As filed with the Securities and Exchange Commission on September 30, 1999.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
AlliedSignal Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2640650
(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification Number)
P.O. Box 4000
Morristown, New Jersey 07962-2497
(Address of Principal Executive Offices) (Zip Code)
___________________________________
AlliedSignal Savings Plan
(Full title of the plan)
___________________________________
PETER M. KREINDLER, ESQ.
Senior Vice President, General Counsel and Secretary
AlliedSignal Inc.
101 Columbia Road
Morris Township, New Jersey 07962-2497
(Name and address of agent for service)
(973) 455-2000
(Telephone number, including area code of agent for service)
____________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to price per offering registration
registered (1) be registered share (2) price (2) fee (2)
Common Stock, par
value $1.00 per
share (3) 6,000,000 sh. $58.125 $348,750,000 $96,952.50
(1) In addition, pursuant to Rule 416(c) of the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the plan.
(2) Estimated in accordance with Rule 457(h) of the Act, solely
for the purpose of calculating the registration fee. $58.125
represents the average of the high and low sales prices of common
stock on the New York Stock Exchange Composite Tape on September
24, 1999.
(3) The shares of common stock being registered consist of
shares of common stock to be acquired by the plan trustee
pursuant to the plan for the account of participants.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the
AlliedSignal Savings Plan as specified by Rule 428(b)(1)
promulgated by the SEC under the Securities Act of 1933.
Such document(s) are not being filed with the SEC, but
constitute (along with the documents incorporated by reference
into this registration statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by AlliedSignal Inc.
or the AlliedSignal Savings Plan with the SEC and are
incorporated herein by reference:
(a) AlliedSignal's Annual Report on Form 10-
K for the year ended December 31, 1998;
(b) AlliedSignal's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1999;
(c) AlliedSignal's Current Reports on Form 8-K filed on June
8 (as amended on Form 8-K/A filed on July 16, 1999), July
16 and September 2, 1999;
(d) the description of AlliedSignal's common stock set forth in
AlliedSignal's Registration Statement on Form 8-B filed on August
16, 1985; and
(e) the AlliedSignal Savings Plan's Annual Report on Form 11-K
for the plan year ended December 30, 1998.
All documents filed by AlliedSignal or the AlliedSignal
Savings Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 after the date of this
registration statement and prior to completion of the offering of
the securities registered under this registration statement shall
be incorporated by reference in this registration statement from
the date of filing of such documents. Any statement contained in
a document incorporated by reference in this registration
statement shall be modified or superseded for purposes of this
registration statement to the extent that a statement contained
in this registration statement or in a subsequently filed
document which also is incorporated by reference in this
registration statement modifies or supersedes the earlier
statement.
AlliedSignal's consolidated financial statements incorporated
in this registration statement by reference to AlliedSignal's
Annual Report on Form 10-K for the year ended December 31, 1998
and the AlliedSignal Savings Plan's financial statements
incorporated in this registration statement by reference to the
AlliedSignal Savings Plan's Annual Report on Form 11-K for the
plan year ended December 30, 1998, have been so incorporated in
reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given upon their authority as experts in
auditing and accounting.
<PAGE>
With respect to the unaudited consolidated financial
information of AlliedSignal for the three-month periods ended
March 31, 1999 and 1998 and the three-month and six-month periods
ended June 30, 1999 and 1998 incorporated by reference in this
registration statement, PricewaterhouseCoopers LLP reported that
they have applied limited procedures in accordance with
professional standards for a review of such information. However,
their separate reports dated May 13, 1999 and August 11, 1999
incorporated by reference in this registration statement, state
that they did not audit and did not express an opinion on that
unaudited consolidated financial information. 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. PricewaterhouseCoopers LLP 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
PricewaterhouseCoopers LLP within the meaning of Sections 7 and
11 of the Securities Act.
Item 4. Description of Securities
The securities to be offered are registered under Section
12(b) of the Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel
The legality of the common stock offered hereby has been
passed upon by J. Edward Smith, Assistant General Counsel,
Corporate and Finance, of AlliedSignal. Mr. Smith beneficially
owns shares of AlliedSignal common stock and has options to
purchase shares of AlliedSignal common stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (DGCL)
provides that a corporation may indemnify directors and officers
as well as other employees and individuals against expenses
(including attorneys' fees), judgments, fines, and amounts paid
in settlement in connection with specified actions, suits,
proceedings whether civil, criminal, administrative, or
investigative (other than action by or in the right of the
corporation -a "derivative action"), if they acted in good faith
and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard is applicable in
the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such action, and the
statute requires court approval before there can be any
indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is
not exclusive or other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote,
shareowner vote, agreement, or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to
provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation
or its shareowners for monetary damages for breach of fiduciary
duty as a director, except for liability for (i) any breach of
the director's duly of loyalty to the corporation or its
shareowners, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(iii) payment of unlawful dividends or unlawful stock purchases
or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Under Article ELEVENTH of AlliedSignal's Restated Certificate of
Incorporation, each person who is or was a director or officer of AlliedSignal,
<PAGE>
and each director or officer of AlliedSignal who serves or served any
other enterprise or organization at the request of AlliedSignal, shall
be indemnified by AlliedSignal to the full extent permitted by the DGCL.
Under the DGCL, 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 AlliedSignal, or serves
or served any other enterprise or organization at the request of
AlliedSignal, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in
connection with such action.
If unsuccessful in defense of a third-party civil suit or a
criminal suit, or if such a suit is settled, such a person shall
be indemnified under such law against both (1) expenses
(including attorneys' fees) and (2) judgments, fines and amounts
paid in settlement if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed
to, the best interests of AlliedSignal, 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 AlliedSignal, or if such suit is settled, such a person shall
be indemnified under such law only against expenses (including
attorneys' fees) actually and reasonably incurred in the defense
or settlement of such suit if such person acted in good faith and
in a manner such person reasonably believed to be in, or not
opposed to, the best interests of AlliedSignal except that if
such person is adjudged to be liable in such suit to
AlliedSignal, 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, AlliedSignal 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 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit
No. Description
___ ___________
4.1 AlliedSignal's Restated Certificate of
Incorporation, as amended (incorporated by reference to
Exhibit 3(i) to AlliedSignal's Form 10-Q for the
quarter ended March 31, 1997 and to Exhibit 3(i) to
AlliedSignal's Form 8-K filed September 2, 1999).
4.2 AlliedSignal's By-laws, as amended (incorporated by
reference to Exhibit 3(ii) to AlliedSignal's Form 10-Q for the
quarter ended March 31, 1996).
5 Opinion of J. Edward Smith, Esq., with respect to the
legality of the securities being registered hereby
(filed herewith).
15 Independent Accountants' Acknowledgment Letter as to
the incorporation of their reports relating
to unaudited interim financial information (filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 The consent of J. Edward Smith, Esq. is contained in
his opinion filed as Exhibit 5 to this registration
statement.
<PAGE>
24 Powers of Attorney (filed herewith).
Item 9. 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective 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 (i) and (ii) above
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
each filing of the 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
<PAGE>
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.
<PAGE>
SIGNATURES
Registrant. 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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Morris, State of
New Jersey, on the 30th day of September, 1999.
AlliedSignal Inc.
By: /s/ Richard F.Wallman
_____________________
Richard F. Wallman
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
____ _____ ____
* Director, Chairman of the
____________________________ Board and Chief Executive
(Lawrence A. Bossidy) Officer
* Director
______________________________
(Hans W. Becherer)
* Director
_______________________________
(Marshall N. Carter)
* Director
_______________________________
(Ann M. Fudge)
* Director
_______________________________
(Robert P. Luciano)
* Director
_______________________________
(Robert B. Palmer)
* Director
_______________________________
(Russell E. Palmer)
* Director
_______________________________
(Frederic M. Poses)
* Director
_______________________________
(Ivan G. Seidenberg)
<PAGE>
* Director
______________________________
(Andrew C. Sigler)
* Director
_____________________________
(John R. Stafford)
* Director
_____________________________
(Thomas P. Stafford)
* Director
_____________________________
(Robert C. Winters)
* Director
_____________________________
(Henry T. Yang)
/s/ Richard F. Wallman Senior Vice President and September 30, 1999
_________________________ Chief Financial Officer
(Richard F. Wallman) (Principal Financial Officer)
/s/ Richard J. Diemer, Jr. Vice President and September 30, 1999
__________________________ Controller (Principal
(Richard J. Diemer, Jr.) Accounting Officer)
*By: /s/ Peter M. Kreindler September 30, 1999
_______________________
(Peter M. Kreindler,
Attorney-in-Fact)
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Morris, State of
New Jersey, on the 30th day of September, 1999.
AlliedSignal Savings Plan
By: /s/ R. Peter Mercer
________________________
R. Peter Mercer
Vice President, Human Resource Operations
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Page
_______ ___________ ____
4.1 AlliedSignal's Restated Certificate of
Incorporation, as amended (incorporated by
reference to Exhibit 3(i) to AlliedSignal's Form
10-Q for the quarter ended March 31, 1997 and to
Exhibit 3(i) to AlliedSignal's Form 8-K filed
September 2, 1999).
4.2 AlliedSignal's By-laws, as amended (incorporated
by reference to Exhibit 3(ii) to AlliedSignal's
Form 10-Q for the quarter ended March 31, 1996).
5 Opinion of J. Edward Smith, Esq., with respect to the
legality of the securities being registered hereby (filed
herewith).
15 Independent Accountants' Acknowledgment Letter as
to the incorporation of their reports relating to
unaudited interim financial information (filed
herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed
herewith).
23.2 The consent of J. Edward Smith, Esq. is contained in his
opinion filed as Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith).
Exhibit 5
AlliedSignal Inc.
Law Department
P.O. Box 2245
Morristown, NJ 07962-2245
September 30, 1999
AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962
Ladies and Gentlemen:
As Assistant General Counsel, Corporate and Finance, of
AlliedSignal Inc., a Delaware corporation (the "Company"), I
have examined the restated 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-8 (the
"Registration Statement") as filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, relating to 6,000,000 shares of the Company's
Common Stock, par value $1.00 per share (the "Common
Shares"), which may be issued pursuant to the AlliedSignal
Savings Plan (the "Plan").
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 pursuant to the terms of
the Plan, shall be validly issued, fully paid and non-
assessable.
I hereby consent to the inclusion of this opinion
letter as an exhibit to the Registration Statement and the
reference to me under the caption "Interests of Named
Experts and Counsel". In giving such consent, I do not
thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ J. Edward Smith
J. Edward Smith
Assistant General Counsel
Corporate and Finance
Exhibit 15
September 30, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Commissioners:
We are aware that our reports dated May 13, 1999 and August
11, 1999 on our reviews of interim financial information of
AlliedSignal Inc. for the periods ended March 31, 1999 and
June 30, 1999 and included in AlliedSignal's quarterly
reports on Form 10-Q for the quarters then ended are
incorporated by reference in its Registration Statement on
Form S-8 dated September 30, 1999.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 1, 1999 relating to the financial statements, which
appears in the 1998 Annual Report to Shareowners of
AlliedSignal Inc., which is incorporated by reference in
AlliedSignal's Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the incorporation by
reference in this Registration Statement of our report dated
June 11, 1999 relating to the financial statements of the
AlliedSignal Savings Plan, which appears in the AlliedSignal
Savings Plan's Annual Report on Form 11-K for the plan year
ended December 30, 1998. We also consent to the references
to us under the heading "Incorporation of Documents by
Reference" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
September 30, 1999
Exhibit 24
POWER OF ATTORNEY
I, Lawrence A. Bossidy, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Peter M.
Kreindler, Richard F. Wallman, and Robert F. Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Lawrence A. Bossidy
--------------------------------
Lawrence A. Bossidy
Dated: April 27, 1998
<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, and Robert F.
Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Hans W. Becherer
----------------------------
Hans W. Becherer
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Marshall N. Carter, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Richard J.
Diemer, Jr. and James V. Gelly, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan.
I hereby grant 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/ Marshall N. Carter
-------------------------
Marshall N. Carter
Dated: March 1, 1999
<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, and Robert F. Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Ann M. Fudge
-------------------------
Ann M. Fudge
Dated: April 27, 1998
<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, and Robert F.
Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Robert P. Luciano
-----------------------------
Robert P. Luciano
Dated: April 27, 1998
<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, and Robert F.
Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Robert B. Palmer
-----------------------------
Robert B. Palmer
Dated: April 27, 1998
<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, and Robert F.
Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Russell E. Palmer
-----------------------------
Russell E. Palmer
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Frederic M. Poses, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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/ Frederic M. Poses
--------------------------------
Frederic M. Poses
Dated: April 27, 1998
<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, and Robert F.
Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Ivan G. Seidenberg
------------------------------
Ivan G. Seidenberg
Dated: April 27, 1998
<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, and Robert F.
Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Andrew C. Sigler
-----------------------------
Andrew C. Sigler
Dated: April 27, 1998
<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, and Robert F.
Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ John R. Stafford
------------------------------
John R. Stafford
Dated: April 27, 1998
<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, and Robert F.
Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Thomas P. Stafford
-------------------------------
Thomas P. Stafford
Dated: April 27, 1998
<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, and Robert F.
Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Robert C. Winters
------------------------------
Robert C. Winters
Dated: April 27, 1998
<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,
and Robert F. Friel, 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:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the
AlliedSignal Savings Plan, the AlliedSignal Thrift Plan, the
ASEC Manufacturing Savings Plan, the AlliedSignal Truck and
Brake Systems Company Savings Plan, the AlliedSignal Ltd. UK
Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of
AlliedSignal Inc., the Stock Plan for Non-Employee Directors
of AlliedSignal Inc., the 1993 Stock Plan for Employees of
AlliedSignal Inc. and its Affiliates, the 1985 Stock Plan
for Employees of AlliedSignal Inc. and its Subsidiaries, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the
Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the registration
of shares of the Company's Common Stock to be offered under
the Dividend Reinvestment and Share Purchase Plan of
AlliedSignal Inc. and any plan which is a successor to such
plan, 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: April 27, 1998
