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Filed pursuant
to Rule 424(b)(3)
under the Securities
Act of 1933
(Reg. No. 333-45555)
4,689,655 SHARES
[LOGO]
COMMON STOCK
This Prospectus relates to the offering for resale of 4,689,655 shares of
Common Stock, par value $1.00 per share (the 'Common Stock'), of AlliedSignal
Inc., a Delaware corporation ('AlliedSignal' or the 'Company'). All of the
Common Stock being registered may be offered and sold from time to time by a
selling stockholder of the Company. See 'Selling Stockholder' and 'Manner of
Offering.' The Company will not receive any proceeds from the sale of the Common
Stock by the selling stockholder.
The Company's Common Stock is traded on the New York Stock Exchange under
the symbol 'ALD.' On February 10, 1998, the last reported sales price for the
Common Stock was $42 7/8 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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NATIONSBANC MONTGOMERY SECURITIES LLC
February 11, 1998
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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE THE PRICE OF THE COMMON STOCK. SEE 'MANNER OF OFFERING.'
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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 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 (the 'Securities Act') with respect to the Common Stock
offered hereby. 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.
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;
(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, October 22, November 17 and December 18, 1997 and January
15, February 2 and February 5, 1998; and
(4) the description of the Company's Common Stock contained in the
Company's registration statement on Form 8-B filed on August 16, 1985,
including any amendment or report filed for the purposes of updating such
description.
All reports and other documents filed 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 the offering of the Common Stock 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 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.
2
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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.
SELLING STOCKHOLDER
The following table sets forth certain information, as of February 2, 1998,
with respect to the shares of Common Stock beneficially owned and being offered
hereby by Blue Ridge Investments, L.L.C., a Delaware limited liability company
('Blue Ridge' or the 'Selling Stockholder').
<TABLE>
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SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY OFFERED
OWNED(1) HEREBY(1)
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<S> <C> <C>
Blue Ridge Investments, L.L.C.......................................... 4,689,655 4,689,655
</TABLE>
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(1) Less than 1% of Common Stock outstanding.
On January 13, 1998, AlliedSignal acquired certain assets and assumed
certain liabilities from subsidiaries of Banner Aerospace, Inc., a Delaware
corporation ('Banner'), for 9,609,319 shares of Common Stock (the
'Acquisition'). The Acquisition was consummated pursuant to asset purchase
agreements dated December 8, 1997 among AlliedSignal, Banner and certain
subsidiaries thereof.
The Company has been informed by the Selling Stockholder that certain
subsidiaries of Banner whose assets were acquired by AlliedSignal in the
Acquisition had borrowed at least $170 million pursuant to a Second Amended and
Restated Credit Agreement dated as of December 12, 1996 among Banner, certain
subsidiaries of Banner, Citicorp, USA, Inc. (as Administrative Agent and
Arranger), NationsBank, N.A. (as Co-Arranger) and the Institutions as Lenders
and Issuing Banks thereunder (the 'Banner Credit Agreement'). On or prior to
January 13, 1998, all of the lenders and issuing banks under the Banner Credit
Agreement assigned their interests as creditors thereunder to Blue Ridge. On
January 13, 1998, 4,689,655 shares of the Common Stock issued in connection with
the Acquisition were delivered to Blue Ridge by three subsidiaries of Banner in
payment of approximately $170 million of indebtedness incurred under the Banner
Credit Agreement. Blue Ridge and NationsBank, N.A. are both beneficially owned
by NationsBank Corporation. The offer and sale of the shares of Common Stock
offered hereby are being registered pursuant to registration rights granted the
Selling Stockholder in connection with the Acquisition.
3
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MANNER OF OFFERING
The Company has been informed by the Selling Stockholder that the shares of
Common Stock offered hereby will be sold by the Selling Stockholder through an
affiliated broker-dealer, NationsBanc Montgomery Securities LLC, which is also
beneficially owned solely by NationsBank Corporation. Such sales may be made on
one or more stock exchanges or in the over-the-counter market or otherwise, at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The shares of Common Stock may be
sold in one or more of the following: (1) a block trade in which NationsBanc
Montgomery Securities LLC will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (2) purchases by NationsBanc Montgomery Securities LLC as principal
and resale by such broker-dealer for its account pursuant to this Prospectus;
(3) an exchange distribution in accordance with the rules of such exchange; and
(4) ordinary brokerage transactions and transactions in which NationsBanc
Montgomery Securities LLC solicits purchasers. In effecting sales, NationsBanc
Montgomery Securities LLC may arrange for other broker-dealers to participate in
resales. The Company has a right of first refusal to purchase from the Selling
Stockholder in privately negotiated transactions any blocks of at least 100,000
shares of Common Stock which the Selling Stockholder intends to sell in a single
transaction or a series of related transactions.
The distribution of the shares of Common Stock offered hereby may be
effected from time to time in one or more transactions at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at prices determined on a
negotiated or competitive bid basis. Shares of Common Stock offered hereby may
be sold by NationsBanc Montgomery Securities LLC acting as agent or broker for
the Selling Stockholder, or to NationsBanc Montgomery Securities LLC acting as
principal. In the latter case, NationsBanc Montgomery Securities LLC may then
resell such shares to the public at varying prices to be determined by such
broker-dealer acting as principal. The Company has been informed that by
agreement between Banner and the Selling Stockholder, all shares of Common Stock
offered hereby shall be sold during the first sixty days that both (1) the
Registration Statement of which this Prospectus is a part is effective pursuant
to the Securities Act and (2) the Selling Stockholder is not required to suspend
sales of Common Stock offered hereunder.
For its services in selling the shares of Common Stock offered hereby, the
Selling Stockholder has agreed to pay NationsBanc Montgomery Securities LLC
$0.04 per share of Common Stock sold. NationsBanc Montgomery Securities LLC and
any other participating broker-dealers may be deemed to be 'underwriters' within
the meaning of the Securities Act in connection with such sales and the
commission to be paid may be deemed to be an underwriting discount or commission
under the Securities Act.
All costs, expenses and fees in connection with the registration of the
shares of Common Stock offered hereby shall be borne by the Selling Stockholder.
Commissions and discounts, if any, attributable to the sales of shares of Common
Stock hereunder will be borne by the Selling Stockholder. The Company has been
informed that pursuant to a separate agreement by and among Banner and certain
of its subsidiaries, NationsBank, N.A. and the Selling Stockholder, Banner and
such subsidiaries have agreed to pay the costs, expenses and fees of
registration of the shares of Common Stock offered hereby and to bear the $0.04
per share commission payable by the Selling Stockholder to NationsBanc
Montgomery Securities LLC. The Company has agreed to indemnify the Selling
Stockholder and any affiliated broker-dealer, including NationsBanc Montgomery
Securities LLC, against certain liabilities in connection with the offering of
the shares of Common Stock hereunder, including liabilities arising under the
Securities Act.
Certain persons participating in the distribution of shares of Common Stock
offered hereby may engage in transactions that stabilize the price of the Common
Stock.
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LEGAL MATTERS
Certain legal matters in connection with the shares of Common Stock offered
hereby have been passed upon for the Company by J. Edward Smith, Senior Counsel,
Corporate and Finance, of AlliedSignal.
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 Securities 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
Securities Act.
FORWARD-LOOKING STATEMENTS
This Prospectus contains, or incorporates by reference, certain statements
that may be deemed 'forward-looking statements' within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. All statements,
other than statements of historical facts, that address activities, events or
developments that the Company intends, expects, projects, believes or
anticipates will or may occur in the future are forward-looking statements. Such
statements are based on certain assumptions and assessments made by management
of the Company in light of its experience and its perception of historical
trends, current conditions, expected future developments and other factors it
believes to be appropriate. The forward-looking statements included in this
Prospectus are also subject to a number of material risks and uncertainties,
including but not limited to economic, competitive, governmental and
technological factors affecting the Company's operations, markets, products,
services and prices, and other factors discussed in the Company's filings under
the Securities Act and the Exchange Act. Prospective investors are cautioned
that such forward-looking statements are not guarantees of future performance
and that actual results, developments and business decisions may differ from
those envisaged by such forward-looking statements.
5
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_______________________________ _______________________________
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS (INCLUDING MATERIAL
INCORPORATED BY REFERENCE THEREIN) AND, IF GIVEN OR MADE, ANY SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING STOCKHOLDER OR BY ANY OTHER PERSON DEEMED TO BE AN
UNDERWRITER. 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 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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TABLE OF CONTENTS
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PAGE
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Available Information.................................................................................................. 2
Incorporation of Certain Documents by Reference........................................................................ 2
The Company............................................................................................................ 3
Selling Stockholder.................................................................................................... 3
Manner of Offering..................................................................................................... 4
Legal Matters.......................................................................................................... 5
Experts................................................................................................................ 5
Forward-Looking Statements............................................................................................. 5
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4,689,655 SHARES
[LOGO]
COMMON STOCK
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PROSPECTUS
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NATIONSBANC MONTGOMERY
SECURITIES LLC
February 11, 1998
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