[AlliedSignal Logo]
Integration News (August 9, 1999)
This week, the Integration Team will gather in Morristown,
N.J., for our third face-to-face meeting. Joining us in
person for the first time will be the presidents of
Honeywell and AlliedSignal Strategic Business Units, who
will be taking part in group discussions and sharing their
perspective on the integration effort.
In last week's Integration News, we provided information
about the top-level organization designs of several company-
wide functions, including Finance, Human Resources,
Technology, Legal, Supply Chain and Quality. As part of
this week's meeting in Morristown, several more functional
leaders will review their proposed organization designs with
Larry Bossidy and Mike Bonsignore. Information on those
organizations will be provided as soon as possible after
their designs are approved and the people involved are
notified.
We continue to make good progress in appointing people from
both companies to senior corporate staff positions. Offers
have either been extended or will be extended soon to
several people we want to fill key jobs.
Special editions of AlliedSignal's "Vision" and Honeywell's
"World" magazines are now being shipped. We hope you will
take a few minutes to ready the special sections on the
merger. And, to keep in touch real time, check out the
special merger integration web site at (http:// add
appropriate address).
Here are some more answers to frequently asked questions:
Q. In last week's Integration News, you talked about 200
new Black Belts working on high-value projects with the new company.
How will current Black Belts be utilized? How does one sign-up to
become one of these Black Belts?
A. We currently have a small number of black belts within
the Honeywell businesses.
We will be adding to those ranks through a "fast track"
process with the help of AlliedSignal Master Black Belts.
Black Belts are employees who have a desire to drive
significant improvements, strong leadership and process
skills, and the ability to deal with quantitative
methodologies, facilitate teams and understand the
drivers of the business. Individuals can nominate
themselves with their leadership's approval.
Q. I am a shareowner and recently received my proxy
material in the mail. What should I do now?
A. First, carefully read the document. Second, mark your
proxy card indicating how you want to vote. Third, complete,
sign, date and mail the proxy card in the return envelope
as soon as possible. If you are a shareowner of record,
you may also vote your shares by telephone by following
the instructions accompanying your proxy card. The boards
of directors of AlliedSignal and Honeywell each recommend that its
shareowners vote in favor of the merger. We cannot
complete the merger unless shareowners of both companies
approve it.
AlliedSignal's board of directors also recommends that
AlliedSignal shareowners vote to approve the proposed
amendment to its certificate of incorporation. Approval
of the amendment is not a condition to completing the
merger.
Q. Has a decision been made yet on who will be on the
Board of Directors for the new Honeywell?
A. Yes. The board of directors of the combined company
will have 15 members.
Six of the current directors of Honeywell will become
directors of the combined company. We expect that the
six will be Gordon M. Bethune, Michael R. Bonsignore,
James J. Howard, Bruce Karatz, Jaime Chico Pardo and
Michael W. Wright. Nine of the current directors of
AlliedSignal will remain as directors of the combined
company. We expect that the nine will be Hans W.
Becherer, Lawrence A. Bossidy, Marshall N. Carter, Ann M.
Fudge, Robert P. Luciano, Russell E. Palmer, Ivan G.
Seidenberg, Andrew C. Sigler and John R. Stafford.
Q. How many shareholders have to vote in favor of the
merger for it to be approved? How soon will we know the
outcome of the vote?
A. Shareowners from both companies must approve the merger.
The requirements, however, are different for each
company.
For AlliedSignal, approval requires that a majority
(i.e., at least 50.1%) of the shares of common stock be
voted for or against the merger, and that a majority of
the votes cast be in favor of the merger. For example,
if only 49% of the outstanding shares were voted, the
merger would not be approved regardless of how the voting
turned out. If, on the other hand, 60% of the
outstanding shares were voted and more than half of these
shares were voted in favor of the merger, the merger
would be approved.
For Honeywell, a majority (i.e., at least 50.1%) of all
outstanding shares -- not just those voted -- must be
cast in favor of the merger for it to be approved.
Shareholders of record on July 22, 1999 are eligible to
vote. Each share equals one vote. Votes, including
proxies, will be counted at the meeting and the results
will be announced for each company. We will send a
message to all employees with the results of the voting.
While the special shareholder meetings are important
milestones in the merger approval process, we also need
to receive regulatory approvals before the merger can be
completed. We anticipate closing in the fall.
This promises to be another big week, and we are ready to
take another major step forward in our integration effort.
Thanks for your interest and support.
Bill Hjerpe
Ray Stark
Integration Team Co-Leaders
