REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AlliedSignal Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 22-1918501
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(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
P.O. Box 4000
Morristown, New Jersey 07962 07962-2497
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(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)
(201) 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. [ ]
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
each class of maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit (1) price (1) fee
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Common Shares
(par value $1.00 750,000 $73.125 $54,843,750 $16,619.32
per share)
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(1) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and the
low prices of the Common Stock as quoted on the New York Stock Exchange
on February 21, 1997.
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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 WILL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION ACTING PURSUANT TO SAID SECTION 8(A) MAY DETERMINE.
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.
SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1997
PROSPECTUS
750,000 Common Shares
AlliedSignal Inc.
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This Prospectus relates to up to 750,000 Common Shares, $1.00 par
value per share (the "Common Shares"), of AlliedSignal Inc. (the
"Company"), which may be offered and sold to immediate family members
of certain participants in the 1993 Stock Plan for Employees of
AlliedSignal Inc. and Its Affiliates, as amended (the "Plan"), pursuant
to nonqualified stock options granted to such participants under the
Plan, some or all of which may be transferred by participants to
immediate family members, including trusts for the benefit of these
family members and partnerships in which these family members are the
only partners, in accordance with the Plan and the grant documents
specifying the terms and conditions of such stock options. This
prospectus also relates to the offer and sale of Common Shares pursuant
to such stock options to the beneficiaries of the assets of such
immediate family members, or the executors, administrators or
beneficiaries of their estates, or other persons duly authorized by law
to administer the estate or assets of such persons.
The Common Shares are traded on the New York Stock Exchange
("NYSE") under the symbol "ALD." On February 24, 1997 the closing sale
price of the Common Shares on the NYSE was $74.00 per share.
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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.
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No person is authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made,
such information or representation should not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to purchase the securities
offered by this Prospectus in any jurisdiction in which, or to or from
any person to or from whom, it is unlawful to make such an offer, or
solicitation of an offer. Neither the delivery of this Prospectus nor
any distribution of the securities offered pursuant to this Prospectus
shall, under any circumstances, create any implication that there has
been no change in the information set forth herein or in the affairs of
the Company since the date of this Prospectus or that the information
herein is correct as of any time subsequent to its date.
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The date of this Prospectus is February 25, 1997
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TABLE OF CONTENTS
Available Information.................................................4
Information Incorporated by Reference.................................4
The Company...........................................................5
Use of Proceeds.......................................................5
Description of the Plan and the Stock Options.........................5
Federal Income Tax Consequences.......................................10
Legal Matters.........................................................11
Experts...............................................................11
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (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, D.C. 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. 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.
This Prospectus does not contain all the information set forth in
the Registration Statement on Form S-3 (the "Registration Statement")
filed by the Company with the Commission with respect to the securities
to which the Prospectus relates, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Shares,
reference is made to the Registration Statement including the exhibits
thereto, which may be inspected at the above referenced public
reference facilities of the Commission. Statements contained herein
concerning the provisions of any document are not necessarily complete
and in each instance reference is made to the copy of the document
filed as an exhibit or schedule to the Registration Statement. Each
such statement is qualified in its entirety by reference to the copy of
the applicable documents filed with the Commission.
INFORMATION INCORPORATED 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, 1995;
2. the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1996; and
3. the Company's Current Reports on Form 8-K filed on February 29,
April 26, November 26, and December 16, 1996 and January 15 and
February 20, 1997.
All reports and other documents filed with the Commission by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this Prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents. Any
statement contained 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 in any other subsequently filed document that is also
incorporated or 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 (201) 455-5067.
THE COMPANY
The Company's operations are conducted under three business
segments: 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 (201) 455-2000.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the
Common Shares offered hereby for general corporate purposes.
DESCRIPTION OF THE PLAN AND THE STOCK OPTIONS
GENERAL INFORMATION
A copy of the Plan is filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. The following is a
description of the Company's 1993 Stock Plan for Employees of
AlliedSignal Inc. and its Affiliates. The purpose of the Plan is to
aid the Company and its subsidiaries and affiliates in attracting and
retaining the best available talent and to encourage the highest level
of performance by employees. By affording employees the opportunity to
acquire an equity interest in the Company and by providing them
incentives to put forth maximum efforts for the success of the
Company's business, the Plan is expected to contribute to the
attainment of those objectives. Employees of affiliates of the Company
may also be considered for participation in the Plan.
This description summarizes certain material provisions of the
Plan, and as such, it does not purport to be complete and is qualified
in its entirety by reference to the Plan. Terms used herein and not
otherwise defined shall have the respective meanings set forth in the
Plan.
SECURITIES TO BE OFFERED
The Plan was adopted by the Board of Directors on January 29, 1993
and was approved by the shareowners of the Company on April 26, 1993.
The Board of Directors approved amendments to the Plan on February 4,
1994, which were approved by the shareowners on April 25, 1994. The Plan
provides for the annual grant of up to 1.5% of the Common Shares of the
Company issued on December 31 of the immediately preceding year, provided
that Common Shares available in any year that are not utilized are available
for use in subsequent years, through (i) incentive stock options ("ISOs")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") (provided, that no more than 1.7 million shares
can be available for the grant of ISOs in any year) and (ii)
nonstatutory stock options ("NSSOs") not intended to qualify under
Section 422 of the Code. No participant may receive a grant of greater
than 1,500,000 Common Shares over any three-year period. Each option
granted under the Plan may, at the discretion of the Committee, contain
provision for limited rights, as described below.
Common Shares under the Plan may be unissued shares, treasury
shares or a combination of each. As of February 24, 1997,
approximately 15,000,000 unexercised options to purchase Common Shares
were outstanding under the Plan.
ADMINISTRATION OF THE PLAN
The Management Development and Compensation Committee (the
"Committee") has the authority to determine the employees to whom
options are to be granted, to determine whether options are to be
designated as incentive stock options or non-qualified options, to fix
the option price and term of, and the number of shares that are covered
by, each option, to interpret the Plan, to prescribe, amend and rescind
rules and regulations, to determine the terms of options, and to make
all other determinations in connection with the Plan. All actions
taken and all interpretations and determinations made by the Committee
in good faith are final and binding upon all employees who receive
options, the Company and all other interested persons. No member of
the Committee is personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or options
made thereunder.
ELIGIBILITY; FACTORS TO BE CONSIDERED IN GRANTING OPTIONS
Options are limited to officers and other employees who are
regular full-time employees of the Company and its affiliates. The
Committee bases its selection of option recipients, among other things,
on the duties of the employees and their present and potential
contributions to the Company's success. An employee who has been
granted an option or options under the Plan may be granted an
additional option or options, subject to such limitations as may be
imposed by the Code on the grant of incentive stock options.
DURATION OF THE PLAN
Options under the Plan may not be granted after April 25, 2003,
but options theretofore granted may extend beyond that date. The Plan
may be discontinued by the Board of Directors, but no termination may
impair the rights of any holder of options granted prior thereto.
TERMINATION AND AMENDMENT OF THE PLAN
The Board of Directors of the Company may suspend, terminate,
modify or amend the Plan, provided that any amendment that would
materially increase the aggregate number of Common Shares which may be
issued under the Plan; materially increase the benefits accruing to
participants under the Plan; or materially modify the requirements as
to eligibility for participation in the Plan, shall be subject to the
approval of the Company's shareowners, except for any such increase or
modification that may result from stock dividends, stock splits,
recapitalizations, mergers and the like as discussed below under
"Adjustment Upon Changes in Capitalization." If the Plan is
terminated, the terms of the Plan shall, notwithstanding such
termination, continue to apply to options granted prior to such
termination. In addition, no suspension, termination, modification or
amendment of the Plan may, without the consent of the employee to whom
an option shall theretofore have been granted, adversely affect the
rights of such employee under the option.
STOCK OPTIONS
Option Price. The purchase price of Common Shares covered by each
stock option is determined by the Committee, but in no event shall be
less than 100% of the Fair Market Value of a Share on the date the
stock option is granted. Such price shall be subject to adjustment as
discussed below under "Adjustment Upon Changes in Capitalization."
Exercise of Options. Subject to earlier termination in accordance
with the Plan or any option agreement, a stock option granted under the
Plan becomes exercisable at the earliest of the date set forth in the
stock option agreement, the employee's normal retirement date, the
employee's death or Total Disability (as defined in the Plan) or the
occurrence of an Acceleration Date (as defined in the Plan). The
Committee may also, in its discretion, accelerate the exercisability of
any stock option at any time. The purchase price of the Common Shares
as to which a stock option is exercised shall be paid in full at the
time of exercise; payment may be made in cash, which may be paid by
check or other instrument acceptable to the Company, in shares, valued
at Fair Market Value (as defined in the Plan), or if permitted by the
Committee and subject to such terms and conditions as it may determine,
by surrender of outstanding options under the Plan. Any stock option
which is intended to qualify as an ISO is subject to such limitations
or requirements as may be necessary for the purposes of Section 422 of
the Code or any regulations and rulings promulgated thereunder to the
extent and in such form as determined by the Committee in its
discretion. Except as provided in the sections of the Plan titled
"Transferability of Awards," "Termination of Employment" and "Death or
Total Disability of Employee," no stock option may be exercised unless
the holder thereof is at the time of such exercise a regular full-time
employee of the Company or an affiliate.
Transferability. Except as described below, no option granted
pursuant to the Plan may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, except by will or the laws of
descent and distribution and, during the lifetime of the optionee, may
be exercised only by such optionee. The optionee may designate a
beneficiary of the option in the event of his death by filing a written
designation with the Company to the attention of the Executive
Compensation Department, AlliedSignal Inc., 101 Columbia Road, Morris
Township, New Jersey 07962.
The Committee may grant stock options pursuant to the Plan that
are transferable ("Transferable Options"), or amend outstanding stock
options granted under the Plan to make them transferable, by the
optionee to one or more members of the optionee's immediate family, to
a partnership of which the only partners are members of the optionee's
immediate family, or to a trust established by the optionee for the
benefit of one or more members of the optionee's immediate family. No
consideration may be paid for the transfer of a Transferable Option.
Any Transferable Option will be treated as an NSSO.
This Prospectus relates to up to 750,000 Common Shares of the
Company that may be offered and sold to immediate family members of
participants in the Plan pursuant to Transferable Options that may be
transferred to such immediate family members, to a partnership of which
the only partners are members of the optionee's immediate family, or to
a trust established by the optionee for the benefit of one or more
members of the optionee's immediate family, as described in the
immediately preceding paragraph. This Prospectus also relates to the
offer and sale of Common Shares pursuant to such Transferable Options
to the beneficiaries of the assets of such immediate family members, or
the executors, administrators or beneficiaries of their
estates, or other persons duly authorized by law to administer the
estate or assets of such persons. As used herein, "Stock Option
Transferee" refers to an immediate family member of a Plan participant
(or such person's beneficiary, estate or other legal representative), a
partnership of which the only partners are members of the optionee's
immediate family, or a trust for the benefit of one or more immediate
family members, that has received stock options in a valid transfer,
and "Participant Transferor" refers to the Plan participant who
transferred stock options held by a particular Stock Option Transferee.
Upon transfer to a Stock Option Transferee, a Transferable Option
continues to be governed by and subject to the terms and limitations of
the Plan and the relevant grant, and, except as described in the next
paragraph, the Stock Option Transferee is entitled to the same rights
as the Participant Transferor thereunder as if no transfer had taken
place. Accordingly, the rights of the Stock Option Transferee are
subject to the terms and limitations of the original grant to the
Participant Transferor, including provisions relating to expiration
date, exercisability, exercise price and forfeiture. For information
regarding the terms of a particular Transferable Option grant, Stock
Option Transferees should review the grant and may contact the
Executive Compensation Department, AlliedSignal Inc., 101 Columbia
Road, Morris Township, New Jersey 07962 (telephone no. 201-455-2000).
Once a Transferable Option has been transferred to a Stock Option
Transferee, it may not be subsequently transferred by the Stock Option
Transferee except by will or the laws of descent and distribution. A
Stock Option Transferee may designate in writing to the Company before
his or her death one or more beneficiaries to receive, in the event of
his or her death, any rights to which the Stock Option Transferee would
be entitled under the Plan. A Stock Option Transferee may also
designate an alternate beneficiary to receive payments if the primary
beneficiary predeceases the Stock Option Transferee. A beneficiary
designation may be changed or revoked in writing by the Stock Option
Transferee at any time. Changes in beneficiary designation should be
sent to the attention of the Executive Compensation Department,
AlliedSignal Inc., 101 Columbia Road, Morris Township, New Jersey
07962.
EXERCISE OF STOCK OPTIONS BY STOCK OPTION TRANSFEREES
A stock option may be exercised by a Stock Option Transferee at
any time from the time first set by the Committee in the original grant
to the Participant Transferor until the close of business on the
expiration date of the stock option (as may be affected by the
Participant Transferor's employment status as described below).
The purchase price of the shares as to which stock options are
exercised shall be paid to the Company at the time of exercise (i) in
cash, (ii) by delivering freely transferable Common Shares already
owned by the Stock Option Transferee having a total fair market value
on the day prior to the date of exercise at least equal to the purchase
price, (iii) a combination of cash and Common Shares equal in value to
the purchase price, or (iv) by such other means as the Committee may
from time to time determine.
Upon exercise of a stock option by a Stock Option Transferee, any
federal, state or local withholding taxes arising from the exercise are
the obligation of the Participant Transferor or the Participant
Transferor's estate, as applicable.
Once the exercise is completed, stock certificates for the
appropriate number of shares will be delivered to the Stock Option
Transferee or his or her estate or beneficiaries, or otherwise
delivered in such manner as the person(s) entitled thereto may direct.
Except as specifically provided in the Plan, no person shall have
the right to assign, transfer, alienate, pledge, encumber or subject to
lien the benefits to which he is entitled thereunder, and the benefits under
the Plan shall not be subject to adverse legal process of any kind. No
prohibited assignment, transfer, alienation, pledge or encumbrance of
benefits or subjection of benefits to lien or adverse legal process of any
kind will be recognized by the Committee and in such case the Committee may
terminate the right of such person to such benefits and direct that
they be held or applied for the benefit of such person, his spouse,
children or other dependents in such manner and in such proportion as
the Committee deems advisable. If, in the judgment of the Committee,
the person to whom benefits are due under the Plan becomes physically
or mentally incompetent, the Committee shall have the right to
determine to whom such benefits shall be paid for the benefit of such
person.
Termination. Because stock options transferred to Stock Option
Transferees continue to be governed by the terms of the Plan and the
original grant, their exercisability continues to be affected by the
Participant Transferor's employment status. In addition to terminating
upon exercise and upon expiration of the stated term of the option,
each option shall terminate after termination of a participant's
employment as set forth below. Options may provide for different
termination dates or other related provisions for the option depending
on the cause of termination of employment.
If a Participant Transferor terminates employment after
transferring a Transferable Option under the Plan, such Transferable
Option shall expire on the earlier of the date described in the
individual stock option agreement or the following dates: (i) if a
Participant Transferor voluntarily terminates employment for reasons
other than Retirement (as defined below), Total Disability (as defined
below) or death, the Transferable Option may be exercised by the Stock
Option Transferee, to the extent that the Participant Transferor would
have been entitled to do so at the termination of employment had no
transfer been made, for a period of three months following termination
of employment, but in no case later than the date on which the
Transferable Option terminates; (ii) if a Participant Transferor is
terminated for cause, the Transferable Option shall immediately
terminate; (iii) if a Participant Transferor is involuntarily
terminated other than for cause, the Transferable Option may be
exercised, to the extent that the Participant Transferor would have
been entitled to do so at the termination of employment had no transfer
been made, for a period of three years following termination of
employment, but in no case later than the date on which the stock
option terminates.
In the event that the employment of a Participant Transferor who
has transferred a Transferable Option under the Plan is terminated by
reason of retirement from active employment at or after the earliest
permissible retirement date specified in the qualified retirement plan
of the Company or an affiliate covering such employee ('Retirement'),
such Transferable Option may be exercised by the Stock Option
Transferee, to the extent that the Participant Transferor would have
been entitled to do so at the termination of employment had no transfer
been made, at any time within ten years after such termination, but in
no case later than the date on which the stock option terminates.
If a Participant Transferor who has transferred a Transferable
Option under the Plan dies or suffers a Total Disability, such
Transferable Option may be exercised by the Stock Option Transferee, to
the extent that the Participant Transferor would have been entitled to
do so at the termination of employment (including by reason of death or
Total Disability) had no transfer been made, and subject to any
restrictions which may be applicable to persons who are Section 16
Employees (as defined in the Plan). In the case of death or Total
Disability of a Participant Transferor while employed, the Stock Option
Transferee may exercise the Transferable Option at any time within ten
years thereafter, but in no case later than the date on which the
stock option terminates. In the case of death or Total Disability of a
Participant Transferor after termination of employment, such stock
option may be exercised by the Stock Option Transferee at any time prior
to the date on which the stock option terminates without regard to this
paragraph or, if later, one year after the Participant Transferor's death
or Total Disability. "Total Disability" is defined in the Plan as the
permanent inability of an employee, as a result of accident or sickness,
to perform any and every duty pertaining to such employee's employment for
which the employee is suited by reason of the employee's previous training,
education and experience.
Transferable Options granted under the Plan shall not be affected
by any change of duties or position of the Participant Transferor, so
long as the Participant Transferor continues to be a regular full-time
employee of the Company or an affiliate. Any stock option and any
rules and regulations relating to the Plan may contain such provisions
as the Committee shall approve with reference to the determination of
the date employment terminates and the effect of leaves of absence.
Nothing in the Plan or in any option granted pursuant to the Plan
confers upon any employee any right to continue in the employ of the
Company or an affiliate or limits in any way the right of the Company
or an affiliate to terminate such employment at any time.
LIMITED RIGHTS
Limited Rights may be awarded in connection with any option
granted under the Plan at the time of the grant or subsequently. If
Limited Rights have been awarded in connection with any Transferable
Option, such Limited Rights shall be exercisable by the Stock Option
Transferee. A limited right is exercisable upon the occurrence of an
Acceleration Date, as defined within the Plan, and expires ninety (90)
days after the occurrence of such event. The holder of Limited Rights
shall receive in cash an amount to be determined by a specific formula
applicable to the event relating to the Acceleration Date as described
in the Plan under the section titled "Acceleration." Limited Rights
terminate simultaneously with the termination of the options to which
they relate.
ADJUSTMENT UPON CHANGES IN CAPITALIZATION
Notwithstanding any other provision of the Plan, the Committee may
at any time make or provide for such adjustments to the Plan, to any
outstanding options and to the number and class of Common Shares as to
which options may be granted to any employee over any three-year
period, to all employees through April 25, 2003 and as ISOs in any
year, and may make such adjustments to any outstanding options, as it
shall deem appropriate to prevent dilution or enlargement of rights,
including adjustments in the event of distributions to holders of
Common Shares (other than normal cash dividends), changes in the
outstanding Common Shares by reason of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges
of Common Shares, separations, reorganizations, liquidations and the
like. In the event of any offer to holders of Common Shares generally
relating to the acquisition of their Common Shares, the Committee may
make such adjustment as it deems equitable in respect of outstanding
options including in the Committee's discretion revision of outstanding
stock options so that they may be exercisable for or payable in the
consideration payable in the acquisition transaction. Any such
determination by the Committee shall be conclusive.
FEDERAL INCOME TAX CONSEQUENCES
Prior to making a transfer of a Transferable Option, a participant
should consult with his or her personal tax advisors concerning the
possible Federal and state gift, estate, inheritance, and generation
skipping tax consequences of such a transfer, as well as state and
local income tax consequences which are not addressed herein. The
discussion of federal income tax consequences for the Participant
Transferor and the Stock Option Transferee set forth below assumes that
the Transferable Option does not have a readily ascertainable fair market
value at the date of grant and that the transfer of a Transferable
Option during a participant's lifetime is made by way of gift and no
consideration is received therefor.
Federal Income Tax Consequences for Participant Transferors. A
Participant Transferor who transfers a Transferable Option by way of
gift to an immediate family member or a trust for the benefit of an
immediate family member or a partnership in which only immediate family
members are partners will not recognize income at the time of the
transfer. Instead, at the time the Stock Option Transferee exercises
the Transferable Option, the Participant Transferor will generally
recognize ordinary compensation income in an amount equal to the excess
of the fair market value of the shares purchased over the exercise
price. (Special rules may apply to participants subject to potential
liability under Section 16(b) of the Exchange Act, which may defer the
recognition of compensation income.) Moreover, such income will be
subject to payment and withholding of income and FICA taxes. Normally,
Participant Transferors may satisfy the withholding obligation by
writing a check to the Company or by another method permitted by the
Company. Subject to certain limitations, the Company will generally be
entitled to claim a Federal income tax deduction at the same time, and
in the same amount, as that the Participant Transferor recognizes
ordinary income. In the event the Stock Option Transferee exercises the
Transferable Option after the death of the Participant Transferor, any
such ordinary income will be recognized by the Participant Transferor's
estate.
Federal Income Tax Consequences for Stock Option Transferee. A
Stock Option Transferee will not recognize income at the time of the
transfer of the Transferable Option. As described in the preceding
paragraph, the Participant Transferor (or the estate of the Participant
Transferor, as the case may be) and not the Stock Option Transferee will
generally recognize ordinary compensation income at the time the Stock
Option Transferee exercises the Transferable Option. A Stock Option
Transferee who chooses to exercise a Transferable Option in whole or in
part by delivery of other Common Shares already owned by the Stock Option
Transferee should consult with his or her own tax advisor concerning
the tax consequences of such a transaction.
Federal Income Tax Consequences on Subsequent Sale of Stock. If
shares acquired upon exercise of a Transferable Option are later sold
or exchanged, then the difference between the sales price and the Stock
Option Transferee's tax basis for the shares will generally be taxable
as long-term or short-term capital gain or loss (if the stock is a
capital asset of the Stock Option Transferee) depending upon whether
the stock has been held for more than one year after the exercise date.
The tax basis for the shares in the hands of the Stock Option
Transferee would be the exercise price for the Transferable Option plus
the amount of the income recognized by the Participant Transferor (or
the estate of the Participant Transferor, as the case may be) at the
time of exercise.
LEGAL MATTERS
The validity of the Common Shares offered in this Prospectus will
be passed upon for the Company by Victor P. Patrick, Associate General
Counsel-Corporate and Finance of the Company. Ronald A. Sinaikin,
General Tax Counsel of the Company, has advised the Company concerning
certain Federal income tax consequences related to Transferable Options
under the Plan and the transfer and exercise thereof.
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, 1995 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 period ended March 31, the three-
and six-month periods ended June 30 and the three- and nine-month
periods ended September 30, 1996 and 1995, 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 22, 1996, July 19, 1996 and October 23, 1996 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 reports had not
been included. Accordingly, the degree of reliance on their reports on
such information should be restricted in light of the limited nature of
the review procedures applied. Price Waterhouse is not subject to the
liability provisions of Section 11 of the Securities Act of 1993 for
their reports on the unaudited consolidated financial information
because these reports are not "reports" or "parts" of the registration
statements prepared or certified by Price Waterhouse within the meaning
of Sections 7 and 11 of the Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the offering are as follows:
Registration Fee................................ $16,619
Legal Fees and Expenses......................... $ 0
Blue Sky Qualification Fees and Expenses........ $ 0
Duplicating Costs and Postage .................. $ 250
Miscellaneous................................... $ 100
-------
Total..................................... $16,969
=======
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 attorney's 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
attorney's 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 attorney's
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
The following exhibits are either filed herewith or incorporated
by reference to documents previously filed as indicated below:
EXHIBITS DESCRIPTION
- ----------------------------------------------------------------------------
4.1 The Company's Restated Certificate of Incorporation (incorporated
by reference to Exhibit 99.1 to the Company's Form 10-Q for the
quarter ended March 31, 1993).
4.2 The Company's By-Laws, as amended (incorporated by reference to
Exhibit 3(ii) to the Company's Form 10-Q for the quarter ended
March 31, 1996).
5.1 Opinion of Victor P. Patrick, Esq. (filed herewith).
5.2 Opinion of Ronald A. Sinaikin, Esq. as to tax matters (filed
herewith).
15 Independent Accountants' Acknowledgment Letter as to the
incorporation of their reports relating to interim financial
information (filed herewith).
23.1 Consent of Victor P. Patrick, Esq. (included with Exhibit 5.1
hereof).
23.2 Consent of Ronald A. Sinaikin, Esq. (included with Exhibit 5.2
hereof).
23.3 Consent of Price Waterhouse LLP (filed herewith).
24 Powers of Attorney (filed herewith).
99 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates (incorporated by reference to Exhibit A to the
Company's Proxy Statement, dated March 10, 1994, filed pursuant to
Rule 14a-6 of the Securities Exchange Act of 1934).
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;
(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;
(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 Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15 (d)
of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 and will be governed by the final adjudication of such
issue.
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 Morris Township, State of
New Jersey, on February 25, 1997
AlliedSignal Inc.
(Registrant)
By /s/ Peter M. Kreindler
------------------------------------
Name: Peter M. Kreindler
Title: Senior Vice President,
General Counsel and Secretary
INDEX TO EXHIBITS
EXHIBITS DESCRIPTION PAGE
- ---------------------------------------------------------------------------
4.1 The Company's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 99.1 to the Company's
Form 10-Q for the quarter ended March 31, 1993).
4.2 The Company's By-Laws, as amended (incorporated by reference
to Exhibit 3(ii) to the Company's Form 10-Q for the quarter
ended March 31, 1996).
5.1 Opinion of Victor P. Patrick, Esq. (filed herewith).
5.2 Opinion of Ronald A. Sinaikin, Esq. as to tax matters
(filed herewith).
15 Independent Accountants' Acknowledgment Letter as to the
incorporation
of their reports relating to interim financial information (filed
herewith).
23.1 Consent of Victor P. Patrick, Esq. (included with
Exhibit 5.1 hereof).
23.2 Consent of Ronald A. Sinaikin, Esq. (included with
Exhibit 5.2 hereof).
23.3 Consent of Price Waterhouse LLP (filed herewith).
24 Powers of Attorney (filed herewith).
99 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates (incorporated by reference to Exhibit A to the
Company's Proxy Statement, dated March 10, 1994, filed pursuant
to Rule 14a-6 of the Exchange Act).
February 25, 1997
Board of Directors
AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962
Ladies and Gentlemen:
As Associate General Counsel and Assistant Secretary of AlliedSignal
Inc., a Delaware corporation (the "Company"), I have examined the
Certificate of Incorporation and Bylaws of the Company as well as such
other documents and proceedings as I have considered necessary for the
purposes of this opinion. I have also examined and am familiar with the
Company's Registration Statement on Form S-3 (the "Registration Statement")
as filed with the Securities and Exchange Commission under the Securities
Act of 1933, relating to 750,000 shares of the Company's Common Shares,
par value $1.00 per share (the "Common Shares") which may be offered or
sold to immediate family members of certain participants in the Company's
1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates
(the "Plan"), pursuant to nonqualified stock options (the "Stock Options")
granted to such participants under the Plan, some or all of which may be
transferred by participants to immediate family members in accordance with
the Plan and the grant documents specifying the terms and conditions of
such Stock Options.
Based upon the foregoing, and having regard to legal considerations
which I deem relevant, I am of the opinion that the Common Shares, when
issued and delivered by the Company, will be legally issued, fully paid
and non-assessable.
This opinion is intended solely for the Company's use in connection
with the registration of the Common Shares and may not be relied upon for
any other purpose or by any other person. This opinion may not be quoted
in whole or in part or otherwise referred to or furnished to any other
person except in response to a valid subpoena. This opinion is limited to
the matters expressly stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein. This opinion is
rendered as of the date hereof, and I assume no obligation to update or
supplement such opinion to reflect any facts or circumstances that may
hereafter come to my attention or any changes in facts or law that may
hereafter occur. I hereby consent to the inclusion of this opinion letter
as an exhibit to the Registration Statement.
Very truly yours,
/s/ Victor P. Patrick
Victor P. Patrick, Esq.
Associate General Counsel and
Assistant Secretary
February 25, 1997
Board of Directors
AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962
Ladies and Gentlemen:
I have acted as counsel for AlliedSignal Inc., a Delaware corporation
(the "Company"), in connection with certain federal income tax issues
relating to transferable options ("Options") to acquire shares of Common
Stock, par value $1.00 per share (the "Common Stock"), of the Company,
which Options have been or may be granted in accordance with the terms of
the 1993 Stock Plan for Employees of AlliedSignal and its Affiliates
(the "Plan"). It is expected that an aggregate of 750,000 shares of Common
Stock which may be acquired by transferees upon exercise of the Options
will be registered with the Securities and Exchange Commission in
February, 1997, pursuant to a filing under the Securities Act of 1933,
as amended, of a Registration Statement on Form S-3 (the "Registration
Statement"). In connection with this opinion, I have examined the Plan, the
"Federal Income Tax Consequences" section of the prospectus (the
"Prospectus") relating to the Registration Statement, and such other
documents as I have deemed necessary or appropriate.
Based on the foregoing, I advise you that, in my opinion, under
current law, the discussion set forth under the heading "Federal Income
Tax Consequences" in the Prospectus, although general in nature, is an
accurate summary of the material federal income tax consequences
related to Options under the Plan.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use my name wherever appearing in the
Registration Statement and any amendment thereto.
Very truly yours,
/s/ Ronald A. Sinaikin
Ronald A. Sinaikin, Esq.
General Tax Counsel
Exhibit 15
February 25, 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 22, 1996, July 19, 1996,
and October 23, 1996, (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 February 25, 1997. We are also
aware of our responsibilities under the Securities Act of
1933.
Yours very truly,
/s/ Price Waterhouse LLP
Exhibit 23.3
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Prospectus constituting part of this Registration Statement
on Form S-3 of our report dated February 1, 1996, which
appears in the 1995 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, 1995. We also consent to the to
us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Morristown, New Jersey
February 25, 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 the extent that they confer authority to sign the
above-described documents.
/s/ Lawrence A. Bossidy
--------------------------
Lawrence A. Bossidy
Dated: January 23, 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 the extent that they confer authority to sign the
above-described documents.
/s/ Robert B. Palmer
----------------------
Robert B. Palmer
Dated: January 23, 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 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 the extent that they confer authority to sign the
above-described documents.
/s/ Hans W. Becherer
---------------------
Hans W. Becherer
Dated: January 23, 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 the extent that they confer authority to sign the
above-described documents.
/s/ Ann M. Fudge
-----------------
Ann M. Fudge
Dated: January 23, 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 the extent that they confer authority to sign the
above-described documents.
/s/ Paul X. Kelley
--------------------
Paul X. Kelley
Dated: January 23, 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, 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/ Robert P. Luciano
-----------------------
Robert P. Luciano
Dated: January 23, 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 the extent that they confer authority to sign the
above-described documents.
/s/ Russell E. Palmer
----------------------
Russell E. Palmer
Dated: January 23, 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, 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/ Ivan G. Seidenberg
-----------------------
Ivan G. Seidenberg
Dated: January 23, 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 the extent that they confer authority to sign the
above-described documents.
/s/ Andrew C. Sigler
-----------------------
Andrew C. Sigler
Dated: January 23, 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 the extent that they confer authority to sign the
above-described documents.
/s/ John R. Stafford
---------------------
John R. Stafford
Dated: January 23, 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 the extent that they confer authority to sign the
above-described documents.
/s/ Thomas P. Stafford
-----------------------
Thomas P. Stafford
Dated: January 23, 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 the extent that they confer authority to sign the
above-described documents.
/s/ Robert C. Winters
----------------------
Robert C. Winters
Dated: January 23, 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 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/ Henry T. Yang
---------------------
Henry T. Yang
Dated: January 23, 1997
