<PAGE>
As filed with the Securities and Exchange Commission on February 29, 2000.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
Honeywell International Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
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)
</TABLE>
----------------------
Honeywell Savings and Stock Ownership Plan
(Full title of the plan)
----------------------
PETER M. KREINDLER, ESQ.
Senior Vice President and General Counsel
Honeywell International 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
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered (1) Registered share (2) price (2) fee (2)
- -------------- ---------- --------- --------- -------
<S> <C> <C> <C> <C>
Common Stock, par
Value $1.00 per share (3) 140,000 sh. $44.625 $6,247,500 $1,649.34
</TABLE>
(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. $44.625 represents the
average of the high and low sales prices of common stock on the New York
Stock Exchange Composite Tape on February 24, 2000.
(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 Honeywell Savings and Stock
Ownership 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 SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
information filed with the SEC after the date of this prospectus will update and
supersede information on file with the SEC as of the date of this prospectus. We
incorporate by reference:
HONEYWELL'S SEC FILINGS (FORMERLY ALLIEDSIGNAL INC.) (FILE NO. 1-8974)
Annual Report on Form 10-K for the year ended December 31, 1999.
Current Reports on Form 8-K filed on January 21, February 14 and February 29,
2000.
Annual Report on Form 11-K of the Plan for the year ended December 31, 1998.
Registration Statement on Form 8-B filed on August 16, 1985 describing
Honeywell's common stock.
We incorporate by reference additional documents that Honeywell or the
Plan may file with the SEC after the date of this registration statement. These
documents include periodic reports, which may include the Plan's Annual Report
on Form 11-K, and Honeywell's Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K, as well as proxy statements.
<PAGE>
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
Not applicable.
Item 6. Indemnification of Directors and Officers
Delaware law 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.
Delaware law 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 Honeywell's Restated Certificate of
Incorporation, each person who is or was a director or officer of Honeywell, and
each director or officer of Honeywell who serves or served any other enterprise
or organization at the request of Honeywell, shall be indemnified by Honeywell
to the full extent permitted by Delaware law.
Under Delaware 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
Honeywell, or serves or served any other enterprise or organization at the
request of Honeywell, 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 Honeywell, and with respect to any criminal action, had no
reasonable cause to believe such person's conduct was unlawful.
<PAGE>
If unsuccessful in defense of a suit brought by or in the right of
Honeywell, 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 Honeywell except that if such person is
adjudged to be liable in such suit to Honeywell, 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, Honeywell 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Honeywell
pursuant to Honeywell's Restated Certificate of Incorporation, Delaware law, or
otherwise, Honeywell has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
it therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
--- -----------
<S> <C>
4.1 Honeywell's Restated Certificate of Incorporation,
(incorporated by reference to Exhibit 3(i) to our Form 8-K
filed December 3, 1999).
4.2 Honeywell's By-laws, as amended (incorporated by reference to
Exhibit 3(ii) to our Form 8-K filed December 3, 1999).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 Consent of Deloitte & Touche LLP (filed herewith).
24 Powers of Attorney (filed herewith).
</TABLE>
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 of 1933.
(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.
<PAGE>
(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)
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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, 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.
<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 29th day
of February, 2000.
Honeywell International 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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* Director and Chairman of the Board
- -------------------------------
(Lawrence A. Bossidy)
* Director and Chief Executive Officer
- -------------------------------
(Michael R. Bonsignore)
* Director
- -------------------------------
(Hans W. Becherer)
* Director
- -------------------------------
(Gordon M. Bethune)
* Director
- -------------------------------
(Marshall N. Carter)
* Director
- -------------------------------
(Jaime Chico Pardo)
* Director
- -------------------------------
(Ann M. Fudge)
* Director
- -------------------------------
(James J. Howard)
* Director
- -------------------------------
(Bruce Karatz)
* Director
- -------------------------------
(Robert P. Luciano)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
* Director
- -------------------------------
(Russell E. Palmer)
* Director
- -------------------------------
(Ivan G. Seidenberg)
* Director
- -------------------------------
(Andrew C. Sigler)
* Director
- -------------------------------
(John R. Stafford)
* Director
- -------------------------------
(Michael W. Wright)
/s/ Richard F. Wallman Senior Vice President and February 29, 2000
- -------------------------------- Chief Financial Officer
(Richard F. Wallman) (Principal Financial Officer)
/s/ Richard J. Diemer, Jr. Vice President and February 29, 2000
---------------------------- Controller (Principal
(Richard J. Diemer, Jr.) Accounting Officer)
*By: /s/ Peter M. Kreindler
---------------------------
(Peter M. Kreindler, February 29, 2000
Attorney-in-Fact)
</TABLE>
<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 29th day of February, 2000.
Honeywell Savings and Stock Ownership Plan
By: /s/ Brian Marcotte
----------------------
Brian Marcotte
Vice President- Benefits
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Page
--- ----------- ----
<S> <C> <C>
4.1 Honeywell's Restated Certificate of Incorporation, (incorporated by
reference to Exhibit 3(i) to our Form 8-K filed December 3, 1999).
4.2 Honeywell's By-laws, as amended (incorporated by reference to Exhibit
3(ii) to our Form 8-K filed December 3, 1999.)
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 Consent of Deloitte & Touche LLP (filed herewith).
24 Powers of Attorney (filed herewith).
</TABLE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 27, 2000, except as to the
subsequent event described in Note 25 which is as of February 4, 2000, relating
to the financial statements, which appears in the 1999 Annual Report to
Shareowners of Honeywell International Inc. (the "Company"), which is
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 29, 2000
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Honeywell International Inc. on Form S-8 of our reports dated February 10, 1999
and June 18, 1999, appearing in the Annual Report on Form 10-K of Honeywell
International Inc. for the year ended December 31, 1999 and in the Annual Report
on Form 11-K of Honeywell Savings and Stock Ownership Plan for the year ended
December 31, 1998, respectively.
/s/ Deloitte & Touche LLP
Parsipanny, New Jersey
February 29, 2000
Exhibit 24
POWER OF ATTORNEY
I, Lawrence A. Bossidy, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Lawrence A. Bossidy
-------------------------
Lawrence A. Bossidy
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Michael R. Bonsignore, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Michael R. Bonsignore
--------------------------
Michael R. Bonsignore
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Hans W. Becherer, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Hans W. Becherer
---------------------------
Hans W. Becherer
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Gordon M. Bethune, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Gordon M. Bethune
-----------------------
Gordon M. Bethune
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Marshall N. Carter, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Jamie Chico Pardo, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Jaime Chico Pardo
-----------------------
Jaime Chico Pardo
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Ann M. Fudge, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Michael R.
Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Ann M. Fudge
----------------------
Ann M. Fudge
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, James J. Howard, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Michael R.
Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ James J. Howard
-----------------------
James J. Howard
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Bruce Karatz, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Michael R.
Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Bruce Karatz
-------------------------
Bruce Karatz
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Robert P. Luciano, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Robert P. Luciano
-------------------------
Robert P. Luciano
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Russell E. Palmer, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Russell E. Palmer
------------------------
Russell E. Palmer
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Ivan G. Seidenberg, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Ivan G. Seidenberg
-------------------------
Ivan G. Seidenberg
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Andrew C. Sigler, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Andrew C. Sigler
------------------------
Andrew C. Sigler
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, John R. Stafford, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ John R. Stafford
------------------------
John R. Stafford
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Michael W. Wright, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, 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 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
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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 the Company 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/ Michael W. Wright
----------------------
Michael W. Wright
Dated: December 3, 1999
