SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934
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|_| Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ALLIEDSIGNAL INC.
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(Name of Registrant as Specified In Its Charter)
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Registrant)
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<PAGE>
EXHIBIT 99.2
Integration Newsletter Distributed to AlliedSignal Employees:
[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.
More
<PAGE>
2
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.
More
<PAGE>
3
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
<PAGE>
EXHIBIT 99.3
Written Message to Certain AlliedSignal Shareowners:
ATTENTION
[AlliedSignal Logo]
VOTE
YOUR SHARES
Did you receive the proxy material
for the merger?
Did you vote your shares of both
AlliedSignal and Honeywell?
SEPTEMBER 1, 1999 SPECIAL MEETING
---------------
If you have any questions or concerns, please give
either John Stauch or Robert Buckley of AlliedSignal
a call at: 973/455-2222
<PAGE>
EXHIBIT 99.4
Voicemail Message to Certain AlliedSignal Shareowners:
"Hi. This is ______________________ from AlliedSignal.
I was calling to make sure that you received the proxy
material for the merger and that you voted your shares of
both AlliedSignal and Honeywell.
If you have any questions or concerns, please give either
John Stauch or Robert Buckley of AlliedSignal a call at
973/455-2222."
<PAGE>
EXHIBIT 99.5
Written Message to Certain AlliedSignal Shareowners Who Hold
Through Nominees:
Dear AlliedSignal Inc. Shareowner:
We have previously sent you proxy material for the Special
Meeting of Shareowners of AlliedSignal Inc. to be held on
September 1, 1999. Your AlliedSignal Inc. shares are
registered in the name of your broker as the holder of
record.
YOUR SHARES CANNOT BE VOTED ON EITHER PROPOSAL
UNLESS YOU GIVE YOUR SPECIFIC VOTING INSTRUCTIONS!
Please forward your voting instructions as soon as possible
using one of the following methods:
Available 24 Hours - 7 Days a Week!
VOTE BY TELEPHONE VOTE BY INTERNET
Using a touch-tone telephone, call Go to website:
the toll free number which appears WWW.PROXYVOTE.COM
on the top left corner on your
enclosed Voting Instruction Form.
Just follow these four easy steps: Just follow these four steps:
1.Read the AlliedSignal 1. Read the AlliedSignal Inc.
Inc. Proxy Statement and Proxy Statement and enclosed
enclosed Voting Instruction Voting Instruction Form.
Form.
2.Call the toll-free 2. Go to the website
number located on the top www.proxyvote.com
left corner of your Voting
Instruction Form.
3.Enter your 12-digit 3. Enter your 12-digit
Control Number located on Control Number located on
your Voting Instruction Form. your Voting Instruction Form.
4.Follow the simple recorded 4. Follow the simple
instructions. instructions.
If you vote by telephone or Internet, do NOT return your
Voting Instruction Form.
Thank you for your vote!
