary") identified in the Prospectus
Supplement relating to such series. Global Securities may be
issued in either registered or bearer form and in either
temporary or definitive form. Unless and until it is exchanged
in whole or in part for Debt Securities in definitive form, a
Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee
of such successor (Sections 203 and 302).
The specific terms of the depositary arrangement with
respect to any Debt Securities of a series will be described in
the Prospectus Supplement relating to such series if other than
or in addition to the description below. The Company anticipates
that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for
such Global Security will credit, on its book-entry registration
and transfer system, the respective principal amounts of the Debt
Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary
("participants"). The accounts to be credited shall be
designated by the underwriters of such Debt Securities, by
certain agents of the Company or by the Company, if such Debt
Securities are offered and sold directly by the Company.
Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests
through participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by
the Depositary for such Global Security or by participants or
persons that hold through participants. The laws of some states
require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and
such laws may impair the ability to transfer beneficial interests
in a Global Security.
So long as the Depositary for a Global Security, or its
nominee, is the owner of such Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such Global
Security for all purposes under the Indenture governing such Debt
Securities. Except as set forth below, owners of beneficial
interests in a Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to
receive physical delivery of Debt Securities of such series in
definitive form and will not be considered the owners or holders
thereof under the Indenture governing such Debt Securities.
Accordingly, each person owning a beneficial interest in a Global
Security must rely on the procedures of the Depositary and, if
such person is not a participant, on the procedures of the
participant and, if applicable, the indirect participant, through
which such person owns its interest, to exercise any rights of a
holder under the Indenture.
Principal, premium, if any, and interest payments on Debt
Securities registered in the name of or held by a Depositary or
its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner or the holder of the Global
Security representing such Debt Securities. None of the Company,
the Trustee for such Debt Securities, any paying agent or the
security registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership
interests in a Global Security for such Debt Securities or for
maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
The Company expects that the Depositary for Debt Securities
of a series, upon receipt of any payment of principal, premium or
interest in respect of a definitive Global Security, will credit
immediately participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the
principal amount of such Global Security as shown on the records
of such Depositary. The Company also expects that payments by
participants to owners of beneficial interests in such Global
Security held through such participants will be governed by
standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form
or registered in "street name", and will be the responsibility of
such participants.
If a Depositary for Debt Securities of a series is at any
time unwilling or unable to continue as Depositary and a
successor Depositary is not appointed by the Company within 90
days, the Company will issue Debt Securities of such series in
definitive form in exchange for the Global Security or Securities
representing the Debt Securities of such series. In addition,
the Company may at any time and in its sole discretion determine
not to have any Debt Securities of a series represented by one or
more Global Securities and, in such event, will issue Debt
Securities of such series in definitive form in exchange for the
Global Security or Securities representing such Debt Securities.
Further, an owner of a beneficial interest in a Global Security
representing Debt Securities of such series may, on terms
acceptable to the Company and the Depositary for such Global
Security, receive Debt Securities of such series in definitive
form. In any such instance, an owner of a beneficial interest in
a Global Security will be entitled to physical delivery in
definitive form of Debt Securities of the series represented by
such Global Security equal in principal amount to such beneficial
interest and to have such Debt Securities registered in its name
(if the Debt Securities of such series are issuable as Registered
Securities) (Section 203). Unless otherwise specified in the
applicable Prospectus Supplement, Debt Securities of such series
so issued in definitive form will be issued as Registered
Securities in denominations, unless otherwise specified by the
Company, of $1,000 and integral multiples thereof.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered
hereby: (i) directly to purchasers; (ii) through agents; (iii) to
broker-dealers as principals; and (iv) through underwriters.
Offers to purchase Debt Securities may be solicited directly
by the Company or by agents designated by the Company from time
to time. Any such agent, who may be deemed to be an underwriter
as that term is defined in the Securities Act of 1933 (the
"Act"), involved in the offer or sale of the Debt Securities in
respect of which this Prospectus is delivered will be named, and
any commissions payable by the Company to such agent set forth,
in a Prospectus Supplement. Unless otherwise indicated in such
Prospectus Supplement, any such agent will be acting on a best
efforts basis.
If a broker-dealer is utilized in the sale of the Debt
Securities in respect of which this Prospectus is delivered, the
Company will sell such Debt Securities to the dealer, as
principal. The dealer may then resell such Debt Securities to
the public at varying prices to be determined by such dealer at
the time of resale.
If an underwriter or underwriters are utilized in the sale,
the Company will enter into an underwriting agreement with such
underwriters at the time of sale to them and the names of the
underwriters and the terms of the transaction will be set forth
in a Prospectus Supplement, which will be used by the
underwriters to make resales of the Debt Securities in respect of
which this Prospectus is delivered to the public.
Agents, broker-dealers or underwriters may be entitled under
agreements which may be entered into with the Company to
indemnification by the Company against certain civil liabilities,
including liabilities under the Act, and may be customers of,
engage in transactions with or perform services for the Company
in the ordinary course of business.
The place and time of delivery for the Debt Securities in
respect of which this Prospectus is delivered are set forth in
the accompanying Prospectus Supplement.
EXPERTS
The consolidated financial statements of the Company
incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996
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, the three- and six-month periods ended June 30 and the
three- and nine-month periods ended September 30, 1997 and 1996,
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 24, 1997, July 25,
1997 and October 27, 1997 incorporated by reference herein, state
that they did not audit and they did not express an opinion on
that unaudited financial information. Price Waterhouse has not
carried out any significant or additional tests beyond those
which would have been necessary if their report had not been
included. Accordingly, the degree of reliance on their report 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 Act for
their report on the unaudited consolidated financial information
because that 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 Act.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission Registration Fee..........$170,000
Printing..................................................... 80,000*
Accountants' Fees and Expenses............................... 80,000*
Trustees' Fees and Expenses.................................. 10,000*
Rating Agency Fees........................................... 465,000*
Miscellaneous Expenses....................................... 20,000*
-------
Total........................................................$825,000*
-------
-------
- -----------
*Estimated.
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.
EXHIBIT NO.
- -----------
1 Underwriting Agreement(to be filed on a Current
Report on Form 8-K).
4.1 The Company's Restated Certificate of
Incorporation (incorporated by reference to Exhibit
3(i) to the Company's Form 10-Q for the quarter ended
March 31, 1997).
4.2 The Company's By-laws, as amended (incorporated by
reference to Exhibit 3(ii) to the Company's Form 10-Q
for the quarter ended March 31, 1996).
4.3 Indenture between the Company and The Chase
Manhattan Bank (National Association), Trustee, dated
as of October 1, 1985. (Incorporated by reference to
Exhibit 4(b) to Registration Statement No. 33-04551).
4.4 First Supplemental Indenture dated as of February
1, 1991 between the Company and The Chase Manhattan
Bank (National Association), as Trustee (incorporated
by reference to Exhibit 4 to the Company's Form 8-K
dated February 1, 1991).
4.5 Second Supplemental Indenture dated as of November
1, 1997 between the Company and The Chase Manhattan
Bank, as Trustee (filed herewith).
5 Opinion of Victor P. Patrick, Esq., with respect
to the legality of the securities being registered
hereby.*
12 Statement of Computation of the Company's ratio of
earnings to fixed charges (filed herewith).
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 Victor P. Patrick, Esq. is
contained in his opinion filed as Exhibit 5 to this
registration statement.
24 Powers of Attorney (filed herewith).
25 Form T-1 Statement of Eligibility and
Qualification (filed herewith).
- ---------
*Previously filed.
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.
(4) For purposes of determining any liability under the
Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(b) under the Act shall
be deemed to be part of this registration statement as of the
time it was declared effective.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(6) To file an application for the purpose of
determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act, as
amended ("Trust Indenture Act") in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2)
of the Trust Indenture Act.
(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.
<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 13th day of November, 1997.
ALLIEDSIGNAL INC.
By: /s/ Richard F. Wallman
--------------------
Richard F. Wallman
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.
Name Title Date
* Director, Chairman of the
- ---------------------------- Board and Chief Executive Officer
(Lawrence A. Bossidy)
*
- ---------------------------- Director
(Hans W. Becherer)
*
- ---------------------------- Director
(Daniel P. Burnham)
*
- ---------------------------- Director
(Ann M. Fudge)
*
- ---------------------------- Director
(Paul X. Kelley)
*
- ---------------------------- Director
(Robert P. Luciano)
*
- ---------------------------- Director
(Robert B. Palmer)
*
- ---------------------------- Director
(Russell E. Palmer)
*
- ---------------------------- Director
(Frederic M. Poses)
*
- ---------------------------- Director
(Ivan G. Seidenberg)
*
- ---------------------------- Director
(Andrew C. Sigler)
*
- ---------------------------- Director
(John R. Stafford)
*
- ---------------------------- Director
(Thomas P. Stafford)
*
- ---------------------------- Director
(Robert C. Winters)
*
- ---------------------------- Director
(Henry T. Yang)
/s/ Richard F. Wallman
- ---------------------------- Senior Vice President and November 13, 1997
(Richard F. Wallman) Chief Financial Officer
(Principal Financial Officer)
/s/ Nancy A. Garvey
- ---------------------------- Vice President and Controller November 13, 1997
(Nancy A. Garvey) (Principal Accounting Officer)
*By: /s/ Nancy A. Garvey
- ---------------------------- November 13, 1997
(Nancy A. Garvey,
Attorney-in-Fact)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Underwriting Agreement(to be filed on a Current Report on Form 8-K).
2 Omitted (inapplicable).
4.1 The Company's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3(i) to the
Company's Form 10-Q for the quarter ended March 31,
1997).
4.2 The Company's By-laws, as amended (incorporated by
reference to Exhibit 3(ii) to the Company's Form 10-Q for
the quarter ended March 31, 1996).
4.3 Indenture between the Company and The Chase
Manhattan Bank (National Association), Trustee, dated as
of October 1, 1985. (Incorporated by reference to
Exhibit 4(b) to Registration Statement No. 33-04551).
4.4 First Supplemental Indenture dated as of February 1,
1991 between the Company and The Chase Manhattan Bank
(National Association), as Trustee (incorporated by
reference to Exhibit 4 to the Company's Form 8-K dated
February 1, 1991).
4.5 Second Supplemental Indenture dated as of November
1, 1997 between the Company and The Chase Manhattan Bank,
as Trustee (filed herewith).
5 Opinion of Victor P. Patrick, Esq., with respect to
the legality of the securities being registered hereby.*
8 Omitted (inapplicable).
12 Statement of Computation of the Company's ratio of
earnings to fixed charges (filed herewith).
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 Victor P. Patrick, Esq. is contained
in his opinion filed as Exhibit 5 to this registration
statement.
24 Powers of Attorney (filed herewith).
25 Form T-1 Statement of Eligibility and Qualification
(filed herewith).
26 Omitted (inapplicable).
27 Omitted (inapplicable).
28 Omitted (inapplicable).
99 Omitted (inapplicable).
-----------------------
*Previously filed.
EXHIBIT 4.5
SECOND SUPPLEMENTAL INDENTURE, dated as of November 1,
1997, between ALLIEDSIGNAL INC., a Delaware corporation
(hereinafter called the "Corporation"), and The Chase Manhattan
Bank, a banking association organized and existing under the laws
of the State of New York (formerly The Chase Manhattan Bank
(National Association))(hereinafter called the "Trustee").
WHEREAS, the Corporation and the Trustee entered into
an Indenture, dated as of October 1, 1985 (hereinafter the
"Original Indenture"), providing for the creation, execution,
authentication and delivery of certain Debentures of the
Corporation;
WHEREAS, the Corporation and the Trustee entered into a
First Supplemental Indenture, dated as of February 1, 1991
(hereinafter the "First Supplemental Indenture" and, together
with the Original Indenture, the "Indenture as Amended"),
providing for the creation, execution, authentication and
delivery of certain Debentures of the Corporation;
WHEREAS, the Corporation has requested the Trustee to
join with it in the execution and delivery of this Second
Supplemental Indenture in order to supplement and amend the
Indenture as Amended, by amending certain provisions and by
adding certain provisions thereto, to clarify the provisions
relating to defeasance and to provide for an additional covenant
of the Corporation relating to consolidation, merger, conveyance,
transfer or lease;
WHEREAS, Section 901 of the Original Indenture
provides, among other things, that the Corporation, when
authorized by the Board of Directors and the Trustee, may from
time to time and at any time enter into an indenture or
indentures supplemental to the Original Indenture for the
purpose, inter alia, of making additional provisions in regard to
matters or questions arising thereunder which shall not be
inconsistent with the provisions of the Original Indenture and
shall not adversely affect the interests of the Holders of any
series or the Holders of any Coupons;
WHEREAS, the Corporation and the Trustee are desirous
of entering into this Second Supplemental Indenture for the
purposes set forth in Section 901 of the Original Indenture as
referred to above; and
WHEREAS, all acts and things necessary to cause this
Second Supplemental Indenture to be a valid, binding and legal
instrument of the Corporation have been done and performed by the
Corporation, and the execution and delivery of this Second
Supplemental Indenture have in all respects been duly authorized
by the Corporation, and the Corporation, in the exercise of the
legal right and power in it vested, executes this Second
Supplemental Indenture.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises and the
covenants herein contained and the purchase and acceptance of the
Debentures issued hereunder by the Holders thereof, and for other
valuable consideration, the receipt of which is hereby
acknowledged, the Corporation covenants and agrees with the
Trustee, for the equal and proportionate benefit of the
respective Holders from time to time of the Debentures, as
follows:
ARTICLE ONE
DEFINITIONS
Except as otherwise defined in or amended by this
Second Supplemental Indenture, each capitalized term used herein
shall have the meaning assigned thereto in the Indenture as
Amended.
ARTICLE TWO
MODIFICATIONS OF THE ORIGINAL INDENTURE
A. Section 101 of the Indenture as Amended is further
amended to add a new definition thereto, in the appropriate
alphabetical sequence as follows:
"U.S. Government Obligations" means direct obligations of the
United States of America, backed by its full faith and credit.
B. Subsection 314(b) of the Indenture as Amended is
amended by amending such subsection to read in its entirety as
follows:
(b) Notwithstanding any contrary provision herein, (i)
Debentures of any series referred to as "Medium-Term Notes"
shall not be required to be identical as set forth in the
third sentence of Section 301, provided, however, that all
Debentures of any such series shall be identical in respect of
covenants and Events of Default, and (ii) the terms of any
Debenture of any such series may be determined at the time of
issuance of such Debenture by the Pricing Committee (or by any
Person authorized to determine such terms on behalf of the
Pricing Committee).
C. The Indenture as Amended is further amended by
adding the following Section 403:
SECTION 403. Defeasance and Discharge of Indenture.
If the principal of and any premium and interest on
Debentures of any series issued on or after November 1, 1997
are denominated and payable in United States of America
dollars, the Corporation shall be deemed to have paid and
discharged the entire indebtedness on all the Outstanding
Debentures of such series on the 91st day after the date of
the deposit referred to in subparagraph (1) of this section,
and the provisions of this Indenture, as it relates to such
Outstanding Debentures, shall no longer be in effect (and the
Trustee, at the expense of the Corporation, shall at the
Corporation's request, execute proper instruments
acknowledging the same), except as to:
(a) the rights of Holders of Debentures to receive, from the
trust funds described in subparagraph (1) of this section, (i)
payment of the principal of (and premium, if any) and interest
on the Outstanding Debentures on the Stated Maturity of such
principal or installment of principal and interest and (ii)
the benefit of any mandatory sinking fund payments applicable
to the Debentures on the day on which such payments are due
and payable in accordance with the terms of this Indenture and
the Debentures;
(b) the Corporation's obligations with respect to such
Debentures under Sections 306, 307, 1002 and 1003; and
(c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder;
provided that, the following conditions shall have been
satisfied:
(1) The Corporation has deposited or caused to be irrevocably
deposited with the Trustee (or another trustee satisfying the
requirements of Section 609) as trust funds in trust,
specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of the Debentures, (i) money in an
amount, or (ii) non-callable U.S. Government Obligations which
through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later
than one day before the due date of any payment referred to in
clause (A) or (B) of this subparagraph (1) money in an amount
or (iii) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge (A) the
principal of (and premium, if any) and each installment of
principal of (and premium, if any) and interest on the
Outstanding Debentures on the Stated Maturity of such
principal or installment of principal and interest and (B) any
mandatory sinking fund payments applicable to the Debentures
on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of the
Debentures;
(2) such deposit shall not cause the Trustee with respect to
the Debentures to have a conflicting interest as defined in
Section 608 and for purposes of the Trust Indenture Act with
respect to the Debentures;
(3) such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture or any other
agreement or instrument to which the Corporation is a party or
by which it is bound;
(4) such provision would not cause any Outstanding Debentures
then listed on the New York Stock Exchange or other securities
exchange to be delisted as a result thereof;
(5) no Event of Default or event which with notice or lapse
of time would become an Event of Default with respect to the
Debentures shall have occurred and be continuing on the date
of such deposit or during the period ending on the 91st day
after such date;
(6) the Corporation has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel to the effect that there
has been a change in applicable Federal law such that, or the
Corporation has received from, or there has been published by,
the Internal Revenue Service a ruling to the effect that,
Holders of the Debentures will not recognize income, gain or
loss for Federal income tax purposes as a result of such
deposits, defeasance and discharge and will be subject to
Federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred; and
(7) the Corporation has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the defeasance contemplated
by this Section have been complied with.
D. The Indenture as Amended is further amended by
adding the following Article 8A:
ARTICLE 8A: ALTERNATIVE CONSOLIDATION, MERGER, CONVEYANCE,
TRANSFER OR LEASE
SECTION 801A. Corporation May Consolidate, Etc., Only on
Certain Terms.
With respect to Debentures of any series issued on or after
November 1, 1997, notwithstanding any contrary provision in
Article 8, the Corporation shall not consolidate with or merge
into any other Person or convey, transfer or lease its
properties and assets substantially as an entirety to any
Person unless:
(1) the Person formed by such consolidation or into
which the Corporation is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and
assets of the Corporation substantially as an entirety shall
be a corporation, partnership or trust, shall be organized and
validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to
the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest on all the Debentures and
the performance or observance of every covenant and agreement
of this Indenture on the part of the Corporation to be
performed or observed;
(2) immediately after giving effect to such transaction,
no Event of Default, and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have
happened and be continuing; and
(3) the Corporation has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, conveyance, transfer or lease
and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture, comply
with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied
with.
SECTION 802A. Successor Substituted.
With respect to Debentures of any series issued on or after
November 1, 1997, notwithstanding any contrary provision in
Article 8, upon any consolidation of the Corporation with, or
merger by the Corporation into, any other Person or any
conveyance, transfer or lease of the properties and assets of
the Corporation substantially as an entirety in accordance
with Section 801A, the successor Person formed by such
consolidation or into which the Corporation is merged or to
which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and
power of, the Corporation under this Indenture with the same
effect as if such successor Person had been named as the
Corporation herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the
Debentures.
E. The Indenture as Amended is further amended by adding the
following to Article 10:
SECTION 1008. Defeasance of Certain Obligations.
The following provisions shall apply to the Debentures of
each series issued on or after November 1, 1997 unless
specifically otherwise provided in a Board Resolution,
Officers' Certificate or indenture supplemental hereto
provided pursuant to Section 301. The Corporation may omit to
comply with any term, provision or condition set forth in
Sections 1005 and 1006 and any such omission with respect to
Sections 1005 and 1006 shall not be an Event of Default, in
each case with respect to the Debentures of that series,
provided that the following conditions have been satisfied:
(1) with reference to this Section 1008, the Corporation
has deposited or caused to be irrevocably deposited with the
Trustee (or another trustee satisfying the requirements of
Section 609) as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the
Holders of the Debentures of that series, (i) money in an
amount, or (ii) non-callable U.S. Government Obligations which
through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later
than one day before the due date of any payment referred to in
clause (A) or (B) of this subparagraph (1) money in an amount,
or (iii) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge (A) the
principal of (and premium, if any) and each installment of
principal (and premium, if any) and interest on the
Outstanding Debentures on the Stated Maturity of such
principal or installments of principal and interest and (B)
any mandatory sinking fund payments or analogous payments
applicable to the Debentures of such series on the day on
which such payments are due and payable in accordance with the
terms of this Indenture and of such Debentures;
(2) such deposit shall not cause the Trustee with
respect to the Debentures of that series to have a conflicting
interest as defined in Section 608 and for purposes of the
Trust Indenture Act with respect to the Debentures of any
series;
(3) such deposit will not result in a breach or
violation of, or constitute a default under, this Indenture or
any other agreement or instrument to which the Corporation is
a party or by which it is bound;
(4) no Event of Default or event which with notice or
lapse of time would become an Event of Default with respect to
the Debentures of that series shall have occurred and be
continuing on the date of such deposit;
(5) the Corporation has delivered to the Trustee an
Opinion of Counsel to the effect that Holders of the
Debentures of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such
deposit and defeasance of certain obligations and will be
subject to Federal income tax on the same amount and in the
same manner and at the same times as would have been the case
if such deposit and defeasance had not occurred; and
(6) the Corporation has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to
the defeasance contemplated in this Section have been complied
with.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
1. The Indenture as Amended, as further amended and
modified by this Second Supplemental Indenture, hereby is in all
respects ratified, confirmed and approved.
2. This Second Supplemental Indenture shall be
construed in connection with and as part of the Indenture as
Amended.
3. This Second Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one
and the same instrument.
4. The recitals contained herein shall be taken as the
statements of the Corporation, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no
representation as to the validity or sufficiency of this Second
Supplemental Indenture.
5. This Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the
State of New York.
The Chase Manhattan Bank hereby accepts the trusts in
this Second Supplemental Indenture declared and provided, upon
the terms and conditions hereinabove set forth.
IN WITNESS WHEREOF, ALLIEDSIGNAL INC. has caused this
Second Supplemental Indenture to be duly signed and acknowledged
by one of its officers thereunto duly authorized, and its
corporate seal to be affixed hereunto, and the same to be
attested by its Secretary or an Assistant Secretary; and THE
CHASE MANHATTAN BANK has caused this Second Supplemental
Indenture to be duly signed and acknowledged by one of its
officers thereunto duly authorized, and its corporate seal to be
affixed hereunto, and the same to be attested by one of its
officers thereunto duly authorized.
ALLIEDSIGNAL INC.,
By: /s/ John W. Gamble, Jr.
------------------------
SEAL Name:John W. Gamble, Jr.
Title:Assistant Treasurer
Attest:
/s/ Dennis R. Marshall
- -----------------------
Name: Dennis R. Marshall
Title: Assistant Secretary
THE CHASE MANHATTAN BANK
By: /s/ Ronald Halleran
----------------------
SEAL Name:Ronald Halleran
Title:Second Vice President
Attest:
/s/ Gemmel Richards
- ----------------------
Name:Gemmel Richards
Title:Assistant Secretary
Exhibit 12
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EXCLUDING CUMULATIVE EFFECTS OF ACCOUNTING CHANGES
(Dollars in millions)
Nine Months
Ended
September 30, YEAR ENDED DECEMBER 31,
----------- --------------------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
Determination
of Earnings:
Income from continuing
operations..............$937 $784 $1,072 $963 $817 $712 $595
Income taxes............. 442 425 559 411 375 276 183
Fixed charges............ 170 182 237 229 208 220 283
Less: Equity income -
net of distributions.... (40) (22) (33) (59) (10) (34) (47)
----- ----- ----- ----- ----- ---- ----
Total earnings,
as defined........$1,509 $1,369 $1,835 $1,544 $1,390 $1,174 $1,014
===== ===== ===== ===== ===== ===== ======
Fixed Charges:
Rents(a).................$31 $30 $41 $51 $57 $54 $55
Interest and other
financial charges.......139 152 196 178 151 166 228
----- ----- ----- ----- ----- ----- -----
Fixed charges............170 182 237 229 208 220 283
Capitalized interest..... 16 17 23 21 23 29 27
----- ----- ----- ----- ----- ----- -----
Total fixed charges...$186 $199 $260 $250 $231 $249 $310
===== ===== ===== ===== ===== ===== =====
Ratio of Earnings to
Fixed Charges:..........8.11 6.88 7.06 6.18 6.02 4.71 3.27
===== ===== ===== ===== ===== ==== =====
(a) Denotes the equivalent of an appropriate portion of rentals
representative of the interest factor (one-third) on all rentals other
than for capitalized leases.
Exhibit 15
November 13, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Dear Ladies and Gentlemen:
We are aware that AlliedSignal Inc. has incorporated by reference our
reports dated April 24, 1997, July 25, 1997 and October 27, 1997
(issued pursuant to the provisions of Statement on Auditing
Standards No. 71) in the Prospectus constituting part of its
Registration Statement on Form S-3 to be filed on or about
November 13, 1997. We are also aware of our responsibilities
under the Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
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 January 31, 1997, which appears in
the 1996 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, 1996.
We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Morristown, New Jersey
November 13, 1997
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 Peter M. Kreindler, Richard F.
Wallman, Robert F. Friel 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 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.
/s/ Lawrence A. Bossidy
-----------------------
Lawrence A. Bossidy
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, Hans W. Becherer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 intoich 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.
/s/ Hans W. Becherer
--------------------
Hans W. Becherer
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, Daniel P. Burnham, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Robert F. Friel
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 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 66,800,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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 the extent that they confer authority to sign the
above-described documents.
/s/ Daniel P. Burnham
----------------
- ------
Daniel P. Burnham
Dated: November 10, 1997
<PAGE>
POWER OF ATTORNEY
I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Peter M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.
/s/ Ann M. Fudge
----------------
Ann M. Fudge
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, Paul X. Kelley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.
/s/ Paul X. Kelley
------------------
Paul X. Kelley
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, Robert P. Luciano, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
<PAGE>
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.
/s/ Robert P. Luciano
---------------------
Robert P. Luciano
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, Robert B. Palmer, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the Common Stock of the
Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares
having a market value of $200,000,000, 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.
/s/ Robert B. Palmer
-------------------------
Robert B. Palmer
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, Russell E. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.
/s/ Russell E. Palmer
---------------------
Russell E. Palmer
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, Frederic M. Poses, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Robert F. Friel
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 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 66,800,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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 the extent that they confer authority to sign the
above-described documents.
/s/ Frederic M. Poses
---------------------
Frederic M. Poses
Dated: November 10, 1997
<PAGE>
POWER OF ATTORNEY
I, Ivan G. Seidenberg, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
<PAGE>
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.
/s/ Ivan G. Seidenberg
----------------------
Ivan G. Seidenberg
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, Andrew C. Sigler, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.
/s/ Andrew C. Sigler
--------------------
Andrew C. Sigler
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, John R. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.
/s/ John R. Stafford
--------------------
John R. Stafford
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, Thomas P. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.
/s/ Thomas P. Stafford
----------------------
Thomas P. Stafford
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, Robert C. Winters, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 $600 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 $600 million;
(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 $600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
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.
/s/ Robert C. Winters
---------------------
Robert C. Winters
Dated: March 21, 1997
<PAGE>
POWER OF ATTORNEY
I, Henry T. Yang, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Robert F. Friel 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 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 $600 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 oraffiliates;
(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 $600 million;
(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
$600 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 the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants topurchase 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.
/s/ Henry T. Yang
--------------------
Henry T. Yang
Dated: March 21, 1997
----------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-----------------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ______
-----------------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------------------
Allied-Signal Inc.
(Exact name of obligor 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
Morristown, New Jersey (973)455-6386 07962
(Address of principal executive offices) (Zip Code)
----------------------------------------
Debt Securities
(Title of the indenture securities)
-------------------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a)Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement
of Eligibility.
1. A copy of the Articles of Association of the Trustee as
now in effect, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31,
1977, December 31, 1980, September 9, 1982, February 28, 1985,
December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee
to Commence Business (see Exhibit 2 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is
incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers
being contained in the documents identified above as Exhibits 1
and 2.
4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with Registration
Statement No. 333-06249, which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b)
of the Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference. On July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the
Trustee, published pursuant to law or the requirements of its
supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, a corporation
organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 7th day of
November, 1997.
THE CHASE MANHATTAN BANK
By /s/ Ronald J. Helleran
--------------------------
Ronald J. Halleran
Second Vice President
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1997, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................... $13,892
Interest-bearing balances ........................... 4,282
Securities: ............................................
Held to maturity securities............................. 2,857
Available for sale securities........................... 34,091
Federal funds sold and securities purchased under
agreements to resell ................................ 29,970
Loans and lease financing receivables:
Loans and leases, net of unearned income $124,827
Less: Allowance for loan and lease losses 2,753
Less: Allocated transfer risk reserve ..... 13
---------
Loans and leases, net of unearned income,
allowance, and reserve ............................. 122,061
Trading Assets ....................................... 56,042
Premises and fixed assets (including capitalized
leases)............................................. 2,904
Other real estate owned .............................. 306
Investments in unconsolidated subsidiaries and
associated companies................................ 232
Customers' liability to this bank on acceptances
outstanding ........................................ 2,092
Intangible assets ..................................... 1,532
Other assets .......................................... 10,448
-------
TOTAL ASSETS .......................................... $280,709
=========
- 4 -
<PAGE>
LIABILITIES
Deposits
In domestic offices .................................... $91,249
Noninterest-bearing ....................$38,157
Interest-bearing ....................... 53,092
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .............................................. 70,192
Noninterest-bearing ................... $ 3,712
Interest-bearing .............. ...... 66,480
Federal funds purchased and securities sold under agree-
ments to repurchase ....................................... 35,185
Demand notes issued to the U.S. Treasury .................. 1,000
Trading liabilities ....................................... 42,307
Other borrowed money (includes mortgage indebtedness
and obligations under calitalized leases):
With a remaining maturity of one year or less .......... 4,593
With a remaining maturity of more than one year
through three years.............................. ..260
With a remaining maturity of more than three years...... 146
Bank's liability on acceptances executed and outstanding... 2,092
Subordinated notes and debentures ......................... 5,715
Other liabilities .........................................11,373
TOTAL LIABILITIES ........................................264,112
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ...............................................1,211
Surplus (exclude all surplus related to preferred stock)..10,283
Undivided profits and capital reserves .................... 5,280
Net unrealized holding gains (losses)
on available-for-sale securities ........................... (193)
Cumulative foreign currency translation adjustments ........ 16
TOTAL EQUITY CAPITAL ......................................16,597
------
TOTAL LIABILITIES AND EQUITY CAPITAL.....................$280,709
==========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE )DIRECTORS
WILLIAM B. HARRISON, JR. )
-5-
