SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 ALLIEDSIGNAL INC. (Name of Company) 101 Columbia Road Morristown, NJ 07962-2497 ----------------------- (Address of Principal Executive Offices) SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED TITLE OF CLASS AMOUNT -------------- ------ Notes due July 1, 2005 An Undetermined Amount (Estimated Not to Exceed $575,000,000) APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: May 20, 1998. NAME AND ADDRESS OF AGENT FOR SERVICE: Peter M. Kreindler, Esq., Senior Vice President, General Counsel and Secretary, AlliedSignal Inc., 101 Columbia Road, Morristown, New Jersey 07962-2497 The Company hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of a further amendment which specifically states that it shall supersede this amendment, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Act, may determine upon the written request of the Company.
GENERAL - ------- 1. GENERAL INFORMATION (A) FORM OF ORGANIZATION: Corporation. (B) STATE OR OTHER SOVEREIGN POWER UNDER THE LAWS OF WHICH ORGANIZED: Delaware. 2. SECURITIES ACT EXEMPTION APPLICABLE. AlliedSignal Inc., a Delaware corporation (the "Company"), is relying upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 3(a)(9) thereunder, in connection with the Company's exchange offer as described herein (the "Exchange Offer"). The Exchange Offer is being made by the Company pursuant to its Offering Circular dated May 20, 1998 ("Offering Circular"), and the related Letter of Transmittal and Notice of Guaranteed Delivery of even date therewith, and consists of an offer to exchange an undetermined aggregate principal amount of the Company's Notes due July 1, 2005 (the "New Notes") for the Company's outstanding $250,000,000 9 7/8% Debentures due June 1, 2002 (the "Old 2002 Debentures") and for the $100,000,000 9.20% Debentures due February 15, 2003 (the "Old 2003 Debentures" and together with the Old 2002 Debentures the "Old Debentures"). There have not been any sales of securities of the same series as the New Notes or the Old Debentures by the Company, nor are there any such other sales planned, by or through an underwriter at or about the time of the Exchange Offer transaction. The Company retained Goldman, Sachs & Co. ("Goldman") to advise the Company as to the structure, process and financial matters related to the Exchange Offer. Goldman's services to the Company are limited solely to such advisory services, and Goldman will not, directly or indirectly, solicit the exchange of Old Debentures for New Notes under the Exchange Offer or otherwise make recommendations with respect to acceptance or rejection of the Exchange Offer. In exchange for such advisory services, Goldman will be paid a flat fee which is not dependent upon the outcome of the transaction. Goldman will not be paid any commission or similar variable type of remuneration. The Company also has retained Georgeson & Company Inc. as the "Information Agent" and The Chase Manhattan Bank as the "Exchange Agent" in connection with the Exchange Offer. The Information Agent and Exchange Agent will provide to holders of Old Debentures only information otherwise contained in the Offering Circular and general information regarding the mechanics of the exchange process. The Exchange Agent will provide the actual acceptance and exchange services with respect to the exchange of Old Debentures and New Notes. Neither the Information Agent nor the Exchange Agent will solicit exchanges in connection with the Exchange Offer and will not make recommendations as to the acceptance or rejection of the Exchange Offer.
Both the Information Agent and Exchange Agent will be paid reasonable fees directly by the Company for their services. There are no cash payments made or to be made by any holder of the outstanding Old Debentures in connection with the Exchange Offer. AFFILIATIONS ------------ 3. AFFILIATES. Furnish a list or diagram of all affiliates of the Company and indicate the respective percentages of voting securities or other bases of control. The following is a list of direct and indirect subsidiaries and affiliates of the Company. Indirect subsidiaries and affiliates are indented and listed under their direct parent. Ownership indicated herein refers to the ownership of the direct parent. Unless otherwise indicated, the bases of control is ownership of equity securities. AlliedSignal Inc. AS BAR LLC 100.000000% Burbank Aircraft International GmbH 100.000000% Harco Aerospace Fasteners, Ltd. 100.000000% AS BAR PBH LLC 100.000000% ASA Investments Inc. 100.000000% ASI Specialty Chemicals, L.L.C. 100.000000% UOP LLC 49.900000% Nikki-Universal Co., Ltd. 50.000000% Temperature Controlled Reactors L.L.C. 50.000000% UOP Admin B.V. 100.000000% UOP B.V. 100.000000% UOP Canada Inc. 100.000000% UOP Foreign Sales Corporation 100.000000% UOP GmbH 100.000000% UOP International Services Limited 99.700000% UOP International Technology Limited 99.700000% UOP Invest B.V. 100.000000% UOP K.K. 100.000000% UOP Limited 99.999900% UOP France s.a.r.l. 100.000000% UOP M.S. SpA 0.010000% UOP M.S. SpA 99.990000% UOP N.V. 99.997315% UOP Pacific Ltd. 99.800000% Shanghai UOP Ltd. 70.000000%
UOP Processos Industriais do Brasil Ltda. 99.987523% UOP Spain, S.A. 14.980000% Union Showa K.K. 50.000000% Universal Oil Products Asia Pacific Pte. Ltd. 100.000000% Universal Oil Products Company 100.000000% Cataleasco, Inc. 100.000000% Katalistiks International, Inc. 100.000000% UOP Charitable Foundation, Inc. 100.000000% UOP Equitec Services, Inc. 100.000000% UOP Inc. 100.000000% UOP Management Services, Inc. 100.000000% UOP Management Services 49.000000% Ltd. UOP Middle East Company 100.000000% UOP Processes International, Inc. 100.000000% UOP N.V. 0.002685% UOP Processos Industriais do Brasil Ltda. 0.012477% Aerospace Preforms Limited 100.000000% Alliance Polymers Company 50.000000% Allied Capital Management LLC 100.000000% Allied Chemical Communications Company, Inc. 100.000000% Allied Chemical Corporation 100.000000% Allied Chemical Nuclear Products, Inc. 100.000000% Allied-General Nuclear Services 50.000000% Allied Technologies Corporation 100.000000% Allied-Signal Aerospace Avionics Company 100.000000% AlliedSignal Joint Venture Partnership 1.000000% American Russian Integrated Avionics 67.700000% Allied-Signal Energy Services, Inc. 100.000000% Allied Fuel Energy Services Company, L.P. 42.500000% Allied Fuel Services Company 51.000000% ConverDyn (Partnership Interest) 50.000000% Allied-Signal Environmental Services, Inc. 100.000000% AlliedSignal Aerospace Pty Limited 0.010000% AlliedSignal Aerospace Service Corporation 100.000000% AlliedSignal Laminate Systems Technology Ltd. 0.000001% AlliedSignal Canada Inc. (Preferred Stock) 100.000000% Allied-Signal Automotive of Canada Inc. 100.000000% AlliedSignal Aerospatiale Canada Inc. 100.000000% AlliedSignal Chemicals Inc. 100.000000% AlliedSignal China Inc. 100.000000% AlliedSignal (Australia) Sales Limited 12.500000% AlliedSignal Laminate Systems Technology Ltd. 0.000001% Nittobo Norplex/Oak Co., Ltd. 0.000260% AlliedSignal Environmental Catalysts Inc. 100.000000% ASEC Manufacturing (Partnership Interest) 50.000000%
AS Catalizadores Ambientales, S.A. de C. V. 99.000000% AlliedSignal Catalyseurs pour l'Environnement SAS 99.000000% AlliedSignal Environmental Catalysts GmbH 100.000000% ASEC Sales (Partnership Interest) 50.100000% AS Catalizadores Ambientales, S.A. de C. V. 1.000000% AlliedSignal Catalyseurs pour l'Environnement SAS 1.000000% AlliedSignal Eurasia Ltd. 100.000000% AlliedSignal Europe Inc. 100.000000% AlliedSignal (Australia) Sales Limited 12.500000% AlliedSignal Sistemas de Seguridad S.A. 0.000625% AlliedSignal Europe [N.V.] 0.048784% AlliedSignal Fluorochemicals Europe B.V. 100.000000% AlliedSignal International Finance Corporation 100.000000% ASIFCO (Suzhou) Inc. 100.000000% Alchem Assurance Limited 100.000000% Allied Chemical do Brasil Comercio e Participacoes, 99.982790% Ltda. Allied Signal Italia S.p.A. 99.900000% AlliedSignal Fluorochemicals Italia S.r.l. 100.000000% Alliednignal Sistemi di Sicurezza S.p.A. 99.950000% Autoflug S.p.A. 100.000000% Compagnia Costruzione Cinture S.p.A. 100.000000% FIAAM Filter, S.p.A. 40.001259% AFICO Filters 20.000000% Arto Iberica S.A. 100.000000% Coopers Filters, Ltd. 100.000000% FIAAM Filter Germany GmbH 100.000000% Fram Europe A.B. 100.000000% Fram Europe B.V. 100.000000% Coopers Filters Europe B.V. 100.000000% Fram Europe Limited 100.000000% Fram Filter France S.A. 99.850000% Fram Filter, S.p.A. 100.000000% AlliedSignal (Australia) Sales Limited 50.000000% AlliedSignal (China) Investment Co., Ltd. 100.000000% AlliedSignal (Kaiping) Industrial Fabrics Co. Ltd. 70.000000% AlliedSignal (Kaiping) Industrial Fibers Co. Ltd. 70.000000% AlliedSignal Amorphous Metals (Shanghai) Co., Ltd. 100.000000% AlliedSignal Friction Materials (Guangzhou) Co., 100.000000% Ltd. AlliedSignal Laminate Systems (Suzhou) Co., Ltd. 100.000000% AlliedSignal TAECO Aerospace (Xiamen) Company 65.000000% Limited AlliedSignal Turbocharging Systems (Shanghai) Co., 100.000000% Ltd. CRIAA AlliedSignal (Nanjing) Aero Accessories Co., Ltd. 51.000000%
Fenghua KBAS Automotive Air Compressor Co., Ltd. 35.000611% AlliedSignal CATIC Engine (Suzhou) Co., Ltd. 56.000000% AlliedSignal (Thailand) Co., Ltd. 99.970000% Bendix (Thailand) Limited 46.880000% AlliedSignal Aerospace Pty Limited 99.990000% AlliedSignal Aerospace Pty Limited (Preferred Stock) 100.000000% AlliedSignal Aerospace de Mexico S.A. (less than 1%) AlliedSignal Asahi Co., Ltd. 51.000000% AlliedSignal Automotive Ltda. (Preferred Stock) 20.000000% Knorr-Bremse Sistemas para Veiculos Comerciais 35.000000% Brasil Ltda. AlliedSignal Automotive de Mexico, S.A. de C.V. (less than 1%) AlliedSignal Bremsbelag GmbH 10.000000% AlliedSignal Aftermarket Europe B.V. 100.000000% AlliedSignal Aftermarket Europe GmbH 100.000000% AlliedSignal Aftermarket Europe [N.V.] 99.920000% AlliedSignal Aftermarket Europe, Sverige AB 100.000000% AlliedSignal Aftermarket Europe ApS 100.000000% AlliedSignal Aftermarket Europe Norge AS 100.000000% AlliedSignal Materiales de Friccion SA 100.000000% Financiere AlliedSignal S.A. 1.891896% AlliedSignal Fibers Europe S.A.S. 99.999996% AlliedSignal Industrial Fibers S.A. 99.999260% AlliedSignal Laminate Systems S.A. 99.988966% AlliedSignal Materiaux de Friction SA 99.999717% AlliedSignal Remanufacturing S.A. 75.000000% AlliedSignal Servicos Industriais e Comerciais 98.000000% Portugal, Lda. AlliedSignal Turbo S.A. 100.000000% Garrett Finances S.N.C. 99.000000% Turbo Services S.N.C. 99.000000% Garrett Finances S.N.C. 1.000000% Holt Lloyd Holdings S.A. 100.000000% Holt Lloyd S.A. 100.000000% Societe d'Etudes et de Constructions 99.997619% Aero-Navales, S.A. (Equity Share) Enpro Secan (India) Private Limited 50.000000% Jurid (U.K.) Ltd. 100.000000% AlliedSignal Canada Inc. 99.577465% AlliedSignal Carpet Fibers B.V. 100.000000% AlliedSignal Europe [N.V.] 0.167259% AlliedSignal European Services S.A.S. 10.000000% AlliedSignal Filtros de Mexico S.A. de C.V. 0.000006% AlliedSignal Foreign Sales Corporation 100.000000% AlliedSignal Holdings Limited 99.999965%
Skyforce Avionics, Ltd. 100.000000% AlliedSignal Aerospace GmbH 0.200000% AlliedSignal Limited 100.000000% AlliedSignal Holdings B.V. 54.900000% Knorr-Bremse Systeme fuer Nutzfahrzeuge 35.000000% GmbH Knorr Systemes pour Vehicules 99.849194% Utilitaires France S.A. Knorr-Autobrzdy S.R.O. 67.000000% Knorr-Bremse Benelux B.V.B.A. 99.000000% Knorr-Bremse Fekrendszerek Kft. 100.000000% Knorr-Bremse Italia, S.p.A. 99.344262% Knorr-Bremse Sistemi per Autoveicoli 100.000000% Commerciali Italia S.p.A. Knorr-Bremse System for Tunga Fordon 100.000000% AB Knorr-Bremse Systems for Commercial 100.000000% Vehicles Limited Knorr-Bremse U.K. Ltd. 100.000000% Knorr-Bremse Systems for Commercial 100.000000% Vehicles Limited Knorr-Orsan Ticari Arac, Sistemleri 51.000000% Limited, Sirketi Dexbin, Ltd. 100.000000% Allied Signal Italia S.p.A. 0.100000% Allied-Signal Aerospace Limited 100.000000% Fortin Laminating Limited 100.000000% Garrett Automotive Limited 100.000000% Garrett Turbo Services Limited 99.990000% Turbocare Limited 100.000000% Rajay Limited 50.000000% Roto-Master Limited 50.000000% Cheshire Castings Ltd. 100.000000% Ferranti-Bendix Power Generation Limited 100.000000% Holt Lloyd Group Limited 100.000000% Autoclub Limited 100.000000% Holt Lloyd Australasia Pty Limited 0.008000% Kayes Chemical Co. Limited 100.000000% Holt Lloyd Holdings B.V. 100.000000% Holt Lloyd Holdings Limited 100.000000% Holt Lloyd Holdings B.V. 100.000000% Holt Lloyd International Limited 100.000000% Burnaby & Chantrell Limited 100.000000% Carr & Day & Martin Limited 100.000000% DCMC Industrial Aerosols Limited 100.000000%
Dupli-Color Limited 100.000000% Flexiwrap Limited 100.000000% Flexy Brushes Limited 100.000000% Glassmatch Limited 100.000000% Holt Lloyd & Raposa Limitada 35.000000% Holt Lloyd Americas Limited 100.000000% Holt Lloyd Australasia Pty Limited 99.992000% Holt Lloyd Export Limited 100.000000% Holt Lloyd Limited 100.000000% Holt Lloyd Pension Trustees Ltd. 100.000000% Holt Products Limited 100.000000% MR Holt Product Pty Limited 100.000000% Lloyds Industries (Molyslip) Limited 100.000000% Lloyds Industries International Limited 100.000000% Loy Plastics Limited 0.050000% Nippon Kigyo KK 100.000000% Radweld Engineering Company Limited 100.000000% Loy Plastics Limited 99.950000% Redex Limited 100.000000% Romac Industries Limited 100.000000% WH Cowie Limited 100.000000% Holt Lloyd International Limited 100.000000% Holt Lloyd S.p.A. 100.000000% Holts Srl 100.000000% Holt Lloyd Trustee Co. Ltd. 100.000000% Simoniz International Limited 100.000000% Holt Lloyd Group Limited 100.000000% Klippan Automotive Products (U.K.) Limited 99.999007% Normalair-Garrett (Holdings) Limited 48.000000% Normalair-Garrett Limited 98.000000% Normalair-Garrett Manufacturing Pty. Ltd. 99.996667% Normalair-Garrett Pty. Ltd. 0.000800% Normalair-Garrett Manufacturing Pty. 0.003333% Ltd. Normalair-Garrett Pty. Ltd. 99.999200% AlliedSignal Holdings Limited 99.999827% AlliedSignal Holdings Limited (Preferred Stock) 99.999995% AlliedSignal India Private Limited 99.999813% AlliedSignal International Inc. 100.000000% AlliedSignal (Australia) Sales Limited 12.500000% AlliedSignal Inc. Japan 100.000000% AlliedSignal Laminate Systems Technology Ltd. 0.000001% Nittobo Norplex/Oak Co., Ltd. 0.000260% AlliedSignal Ireland Limited 0.000035% AlliedSignal International Services S.A.S. 75.000000% AlliedSignal Ireland Software Limited 100.000000%
Holt Lloyd Limited (Ireland) 100.000000% Iropharm plc 100.000000% Iropharm plc 100.000000% Jellalabad plc 100.000000% AlliedSignal Korea Ltd. 100.000000% AlliedSignal Laminate Systems Inc. 100.000000% AlliedSignal Deutschland GmbH 100.000000% AlliedSignal Aerospace GmbH 99.800000% AlliedSignal Bremsbelag GmbH 90.000000% AlliedSignal Chemical Holding AG 100.000000% Riedel-de Haen AG 100.000000% Lindener Volksbank e.G. 0.021249% Niedersaechsische Gesellschaft fuer 0.250000% Endablagerung von Sonderabfall mbH RdH Laborchemikalien GmbH & Co. KG 25.000000% RdH Laborchemikalien 25.000000% Verwaltungs-GmbH Riedel-de Haen Sozialhilfe GmbH 100.000000% Riedel-de Haen AG 100.000000% Riedel-de Haen AG 100.000000% AlliedSignal Laminate Systems GmbH 100.000000% AlliedSignal Polymers GmbH 100.000000% AlliedSignal Specialty Chemicals GmbH 100.000000% Holt Lloyd Holdings GmbH 100.000000% Holt Lloyd GmbH 100.000000% Holt Lloyd Kfz-pflegemittel Export GmbH 100.000000% AlliedSignal Europe [N.V.] 99.783957% AlliedSignal Laminate Systems (Thailand) Company 99.998600% Limited AlliedSignal Laminate Systems Pacific Limited 99.999971% AlliedSignal Laminate Systems Singapore Inc. 100.000000% AlliedSignal Laminate Systems Technology Ltd. 0.000001% AlliedSignal Laminate Systems Technology Ltd. 99.999992% AlliedSignal Technologies Inc. 0.600000% AlliedSignal Automotive Ltda. 59.999872% Asahi-Schwebel (Taiwan) Co., Ltd. 49.000446% Asia Pacific Resin Corporation 25.000000% Financiere AlliedSignal S.A. 25.637718% Nittobo Norplex/Oak Co., Ltd. 49.999221% Oak-Mitsui (Partnership Interest) 50.100000% Oak-Mitsui Inc. 50.100016% AlliedSignal Laminate Systems Pacific Limited 0.000029% AlliedSignal Laminate Systems Technology Ltd. 0.000001% AlliedSignal Materiaux de Friction SA 0.000040% AlliedSignal Productos Automotrices, S.A. de C.V. 0.000009% AlliedSignal Romania Srl 100.000000%
AlliedSignal Singapore (Pte.) Limited 100.000000% AlliedSignal Sistemas de Seguridad S.A. 99.999375% AlliedSignal Sogefi Aftermarket Europe B.V. 65.000000% AlliedSignal TBS Holdings, Inc. 0.830000% AlliedSignal Truck Brake Systems Company 65.000000% (Partnership Interest) AlliedSignal TBS Canada Inc. 100.000000% AlliedSignal Truck Brake Systems Foreign Sales 100.000000% Corp. AlliedSignal Technologies Inc. (Preferred Stock) 100.000000% AlliedSignal Waterford Limited 100.000000% AlliedSignal European Services S.A.S. 90.000000% AlliedSignal International Services S.A.S. 25.000000% AlliedSignal de Mexico, S.A. de C.V. 88.814772% AlliedSignal Aerospace de Mexico S.A. 10.000000% AlliedSignal Automotive de Mexico, S.A. de C.V. 99.999999% AlliedSignal Filtros de Mexico S.A. de C.V. 99.999994% AlliedSignal Productos Automotrices, S.A. de C.V. 99.999991% CEA AlliedSignal Aircraft Wheels and Brakes Repair and 60.000000% Overhaul Co., Ltd. Shanghai Financiere AlliedSignal S.A 72.391556% Garrett Turbo Inc. 100.000000% Garrett Turbochargers Ltd. 51.428571% Goodproud 100.000000% Holt Lloyd Limited 100.000000% Holt Lloyd S.A. (Spain) 100.000000% Holts Pty Limited 100.000000% Holt Lloyd International (South Africa) Pty Limited 100.000000% Turtleline (Pty) Limited 100.000000% Industrial Turbines International, Inc. 15.398152% Industrial Turbines International, Inc. (Preferred Stock) 8.798686% JKC Truck Brake Systems Co., Ltd. 17.500000% Musashi Holt KK 80.000000% Nittobo Norplex/Oak Co., Ltd. 0.000260% AlliedSignal Ireland Limited 99.999965% AlliedSignal Joint Venture Partnership 99.000000% AlliedSignal Leasing Company L.P. (Partnership Interest) 1.000000% AlliedSignal Materiaux de Friction SA 0.000040% AlliedSignal Power Systems Inc. 100.000000% AlliedSignal Singapore Inc. 100.000000% AlliedSignal Specialty Chemicals (S) Pte Ltd 100.000000% AlliedSignal TBS Holdings, Inc. 87.020000% AlliedSignal Technical Services Corporation 100.000000% AlliedSignal (Australia) Sales Limited 12.500000% AlliedSignal Laminate Systems Technology Ltd. 0.000001% AlliedSignal Technologies Inc. 99.400000%
AlliedSignal Transportation Inc. 100.000000% AlliedSignal de Mexico, S.A. de C.V. 10.818360% AlliedSignal-Asiatic Pte Ltd 60.000000% American Russian Integrated Avionics Corporation 67.700000% Astor Holdings, Inc. 100.000000% Astor Holdings II, Inc. 100.000000% ABI Acquisition 1 plc. (Preferred Stock) 99.999907% ABI Acquisition 2 plc. 99.999907% Associated British Industries Limited 99.999972% Astor Stag Limited 99.998428% Astor Stag S.A. 100.000000% Astor Stag S.A.R.L. 100.000000% Stag Francaise S.A. 100.000000% ABI Acquisition 2 plc. (Ordinary Non-Voting) 100.000000% ABI Corporation 100.000000% Astor Corporation (Preferred Stock) 100.000000% ABI Acquisition 1 plc. 100.000000% Petrofin Corporation 66.500000% Astor Corporation 100.000000% Avcon, Inc. 14.906416% Bendix Electronic Service Corporation de Espana, S.A. 70.000000% Bendix Leasing Company 100.000000% Bendix Mintex Pacific Proprietary Limited 50.000000% Bendix (Thailand) Limited 6.250000% Don Brake (Australia) Pty Limited 100.000000% Don Brake (Malaysia) Sdn Bhd 100.000000% Bendix Mintex Proprietary Limited 50.999987% Bendix Mintex Employees Superannuation Pty Ltd. 100.000000% Bendix Mintex Executive Superannuation Pty Ltd 100.000000% Bendix Mintex Staff Superannuation Pty Ltd 100.000000% Bendix Products Corporation 100.000000% Bunker Ramo Electronic Data Systems S.A. 100.000000% Burdick & Jackson, Inc. 100.000000% CFE Company (Partnership Interest) 50.000000% Compania Industrial de Fluorita, S.A. 40.000000% Compania Metalurgica de Parral, S.A. 40.000000% Don Brake (Malaysia) Sdn Bhd 50.000000% EM Sector Holdings Inc. 100.000000% JGC Corporation 0.010000% UOP Asia Ltd. 100.000000% UOP Inter-Americana, Inc. 100.000000% UOP LLC (LLC Membership Interest) 0.100000% Evergreen Nylon Recycling Company, LLC 50.000000% Garrett Comtronics Licensing Corporation 85.000000% Globe Auto Electricals, Ltd. 25.700000% Grimes Holdings Inc. 100.000000%
MRC Acquisition Corporation 100.000000% Grimes Aerospace Company 100.000000% Cambridge Thermionic Corp. 100.000000% Cambridge Thermionic of Canada, Ltd. 100.000000% FL Aerospace, Ltd. 100.000000% M-R Development Company 100.000000% MRC Acquisition Corp. No. 3 100.000000% Midland Industries, Inc. 100.000000% Midland Preferred Corp. 100.000000% Midland-Ross International Corp. 100.000000% Midland-Ross Trading Corporation 100.000000% Midland-Ross of Canada, Ltd. 100.000000% Midro Ltd. 100.000000% Nasco Enterprises 100.000000% H-D Polymer Corporation 100.000000% AlliedSignal Polymer Company, L.P. 98.000000% AlliedSignal Leasing Company L.P. 99.000000% Interest) Hankuk Brake Industrial Co., Ltd. 48.999859% HoltraChem Manufacturing Company, L.L.C. 36.000000% Industrial Turbines International, Inc. 84.601848% Industrial Turbines International, Inc. (Preferred Stock) 45.845554% International Auto Parts Limited (a/k/a Interzapchast) 33.333333% International Turbine Engine Corporation 80.328053% Investech (Partnership Interest) 3.630000% Jidosha Kiki Co., Ltd. 4.642580% Aruma Engineering Co., Ltd. 100.000000% JKC-USA Corporation 100.000000% Niigata Technos Co., Ltd. 100.000000% Technos Co., Ltd. 100.000000% Trondule Co., Ltd. 100.000000% King Radio S.A. 95.000000% Klippan N.V. 100.000000% LG AlliedSignal Corporation 50.000000% LORI, Inc. 100.000000% Lori Asia Pte. Ltd. 100.000000% Lorimark, Inc. 100.000000% Light Helicopter Turbine Engine Company (Partnership 50.000000% Interest) Nanoglass LLC 50.000000% Nippon Amorphous Metals Co., Ltd. 50.000000% Nirlon Limited 1.900361% Nitto Boseki Co., Ltd. 0.010000% Norplex Oak India Limited 20.000000% Opex Corporation 100.000000% AlliedSignal Polymer Company, L.P. 2.000000%
Pacific BBA Ltd. (less than 1%) Prestolite of India, Ltd. 33.330000% Prestone Holdings Inc. 100.000000% Prestone Products Corporation 100.000000% AlliedSignal Canada Inc. 0.422535% Quimobasicos, S.A. de C.V. 100.000000% Propelentes Mexicanos, S.A. 80.000000% Quimobasicos, S.A. de C.V. 100.000000% Realdix Corporation 100.000000% Remtex Mfg., Inc. 100.000000% AlliedSignal TBS Holdings, Inc. 12.150000% AlliedSignal de Mexico, S.A. de C.V. 0.366867% Rubix 50.000000% Rumford Automotive Products Co. 100.000000% SN-Centro de Pesquisas e Promocao de Sulfato 99.989246% de Amonio Ltda. Shenco Limited (Partnership Interest) 90.000000% Technofan 3.266099% The Bendix Corporation 100.000000% Transitions Two (Partnership Interest) 5.740000% Turbo Services S.N.C. 1.000000% Turbodina S.A.I.y.C. 77.977843% USHA Amorphous Metals, Ltd. 50.000000% Universal Assets Inc. 50.000000% Universal Assets Inc. (Preferred Stock) 29.333333% MANAGEMENT AND CONTROL 4. DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete mailing addresses of all directors and executive officers of the applicant and all persons chosen to become directors or executive officers. Indicate all offices with the applicant held or to be held by each person named. The names of the directors and executive officers of the Company are set forth below. The mailing address of each of the directors and executive officers is 101 Columbia Road, Morristown, NJ 07962. - ------------------------- ------------------------------------------------------------------------- Hans W. Becherer Director - ------------------------- ------------------------------------------------------------------------- Lawrence A. Bossidy Director, Chairman and Chief Executive Officer - ------------------------- ------------------------------------------------------------------------- Daniel P. Burnham Director and Vice Chairman - ------------------------- ------------------------------------------------------------------------- Ann M. Fudge Director - ------------------------- ------------------------------------------------------------------------- Paul X. Kelley Director - ------------------------- ------------------------------------------------------------------------- Robert P. Luciano Director - ------------------------- -------------------------------------------------------------------------
- ------------------------- ------------------------------------------------------------------------- Robert B. Palmer Director - ------------------------- ------------------------------------------------------------------------- Russell E. Palmer Director - ------------------------- ------------------------------------------------------------------------- Frederic M. Poses Director and Vice Chairman - ------------------------- ------------------------------------------------------------------------- Ivan G. Seidenberg Director - ------------------------- ------------------------------------------------------------------------- Andrew C. Sigler Director - ------------------------- ------------------------------------------------------------------------- John R. Stafford Director - ------------------------- ------------------------------------------------------------------------- Thomas P. Stafford Director - ------------------------- ------------------------------------------------------------------------- Robert C. Winters Director - ------------------------- ------------------------------------------------------------------------- Henry T. Yang Director - ------------------------- ------------------------------------------------------------------------- Peter M. Kreindler Senior Vice President, General Counsel and Secretary - ------------------------- ------------------------------------------------------------------------- Joseph B. Leonard Senior Vice President and President, Aerospace Marketing, Sales and Service - ------------------------- ------------------------------------------------------------------------- Paul J. Norris Senior Vice President and President, Specialty Chemicals - ------------------------- ------------------------------------------------------------------------- Donald J. Redlinger Senior Vice President, Human Resources and Communications - ------------------------- ------------------------------------------------------------------------- Paul R. Schindler Senior Vice President, Europe, India and the Middle East - ------------------------- ------------------------------------------------------------------------- Richard F. Wallman Senior Vice President and Chief Financial Officer - ------------------------- ------------------------------------------------------------------------- 5. PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following information as to each person owning 10 percent or more of the voting securities of the applicant. As of April 30, 1998, based on information supplied by such 10% owner in a Schedule 13G, as of December 31, 1997. - ------------------------- ----------------------- ------------------------ ------------------------ NAME AND COMPLETE TITLE OF CLASS OWNED AMOUNT OWNED PERCENTAGE OF VOTING MAILING ADDRESS SECURITIES OWNED - ------------------------- ----------------------- ------------------------ ------------------------ State Street Bank & Common Stock, par 69,261,968 12.3 Trust Company value $1 per share - ------------------------- ----------------------- ------------------------ ------------------------ UNDERWRITERS ------------ 6. UNDERWRITERS. Give the name and complete mailing address of (a) each person who, within three years prior to the date of filing the application, acted as an underwriter of any securities of the obligor which were outstanding on the date of filing the application, and (b) each proposed principal underwriter of the securities proposed to be offered. As to each person specified in (a), give the title of each class of securities underwritten. There are no underwriters of the securities proposed to be offered in the Exchange Offer. Following are the underwriters identified in Section 6(a) hereof:
A. The following were the underwriters in the Company's issuance of $100 million of 6.75% Notes due August 15, 2000: Goldman, Sachs & Co. J.P. Morgan Securities Inc. Salomon Brothers Inc. The mailing address for the above underwriters is: 55 Broad Street, New York, NY 10004. B. The following were the underwriters in the Company's issuance of $200 million of 6.20% Notes due February 1, 2008: Goldman, Sachs & Co. J.P. Morgan Securities Inc. Salomon Brothers Inc. The mailing address for the above underwriters is: 55 Broad Street, New York, NY 10004. C. The following were the underwriters in the Company's issuance of $200 million of 5 3/4% remarketable securities due 2011: J.P. Morgan Securities Inc. Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated The mailing address for the above underwriters is: 60 Wall Street, New York, NY 10260. CAPITAL SECURITIES - ------------------ 7. CAPITALIZATION. (a) Furnish the following information as to each authorized class of securities of the applicant. The following table sets forth the consolidated capitalization of the Company as of April 30, 1998. (i) Equity Securities: Title of Class Amount Authorized Amount Outstanding - ---------------------- ----------------- ------------------ Common Stock 1,000,000,000 shares 563,714,332
$1 par value Preferred Stock 20,000,000 shares none No par value (ii) Authorized and Outstanding Debt Securities: (in millions) --------------- -------------------------- Employee stock ownership plan floating rate notes, 4.29%-4.71%, due 1998-1999 $ 48 6.75% notes due August 15, 2000 100 9 7/8% debentures due June 1, 2002 250 9.20% debentures due February 15, 2003 100 Medium term notes, 8.93%-9.28%, due 1999-2001 69 Zero coupon bonds and money multiplier notes, 13.0%-14.26%, due 1998-2009 164 9 1/2% debentures due June 1, 2016 100 Industrial development bond obligations, 3.15%-6.75%, maturing at various dates through 2027 105 6.20% notes due February 1, 2008 200 5 3/4% Dealer remarketable securities due 2011 200 Other (including capitalized leases), 1.54%-12.42%, maturing at various dates through 2016 249 (b) Give a brief outline of the voting rights of each class of voting securities referred to in paragraph (a) above. Common shareowners are entitled to one vote per share. Common shareowners do not have preemptive or conversion rights. The Company may establish series of preferred stock having such number of shares and such terms as it may determine. 8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis of indenture provisions required under Section 305(a)(2) of the Trust Indenture Act of 1939, as amended. For purposes of this Section 8, the "Indenture" shall refer to the Indenture, dated as of October 1, 1985, by and between AlliedSignal Inc. and The Chase Manhattan Bank, as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of February 1, 1991 and by the Second Supplemental Indenture dated as of November 1, 1997.
Other capitalized but otherwise undefined terms shall have the meanings ascribed thereto in the Indenture or the Offering Circular. (A) EVENTS OF DEFAULT Events of Default with respect to any series of Debentures under the Indenture include: (a) default in payment of any principal of or premium, if any, on such series, except for principal due upon sinking fund redemptions; (b) default in the payment of any installment of interest or sinking fund redemption, if any, on such series and continuance of such default for a period of 30 days; (c) default for 90 days after notice in the performance of any other covenant in the Indenture; or (d) certain events of bankruptcy, insolvency or reorganization in respect of the Company (Section 501). The Trustee may withhold notice to the holders of Debentures of any default (except in the payment of principal of or premium, if any, or interest on such series of Debentures) if it considers such withholding to be in the interest of holders of Debentures (Section 508). No Event of Default with respect to a particular series of Debentures issued under the Indenture necessarily constitutes an Event of Default with respect to any other series of Debentures. On the occurrence of an Event of Default, the Trustee or the holders of at least 25% in principal amount at maturity of Debentures of each such series then outstanding may declare the principal (or in the case of Debentures sold at an original issue discount, the amount specified in the terms thereof) to be due and payable immediately (Section 501). Upon payment of such amount, together with any premium or interest due thereon, if any, all the Company's obligations in respect to payment of indebtedness on such Debentures will terminate (Sections 401, 501 and 502). Subject to provisions relating to its duties in case of default, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any holders of Debentures unless such holders of Debentures shall have offered to the Trustee reasonable indemnity (Section 603). (B) AUTHENTICATION AND DELIVERY The New Notes shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers, under the Company's corporate seal reproduced thereon and attested by the Secretary or one of the Assistant Secretaries. Upon proper delivery of New Notes to the Trustee for authentication, the Trustee shall authenticate and deliver such securities. The Indenture does not contain provisions regarding the application of the proceeds from issuance of the New Notes (Section 303). (C) RELEASE OF PROPERTY SUBJECT TO LIEN The Company's obligations under the New Notes are not secured by any liens or security interests on any assets of the Company. Accordingly, the Indenture does not contain any provisions with respect to the release or the release and substitution of any property subject to such a lien. (D) SATISFACTION AND DISCHARGE The Indenture shall cease to be of further effect with respect to the Debentures of any series when (1) either: (i) all the Debentures of such series and Coupons appertaining thereto issued under the Indenture (except certain Debentures which have been destroyed, lost or stolen and certain Debentures and Coupons for whose payment money has theretofore been deposited in trust, held by the Company and repaid or discharged from such trust) have been delivered to the Trustee or an authenticating agent cancelled or for cancellation, or (ii) all such Debentures and Coupons have become due and payable or will become due and payable at their Stated Maturity, or have been called for redemption, and the Company has deposited in trust funds sufficient to pay off and discharge such Debentures and Coupons; (2) the Company has paid or caused to be paid all other sums required to be paid under the Indenture; and (3) the Company has delivered an appropriate officer's certificate and opinion of counsel to the Trustee stating that all conditions precedent therein provided for relating to the satisfaction and discharge of the Indenture with respect to the Debentures of such series have been complied with (Section 401). (E) EVIDENCE OF COMPLIANCE WITH CONDITIONS AND COVENANTS The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement stating (i) whether or not the Company has fulfilled all its obligations under the Indenture throughout the year, and if a default has occurred, providing details as to the circumstances of such default(s), and (ii) that no event has occurred and is continuing which is or would become a certain Event of Default, and if such an event has occurred, providing details as to the circumstances of such default(s) (Section 1004).
9. OTHER OBLIGORS. Give the name and complete mailing address of any person, other than the applicant, who is an obligor upon the indenture securities. No other person is an obligor with respect to the New Notes. CONTENTS OF APPLICATION FOR QUALIFICATION This application for qualification comprises: (a) Pages numbered one to 19, consecutively; (b) The statement of eligibility and qualification of the Trustee under the Indenture to be qualified (on Form T-1 hereby incorporated by reference to Exhibit 99 attached hereto); (c) The following exhibits, in addition to those filed as a part of the statement of eligibility and qualification of the trustee: (i) Exhibit T3A -- The Company's Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(i) to the Company's Form 10-Q for the quarter ended March 31, 1997); (ii) Exhibit T3B -- The Company's Bylaws, as amended (incorporated by reference to Exhibit 3(ii) to the Company's Form 10-Q for the quarter ended March 31, 1996); (iii) Exhibit T3C.1 -- Indenture between the Company and The Chase Manhattan Bank (National Association), Trustee, dated as of October 1, 1985. (Incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-04551); (iv) Exhibit T3C.2 -- First Supplemental Indenture dated as of February 1, 1991 between the Company and The Chase Manhattan Bank (National Association), as Trustee; (v) Exhibit T3C.3 -- Second Supplemental Indenture dated as of November 1, 1997 between the Company and The Chase Manhattan Bank, as Trustee (Incorporated by reference to Exhibit 4.5 to Amendment No. 2 to Registration Statement No. 33-64245; (vi) Exhibit T3D -- Not applicable; (vii) Exhibit T3E.1 -- Offering Circular, dated as of May 20, 1998 for $250,000,000 9 7/8% Debentures due June 1, 2002 and for $100,000,000 9.20% Debentures due February 15, 2003; (viii) Exhibit T3E.2 -- Letter of Transmittal, dated as of May 20, 1998 for $250,000,000 9 7/8% Debentures due June 1, 2002; (ix) Exhibit T3E.3 -- Letter of Transmittal, dated as of May 20, 1998 for $100,000,000 9.20% Debentures due February 15, 2003; (x) Exhibit T3E.4 -- Form of Notice of Guaranteed Delivery, dated as of May 20, 1998 for $250,000,000 9 7/8% Debentures due June 1, 2002;
(xi) Exhibit T3E.5 -- Form of Notice of Guaranteed Delivery, dated as of May 20, 1998 for $100,000,000 9.20% Debentures due February 15, 2003; (xii) Exhibit T3F -- Cross-Reference Sheet; (xiii) Exhibit 99 -- Form T-1 of The Chase Manhattan Bank. SIGNATURE --------- Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Company, AlliedSignal Inc., a corporation organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the Township of Morris, and State of New Jersey, on the 20th day of May, 1998. (SEAL) ALLIEDSIGNAL INC. By: /s/ Peter M. Kreindler ------------------------------------ Name: Peter M. Kreindler Title: Senior Vice President, General Counsel and Secretary Attest: /s/ Dennis R. Marshall ------------------------ Name: Dennis R. Marshall Title: Assistant Secretary STATEMENT OF DIFFERENCES ------------------------ The section symbol shall be expressed as.............................. 'SS'
FIRST SUPPLEMENTAL INDENTURE, dated as of February 1, 1991, between ALLIED-SIGNAL INC., a Delaware corporation (hereinafter called the "Corporation"), and The Chase Manhattan Bank (National Association), a national banking association organized and existing under the laws of the United States of America (hereinafter called the "Trustee"). WHEREAS, the Corporation and the Trustee entered into an Indenture, dated as of October 1, 1985 (hereinafter the "Original Indenture"), providing for the creation, execution, authentication and delivery of certain Debentures of the Corporation; WHEREAS, the Corporation has requested the Trustee to join with it in the execution and delivery of this First Supplemental Indenture in order to supplement and amend the Original Indenture, by amending and adding certain provisions thereof, to facilitate the issuance of Debentures constituting medium term notes and to permit the Corporation to require, if it shall so elect, that the Debentures of any series be issued, in whole or in part, in the form of one or more Global Debentures (as defined herein); WHEREAS, SECTION 901 of the Original Indenture provides, among other things, that the Corporation, when authorized by the Board of Directors and the Trustee, may
2 from time to time and at any time enter into an indenture or indentures supplemental to the Original Indenture for the purpose, inter alia, of making additional provisions in regard to matters or questions arising thereunder as shall not adversely affect the interests of the Holders of any series or the Holders of any Coupons; WHEREAS, the Corporation and the Trustee are desirous of entering into this First Supplemental Indenture for the purposes set forth in Section 901 of the Original Indenture as referred to above; and WHEREAS, all acts and things necessary to cause this First Supplemental Indenture to be a valid, binding and legal instrument of the Corporation have been done and performed by the Corporation, and the execution and delivery of this First Supplemental Indenture have in all respects been duly authorized by the Corporation, and the Corporation, in the exercise of the legal right and power in it vested, executes this First Supplemental Indenture.
3 NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the covenants herein contained and the purchase and acceptance of the Debentures issued hereunder by the Holders thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the Corporation covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the Debentures, as follows: ARTICLE ONE DEFINITIONS Except as otherwise defined in or amended by this Firat Supplemental Indenture, each capitalized term used herein shall have the meaning assigned thereto in the Original Indenture. ARTICLE TWO MODIFICATIONS OF THE ORIGINAL INDENTURE A. Section 101 of the Original Indenture is amended to add new definitions thereto, in the appropriate
4 alphabetical sequence, as follows: "'Depository' means, unless otherwise specified by the Corporation pursuant to either Section 203 or 302, with respect to Debentures of any series issuable or issued as a Global Debenture, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation." "'Global Debenture' means, with respect to any series of Debentures issued hereunder, a Debenture which is executed by the Corporation and authenticated and delivered by the Trustee to the Depository or pursuant to the Depository's instruction or retained by the Trustee pursuant to the Depository's instruction, all in accordance with this Indenture and any indenture supplemental hereto, if any, or Board Resolution and pursuant to a Corporation Request, which shall be registered in the name of the Depository or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Debentures of such series or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal is due, and interest rate or method of determining interest." B. Section 101 of the Original Indenture is further amended by amending the definition of "Corporate Trust Office" to read in its entirety as follows: "'Corporate Trust Office' means the principal office of the Trustee in the The City of New York at which at any particular time its corporate trust business shall be administered, except that with respect to presentation of Debentures for payment or for registration of transfer or exchange and the location of the Debenture Register, such term shall mean the office or agency of the Trustee in The City of New York at which, at any particular time, its corporate agency business shall be conducted."
5 C. Section 101 of the Original Indenture is further amended to add to the definition of the term "Paying Agent", after the word "Corporation", the following: "The Corporation initially authorizes the Trustee to act as Paying Agent for the Debentures on its behalf. The Corporation may at any time and from time to time authorize one or more Persons to act as Paying Agent in addition to or in place of the Trustee with respect to any series of Debentures issued under this Indenture." D. Article Two of the Original Indenture is amended to add a new Section 203, which reads in its entirety as follows: "SECTION 203. Debentures Issuable in the Form of a Global Debenture. (a) If the Corporation shall establish pursuant to Sections 201 and 302 that the Debentures of a particular series are to be issued in whole or in part in the form of one or more Global Debentures, then the Corporation shall execute and the Trustee or its agent shall, in accordance with Section 303 and the Corporation Request delivered to the Trustee or its agent thereunder, authenticate and deliver, such Global Debenture or Debentures, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Debentures of such series to be represented by such Global Debenture or Debentures, or such portion thereof as the Corporation shall specify in a Corporation Request, (ii) shall be registered in the name of the Depository for such Global Debenture or Debentures or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depository or pursuant to the Depository's instruction or retained by the Trustee pursuant to the Depository's instruction and (iv) shall bear a legend substantially to the following effect: 'Unless and until it is exchanged in whole or in part for the individual Debentures represented hereby this Global Debenture may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository
6 or any such nominee to a successor Depository or a nominee of such successor Depository.' (b) Notwithstanding any other provision of this Section 203 or of Section 306, and subject to the provisions of paragraph (c) below, unless the terms of a Global Debenture expressly permit such Global Debenture to be exchanged in whole or in part for individual Debentures, a Global Debenture may be transferred, in whole but not in part and in the manner provided in Section 306, only to a nominee of the Depository for such Global Debenture, or to the Depository, or to a successor Depository for such Global Debenture selected or approved by the Corporation, or to a nominee of such successor Depository. (c) (i) If at any time the Depository for a Global Debenture notifies the Corporation that it is unwilling or unable to continue as Depository for such Global Debenture or if at any time the Depository with respect to any series of Debentures represented in whole or in part by a Global Debenture shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Corporation shall appoint a successor Depository with respect to such Global Debenture. If a successor Depository for such Global Debenture is not appointed by the Corporation within 90 days after the Corporation receives such notice or becomes aware of such ineligibility, the Corporation will execute, and the Trustee or its agent, upon receipt of a Corporation request for the authentication and delivery of individual Debentures of such series in exchange for such Global Debenture, will authenticate and deliver, individual Debentures of such series of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Debenture in exchange for such Global Debenture. (ii) The Corporation may at any time and in its sole discretion determine that the Debentures of any series or portion thereof issued or issuable in the form of one or more Global Debentures shall no longer be represented by such Global Debenture or Debentures. In such event the Corporation will execute, and the Trustee, upon receipt of a Corporation Request for the authentication and delivery of individual Debentures of such series in exchange in whole or in part for such Global Debenture or Debentures, will authenticate and
7 deliver, individual Debentures of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Debenture or Debentures representing such series or portion thereof in exchange for such Global Debenture or Debentures. (iii) If specified by the Corporation pursuant to Sections 201 and 302 with respect to Debentures issued or issuable in the form of a Global Debenture, the Depository for such Global Debenture may surrender such Global Debenture in exchange in whole or in part for individual Debentures of such series of like tenor and terms in definitive form on such terms as are acceptable to the Corporation and such Depository. Thereupon the Corporation shall execute, and the Trustee or its agent shall authenticate and deliver, without service charge, (1) to each Person specified by such Depository a new Debenture or Debentures of the same series of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in such Global Debenture and (2) to such Depository a new Global Debenture of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Debenture and the aggregate principal amount of Debentures delivered to Holders thereof. (iv) In any exchange provided for in any of the preceding three paragraphs, the Corporation will execute, and the Trustee or its agent will authenticate and deliver, individual Debentures in definitive registered form in authorized denominations. Upon the exchange of the entire principal amount of a Global Debenture for individual Debentures, such Global Debenture shall be cancelled by the Trustee or its agent. Except as provided in the preceding paragraph, Debentures issued in exchange for a Global Debenture pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Global Debenture, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or the Debenture Registrar. The Trustee or the Debenture Registrar shall deliver such Debentures to the Persons in whose names such Debentures are so registered."
8 E. Section 302 of the Original Indenture is amended to (i) redesignate paragraph (o) as paragraph (p) and (ii) add a new paragraph (o) as follows: "(o) issuance in whole or in part in the form of a Global Debenture or Debentures; the terms and conditions, if any, upon which any such Global Debenture or Debentures may be exchanged in whole or in part for other individual Debentures; and the Depository for any such Global Debenture or Debentures; and" F. The first paragraph of Section 306 of the Original Indenture is amended by amending the second sentence of such paragraph to read in its entirety as follows: "The Trustee is hereby initially appointed "Debenture Registrar" for the purpose of registering Registered Debentures and transfers of Registered Debentures as herein provided; provided, however, that the Corporation may at any time and from time to time authorize any Person to act as Debenture Registrar in place of the Trustee with respect to any series of Debentures issued under this Indenture. G. The second paragraph of Section 306 of the Original Indenture is amended to add the words "Subject to Section 203," before the word "Upon" in the first sentence of such paragraph. H. The third paragraph of Section 306 of the Original Indenture is amended to add the words "Subject to Section 203," before the words "At the option of the Holder thereof" in both the first and second sentences of such paragraph.
9 I. The following paragraph is added at the end of Section 306 of the Original Indenture: "None of the Corporation, the Trustee, any agent of the Trustee, any Paying Agent or the Debenture Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Debenture or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests." J. Article Three of the Original Indenture is amended to add a new Section 314, which reads in its entirety as follows: "Section 314. Debentures Constituting Medium-term Notes. (a) Notwithstanding any contrary provision herein, if all Debentures of a series are not to be originally issued at one time, it shall not be necessary for the Corporation to deliver to the Trustee an Officers' Certificate, supplemental indenture, Opinion of Counsel, Corporation Request or other document otherwise required pursuant to Sections 102, 201, 302 and 304 at or prior to the time of authentication of each Debenture of such series if such documents are delivered to the Trustee or its agent at or prior to the authentication upon original issuance of the first Debenture of such series to be issued; provided that any subsequent instruction by the Corporation to the Trustee to authenticate Debentures of such series upon original issuance shall constitute a representation and warranty by the Corporation that as of the date of such instruction, the statements made in the Officers' Certificate delivered pursuant to Section 102 shall be true and correct as if made on such date. An Officers' Certificate delivered by the Corporation to the Trustee in the circumstances set forth in the preceding paragraph may provide that Debentures which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time upon the telephonic or written order of Persons designated in such Officers' Certificate (any such telephonic
10 instructions to be promptly confirmed in writing by such persons) and that such Persons are authorized on behalf of the Pricing Committee to determine, consistent with such Officers' Certificate, such terms and conditions of said Debentures as are specified in such Officers' Certificate." (b) Notwithstanding any contrary provision herein, (i) Debentures of the series referred to as "Medium-Term Notes, Series A" (which Debentures are described in the Prospectus Supplement dated February 1, 1991, to the Company's Prospectus dated November 14, 1988) shall not be required to be identical as set forth in the third sentence of Section 301, provided, however, that all Debentures of such series shall be identical in respect of covenants and Events of Default, and (ii) the terms of any Debenture of such series may be determined at the time of issuance of such Debenture by the Pricing Committee (or by any Person authorized to determine such terms on behalf of the Pricing Committee). K. Article Five of the Original Indenture is amended to add a new Section 511, which reads in its entirety as follows: "SECTION 511. Record Dates for Action by Holders. If the Corporation shall solicit from the Holders of Debentures of any series any action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action), the Corporation may, at its option, by Board Resolution or action taken by the Pricing Committee, fix in advance a record date for the determination of Holders of Debentures entitled to take such action, but the Corporation shall have no obligation to do so. Any such record date shall be fixed at the Corporation's discretion. If such a record date is fixed, such action may be sought or given before or after the record date, but only the Holders of Debentures of record at the close of business on such record date shall be deemed to be Holders of Debentures for the purpose of determining whether Holders of the requisite proportion of Debentures of such series Outstanding have authorized or agreed or consented to such action, and for that purpose the Debentures of such series Outstanding shall be computed as of such record date." .
11 L. The second paragraph of Section 1102 of the Original Indenture is amended to add the words "(or, in the case of any Global Debenture, the Depository)" after the words "the Holder" and before the words "the Trustee' in the third sentence of such paragraph. M. The fourth paragraph of Section 1102 of the Original Indenture is amended to add the words "of like tenor and terms" after the words "the Debentures" and before the words "are to be redeemed" in the first sentence of such paragraph. N. The fourth paragraph of Section 1102 of the Original Indenture is further amended to add the following sentence as the last sentence of such paragraph: "Notwithstanding any of the foregoing, if less than all the Debentures of unlike tenor and terms of any series are to be redeemed, the particular Debentures to be redeemed shall be selected by the Corporation, and the notice shall specify the Debentures to be redeemed." ARTICLE THREE MISCELLANEOUS PROVISIONS 1. The Original Indenture, as amended and modified by this First Supplemental Indenture, hereby is in all respects ratified, confirmed and approved. 2. This First Supplemental Indenture shall be construed in connection with and as part of the Original Indenture.
12 3. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. 4. The recitals contained herein shall not be taken as the statements of the Corporation, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture. 5. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. The Chase Manhattan Bank (National Association) hereby accepts the trusts in this First Supplemental Indenture declared and provided, upon the terms and conditions hereinabove set forth.
13 IN WITNESS WHEREOF, ALLIED-SIGNAL INC. has caused this First Supplemental Indenture to be duly signed and acknowledged by one of its officers thereunto duly authorized, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or an Assistant Secretary; and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) has caused this First Supplemental Indenture to be duly signed and acknowledged by one of its officers thereunto duly authorized, and its corporate seal to be affixed hereunto, and the same to be attested by one of its officers thereunto duly authorized. ALLIED-SIGNAL INC., By /s/ R.C. Matthews --------------------------- SEAL Name: R.C. Matthews Title: Assistant Treasurer Attest: /s/ H. B. Flanders, Jr. - ---------------------------- Name: H. B. Flanders, Jr. Title: Assistant Secretary THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), By /s/ Ann L. Edmonds ----------------------- SEAL Name: Ann L. Edmonds Title: Vice President Attest: /s/ Thomas Provenzano - ------------------------ Name: Thomas Provenzano Title: Assistant Secretary
14 STATE OF NEW JERSEY, ) ) ss.: COUNTY OF MORRIS ) Personally appeared before me the undersigned, a Notary Public in and for said County, and , to me known and known to me to be respectively and of Allied-Signal Inc., one of the corporations which executed the foregoing instrument, who severally acknowledged that they did sign and seal said instrument as such officers for and on behalf of said corporation, and that the same is their free act and deed as such officers, and the free and corporate act and deed of said Allied-Signal Inc.; that they were duly authorized thereunto by its board of directors; and that the seal affixed to said instrument is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and official seal this day of February 1991. --------------------------- Notary Public [Notarial Seal] STATE OF NEW YORK, ) ) ss.: COUNTY OF NEW YORK ) Personally appeared before me the undersigned, a Notary Public in and for said County, and , to me known and known to me to be respectively and of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), one of the corporations which executed the foregoing instrument, who severally acknowledged that they did sign and seal said instrument as such officers for and on behalf of said corporation, and that the same is their free act and deed as such officers, and the free and corporate act and deed of said THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION); that they were duly authorized thereunto by its board of directors; and that the seal affixed to said instrument is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of February 1991. --------------------- Notary Public [Notarial Seal]
Exhibit T3E.1 - Offering Circular, dated as of May 20, 1998: OFFERING CIRCULAR [LOGO] OFFER TO EXCHANGE NOTES DUE JULY 1, 2005 FOR ANY AND ALL OF ITS OUTSTANDING 9 7/8% DEBENTURES DUE JUNE 1, 2002 Cusip No. 019512 AD4 AND ANY AND ALL OF ITS OUTSTANDING 9.20% DEBENTURES DUE FEBRUARY 15, 2003 Cusip No. 019512 AG7 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JUNE 18, 1998, UNLESS EXTENDED (THE 'EXPIRATION DATE'). ALLIEDSIGNAL INC. (the 'Company') hereby offers, upon the terms and subject to the conditions set forth in this Offering Circular (the 'Offering Circular') and the accompanying Letter of Transmittal (which together constitute the 'Exchange Offer'), to exchange its Notes Due July 1, 2005 (the 'New Notes'), in an aggregate principal amount to be determined in the manner set forth herein, for any and all of its $250,000,000 aggregate principal amount of issued and outstanding 9 7/8% Debentures Due June 1, 2002 (the 'Old 2002 Debentures') and for any and all of its $100,000,000 aggregate principal amount of issued and outstanding 9.20% Debentures Due February 15, 2003 (the 'Old 2003 Debentures' and together with the Old 2002 Debentures the 'Old Debentures') from the registered holders thereof. See 'Description of New Notes'. The New Notes will evidence a new series of debt and will be issued pursuant to, and entitled to the benefits of, an Indenture, dated as of October 1, 1985 between the Company and The Chase Manhattan Bank, as trustee, as supplemented by the First Supplemental Indenture dated as of February 1, 1991 and by the Second Supplemental Indenture dated as of November 1, 1997 (as so supplemented, the 'Indenture'). Although the Old Debentures are listed on the New York Stock Exchange (the 'NYSE'), the Company does not intend to apply for listing of the New Notes on the NYSE or any other exchange. (cover page continued on next page) --------------- SEE 'RISK FACTORS' ON PAGE 13 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING THE EXCHANGE OFFER. --------------- THE OFFER OF THE SECURITIES CONTEMPLATED IN THE EXCHANGE OFFER IS MADE PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), PROVIDED BY SECTION 3(A)(9) THEREOF AND, ACCORDINGLY, THE OFFER OF SUCH SECURITIES HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------- The date of this Offering Circular is May 20, 1998.
(continued from cover page) The Company will accept for exchange any and all Old Debentures validly tendered and not withdrawn prior to the Expiration Date. Old Debentures may be tendered only in denominations of $1,000 or an integral multiple thereof. See 'The Exchange Offer -- Procedures for Tendering Old Debentures'. The Exchange Offer is subject to certain customary conditions. See 'The Exchange Offer -- Conditions to the Exchange Offer'. The New Notes will bear interest at a rate that will be different than the interest rate on the Old Debentures, as described herein. For the New Notes, the per annum interest rate (the 'New Coupon') will be equal to the Reference Yield of the New Notes (as defined herein) rounded downward to the nearest 1/8th of one percent. The 'Reference Yield of the New Notes' will equal (i) the yield to maturity of the 6 1/2% U.S. Treasury Note due May 15, 2005 (the '7 Year Benchmark Rate') plus (ii) 50 basis points. Each holder exchanging Old Debentures for New Notes pursuant hereto will receive, in exchange for each $1,000 in aggregate principal amount of Old Debentures exchanged, New Notes in a principal amount (rounded to the nearest cent, with $0.005 to be taken as a full cent) equal to (a) $1,000 times (b) the Old Debenture Exchange Price (as defined herein) divided by (c) the New Note Exchange Price (as defined herein); provided that New Notes will only be issued in denominations of $1,000 or integral multiples thereof. In addition, each holder exchanging Old Debentures for New Notes pursuant hereto will receive on the Exchange Date (as defined herein) an amount in cash due to rounding the aggregate principal amount of New Notes issuable to such holder downward to the nearest $1,000. All calculations, including calculations of the New Note Exchange Price, the Old 2002 Debenture Exchange Price and the Old 2003 Debenture Exchange Price, will be made in accordance with standard market practice and in a manner consistent with the methodology set forth in Schedule A and consistent with the hypothetical calculations set forth in Schedules B through D. See 'The Exchange Offer -- Calculations; Information; Payment'. The 'New Note Exchange Price' will be a price per $1,000 aggregate principal amount of New Notes (calculated as described herein and rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to result in a yield to maturity on the Exchange Date equal to the Reference Yield of the New Notes. See 'The Exchange Offer -- Terms of the Exchange Offer' and ' -- Summary of Terms'. The 'Old 2002 Debenture Exchange Price' will be a price per $1,000 principal amount of the Old 2002 Debentures (calculated as described herein and rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to result in a yield to maturity on the Exchange Date equal to the sum of (a) the yield to maturity of the 5 3/4% U.S. Treasury Note due April 30, 2003 (the '5 Year Benchmark Rate') and (b) 25 basis points. See 'The Exchange Offer -- Terms of the Exchange Offer'. The 'Old 2003 Debenture Exchange Price' will be a price per $1,000 principal amount of the Old 2003 Debentures (calculated as described herein and rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to result in a yield to maturity on the Exchange Date equal to the sum of (a) the 5 Year Benchmark Rate and (b) 28 basis points. The Old 2002 Debenture Exchange Price and the Old 2003 Debenture Exchange Price are referred to collectively herein as the 'Old Debenture Exchange Prices' and individually as an 'Old Debenture Exchange Price'. See 'The Exchange Offer -- Terms of the Exchange Offer'. Interest accrued on the Old Debentures from the last interest payment to which interest has been paid or duly provided for (June 1, 1998 in the case of the Old 2002 Debentures and February 15, 1998 in the case of the Old 2003 Debentures) to, but excluding, the Exchange Date, along with interest on the New Notes accruing from the Exchange Date at the New Coupon to, but excluding, the first interest payment date, will be paid on July 1, 1998. The interest payment dates on the New Notes will be January 1 and July 1 of each year commencing July 1, 1998. The 'Exchange Date' will be the fifth business day following the Expiration Date (i.e., June 25, 1998, unless the Expiration Date is extended). (cover page continued on the next page) 2
(continued from previous page) The New Coupon, New Note Exchange Price, Old Debenture Exchange Prices, Benchmark Treasury Rates and the Reference Yield of the New Notes will be determined as of 3:00 p.m., New York City time, on June 16, 1998, unless the Exchange Offer is extended by more than three business days, in which case they will be determined at such time on the second business day prior to the Expiration Date (the 'Price Determination Date'). The purpose of the Exchange Offer is to take advantage of currently available interest rates by exchanging a portion of the Company's long-term debt portfolio upon terms which the Company believes are more beneficial to it. The Company intends to accomplish this objective by extending the overall maturity of a portion of its long-term debt portfolio. Based on an interpretation by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the 'Commission'), the Company believes that the New Notes issued pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by any holder thereof without compliance with the registration requirements of the Securities Act. The Company has not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Company's information and belief, each person participating in the Exchange Offer is acquiring the New Notes in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes. The Company has made no arrangements for and has no understanding with any dealer, salesman or other person regarding the solicitation of tenders hereunder, and no person has been authorized by the Company to give any information or to make any representations in connection with the Exchange Offer other than those contained or incorporated by reference in this Offering Circular and, if given or made, such other information or representations must not be relied upon as having been authorized. Neither the delivery of this Offering Circular nor the exchange of New Notes for Old Debentures shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof. The Company will not receive any proceeds from the Exchange Offer. The Company has agreed to bear the expenses of the Exchange Offer. The Exchange Agent (as defined herein) and The Depository Trust Company ('DTC') have confirmed that the Exchange Offer is eligible for the DTC Automated Tender Offer Program ('ATOP'). Accordingly, DTC participants may electronically transmit their acceptance of the Exchange Offer by causing DTC to transfer Old Debentures to the Exchange Agent in accordance with DTC's ATOP procedures for such a transfer. DTC will then send an Agent's Message (as defined herein) to the Exchange Agent. 3
NONE OF THE COMPANY, THE BOARD OF DIRECTORS OF THE COMPANY, THE EXECUTIVE OFFICERS OF THE COMPANY, THE FINANCIAL ADVISOR, THE INFORMATION AGENT OR THE EXCHANGE AGENT MAKES ANY RECOMMENDATION TO HOLDERS OF THE OLD DEBENTURES AS TO WHETHER TO EXCHANGE OR REFRAIN FROM EXCHANGING THEIR OLD DEBENTURES. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF OLD DEBENTURES MUST MAKE THEIR OWN DECISION WHETHER TO EXCHANGE OLD DEBENTURES PURSUANT TO THE EXCHANGE OFFER AND, IF SO, THE AGGREGATE PRINCIPAL AMOUNT OF OLD DEBENTURES TO EXCHANGE. THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT TENDERS FOR EXCHANGE FROM, HOLDERS OF OLD DEBENTURES IN ANY JURISDICTION IN WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the 'Exchange Act') and in accordance therewith files reports and other information with the Securities and Exchange Commission (the 'Commission'). Reports, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, DC 20549 and at the following Regional Offices of the Commission: 7 World Trade Center, New York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates. The Commission maintains an Internet web site at http://www.sec.gov/ that contains such reports, proxy statements and other information. Such reports, proxy statements and other information of the Company should also be available for inspection at the offices of the New York Stock Exchange Inc., 20 Broad Street, New York, New York 10005; the Chicago Stock Exchange, One Financial Place, 440 South LaSalle Street, Chicago, Illinois, 60605; and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104. The Company has instructed the Financial Advisor, the Exchange Agent and the Information Agent not to solicit exchanges in connection with the Exchange Offer or to make any recommendation with respect to acceptance or rejection of the Exchange Offer. Solicitations will be made solely by employees of the Company. The Financial Advisor, the Exchange Agent and the Information Agent will answer any questions from holders of the Old Debentures with respect to the Exchange Offer solely by reference to the terms of this Offering Circular and holders may contact the Financial Advisor, the Exchange Agent and the Information Agent at the addresses and telephone numbers listed below. Holders of the Old Debentures who have any questions regarding the mechanics of the Exchange Offer should contact either the Exchange Agent or the Information Agent. In addition, all questions with respect to the Exchange Offer may be directed to the Company (Assistant Treasurer, telephone number (973) 455-5109). Financial Advisor Information Agent GOLDMAN, SACHS & CO. GEORGESON & COMPANY INC. 85 Broad Street Wall Street Plaza New York, New York 10004 88 Pine Street, 30th Floor (800) 828-3182 New York, New York 10005 Banks and brokers call collect: (212) 440-9800 All others call toll-free: (800) 223-2064 Exchange Agent THE CHASE MANHATTAN BANK By Fax: By Hand or Overnight Courier: By Mail: (214) 672-5932 The Chase Manhattan Bank The Chase Manhattan Bank Attention: Frank Ivins c/o Chase Bank of Texas, N.A. c/o Chase Bank of Texas, N.A. Corporate Trust Services Corporate Trust Services 1201 Main Street P.O. Box 219052 18th Floor Dallas, Texas 75221-9052 Dallas, Texas 75202 Attention: Frank Ivins Attention: Frank Ivins Phone: (214) 672-5678 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by the Company are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the year ended December 31, 1997; (2) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; (3) the Company's Current Reports on Form 8-K filed on January 15, February 2, February 5, February 18, February 23, March 18, April 22 and April 28, 1998; and (4) the Company's Application on Form T-3 filed on May 20, 1998. All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Offering Circular and prior to the termination of the offering of the New Debentures shall be deemed to be incorporated by reference in this Offering Circular and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be modified or superseded for purposes of this Offering Circular to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offering Circular. A copy of the documents incorporated by reference (other than exhibits thereto) will be forwarded without charge to each person to whom this Offering Circular is delivered, upon such person's written or oral request to AlliedSignal Inc., Office of the Secretary, P.O. Box 4000, Morristown, New Jersey 07962, telephone number (973) 455-5067. 5
OFFERING CIRCULAR SUMMARY The following summary is qualified in its entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this Offering Circular. See 'Risk Factors' on page 13 for a discussion of certain factors that should be considered in connection with the Exchange Offer and the New Notes offered hereby. THE COMPANY The Company is an advanced technology and manufacturing company serving customers worldwide with aerospace and automotive products, chemicals, fibers, plastics and advanced materials. The Company is organized into eleven strategic business units. The Company's products are used by many major industries, including textiles, construction, plastics, electronics, automotive, chemicals, housing, telecommunications, utilities, packaging, agriculture, military and commercial aviation and aerospace and in the space program. The principal executive offices of the Company are located at 101 Columbia Road, Morris Township, New Jersey 07962. The telephone number is (973) 455-2000. THE EXCHANGE OFFER The Exchange Offer........................ Upon the terms and subject to the conditions of the Exchange Offer, the Company is offering to any holder in exchange for any and all of its $250,000,000 Old 2002 Debentures and for any and all of its $100,000,000 Old 2003 Debentures newly issued New Notes in principal amount to be determined as described below. For the New Notes, the per annum interest rate (the 'New Coupon') will be equal to the Reference Yield of the New Notes (as defined herein) rounded downward to the nearest 1/8th of one percent. The 'Reference Yield of the New Notes' will equal (i) the 7 Year Benchmark Rate plus (ii) 50 basis points. Each holder exchanging Old Debentures for New Notes pursuant hereto will receive, in exchange for each $1,000 in aggregate principal amount of Old Debentures exchanged, New Notes in a principal amount (rounded to the nearest cent, with $0.005 to be taken as a full cent) equal to (a) $1,000 times (b) the Old Debenture Exchange Price (as defined herein) divided by (c) the New Note Exchange Price (as defined herein); provided that New Notes will only be issued in denominations of $1,000 or integral multiples thereof. In addition, each holder exchanging Old Debentures for New Notes pursuant hereto will receive on the Exchange Date (as defined herein) an amount in cash due to rounding the aggregate principal amount of New Notes issuable to such holder downward to the nearest $1,000. See 'The Exchange Offer -- Calculations; Information; Payment'. The 'New Note Exchange Price' will be a price per $1,000 aggregate principal amount of New Notes (calculated as described herein and rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to result in a yield to maturity on the Exchange Date equal to the Reference Yield 6
of the New Notes. See 'The Exchange Offer -- Terms of the Exchange Offer' and ' -- Summary of Terms'. The 'Old 2002 Debenture Exchange Price' will be a price per $1,000 principal amount of the Old 2002 Debentures (calculated as described herein and rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to result in a yield to maturity on the Exchange Date equal to the sum of (a) the 5 Year Benchmark Rate and (b) 25 basis points. See 'The Exchange Offer -- Terms of the Exchange Offer' and ' -- Summary of Terms'. The 'Old 2003 Debenture Exchange Price' will be a price per $1,000 principal amount of the Old 2003 Debentures (calculated as described herein and rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to result in a yield to maturity on the Exchange Date equal to the sum of (a) the 5 Year Benchmark Rate and (b) 28 basis points. See 'The Exchange Offer -- Terms of the Exchange Offer' and ' -- Summary of Terms'. The Old 2002 Debenture Exchange Price and the Old 2003 Debenture Exchange Price are referred to collectively herein as the 'Old Debenture Exchange Prices' and individually as an 'Old Debenture Exchange Price'. See 'The Exchange Offer -- Terms of the Exchange Offer'. The New Coupon, New Note Exchange Price, Old Debenture Exchange Prices, Benchmark Treasury Rates and Reference Yield of the New Notes will be determined as of 3:00 p.m., New York City time, on June 16, 1998, unless the Exchange Offer is extended by more than three business days, in which case they will be determined at such time on the second business day prior to the Expiration Date (the 'Price Determination Date'). Interest accrued on the Old Debentures from the last interest payment to which interest has been paid or duly provided for (June 1, 1998 in the case of the Old 2002 Debentures and February 15, 1998 in the case of the Old 2003 Debentures) to, but excluding, the Exchange Date, along with interest on the New Notes accruing from the Exchange Date at the New Coupon to, but excluding, the first interest payment date, will be paid on July 1, 1998. The interest payment dates on the New Notes will be January 1 and July 1 of each year commencing July 1, 1998. The 'Exchange Date' will be the fifth business day following the Expiration Date (i.e., June 25, 1998, unless the Expiration Date is extended). The New Notes will constitute, and the Old Debentures constitute, direct, unsecured and unsubordinated obligations of the Company. Calculations.............................. The New Note Exchange Price, Old Debenture Exchange Prices, Reference Yield of the New Notes, Benchmark 7
Treasury Rates and the New Coupon, will be determined as described and illustrated in the section 'The Exchange Offer -- Calculations; Information; Payment' and in Schedules A through D attached hereto. Information............................... As soon as practicable after the Price Determination Date, but in any event before 9:00 a.m., New York City time, on the following business day, the Company will publicly announce by press release to the Dow Jones News Service: the Benchmark Treasury Rates, the Reference Yield of New Notes, the New Note Exchange Price, the Old Debenture Exchange Price and the New Coupon. During the term of the Exchange Offer, holders of the Old Debentures can obtain current information regarding the Benchmark Treasury Rates, Reference Yield of the New Notes, Old Debenture Exchange Price, New Note Exchange Price and other information regarding the terms of the Exchange Offer from the Financial Advisor at (800) 828-3182. In addition, the Company intends to publish information about the Exchange Offer, including the information described in the preceding paragraph when available, on the MCM 'CorporateWatch' Service on Telerate pages 41926-7 and on Bloomberg pages 7626-7. Old 2002 Debentures Outstanding........... As of the date hereof, $250,000,000 aggregate principal amount of Old 2002 Debentures are outstanding. Old 2003 Debentures Outstanding........... As of the date hereof, $100,000,000 aggregate principal amount of Old 2003 Debentures are outstanding. Conditions to the Exchange Offer.......... Consummation of the Exchange Offer is conditioned upon certain customary conditions described herein. The Company may, in its sole discretion, waive any condition with respect to the Exchange Offer and accept for exchange any Old Debentures tendered. See 'The Exchange Offer -- Conditions to the Exchange Offer'. Expiration Date; Extensions; Termination; Amendments................... The Exchange Offer will expire at 5:00 p.m., New York City time, on June 18, 1998 or at such later time and date to which the Exchange Offer may be extended by the Company in accordance with the procedures described herein. The Company reserves the right to extend or terminate the Exchange Offer. See 'The Exchange Offer -- Expiration Date; Extensions; Termination; Amendments'. If the Exchange Offer is extended for a period longer than three business days from the previously scheduled Expiration Date, then a new Price Determination Date, which would be two business days prior to the new Expiration Date, may be established. If the extension is for three business days or less, no new Price Determination Date will be established and the New Coupon will remain as determined on the Price Determination Date prior to the extension of the Exchange Offer. 8
If the consideration offered with respect to the Exchange Offer is changed or if any other amendment to the terms of the Exchange Offer is made that, in the opinion of the Company, would be adverse to the interests of the holders tendering Old Debentures for exchange, the Exchange Offer will remain open for at least five business days from the date public notice of such change or amendment is given. Certain U.S. Federal Income Tax Consequences.............................. The exchange of Old Debentures for New Notes pursuant to the Exchange Offer should constitute a reorganization for U.S. Federal income tax purposes. Holders of Old Debentures that participate in the Exchange Offer should recognize no loss on the exchange but should recognize gain, if any, to the extent of the sum of the amount of money received in lieu of a fractional New Note and the fair market value of any excess of the principal amount of the New Notes received over the principal amount of the Old Debentures surrendered. See 'Certain U.S. Federal Income Tax Consequences'. Tender of Old Debentures.................. Old Debentures may be tendered for exchange only in denominations of $1,000 or an integral multiple thereof. To tender certificated Old 2002 Debentures pursuant to the Exchange Offer, holders must deliver their Old Debentures together with a properly completed and duly executed appropriate Letter of Transmittal to the Exchange Agent or the procedures for book-entry transfer must be used. If Old Debentures are held by a broker, dealer, commercial bank, trust company or other nominee (individually, a 'Custodian' and collectively, the 'Custodians'), the beneficial owner thereof must instruct such Custodian to tender such Old Debentures on its behalf. The Old 2003 Debentures are held in book-entry form through DTC. Beneficial owners of Old 2003 Debentures and beneficial owners of uncertificated Old 2002 Debentures must contact the broker, dealer, commercial bank, trust company or other nominee, any of which may be a DTC participant ('Custodian'), through whom such Old 2003 Debentures are held and direct such Custodian to tender such Old 2003 Debentures pursuant to the Exchange Offer. All tenders must be made on or prior to the Expiration Date. See 'The Exchange Offer -- Procedures for Tendering Old Debentures'. New Notes will be delivered only in book-entry form through DTC. Accordingly, holders who anticipate tendering and whose Old Debentures are not held through DTC are urged to contact promptly a Custodian that has the capability to hold securities through DTC, to arrange for receipt of any New Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant and account information in the relevant Letter of Transmittal. See 'The Exchange Offer -- Proper Execution and Delivery of Letter of Transmittal'. 9
Guaranteed Delivery....................... Holders of Old Debentures who wish to tender their Old Debentures and who cannot deliver their Old Debentures or the Letter of Transmittal to the Exchange Agent, prior to the Expiration Date, or if the procedures for book-entry transfer cannot be completed on a timely basis, must tender their Old Debentures pursuant to the guaranteed delivery procedures set forth in 'The Exchange Offer -- Guaranteed Delivery Procedures'. Acceptance of Old Debentures; Delivery of New Notes..................... Upon the terms and subject to the conditions of the Exchange Offer, the Company will exchange (and thereby acquire) any and all Old Debentures that are properly tendered and not withdrawn prior to the Expiration Date. New Notes will be delivered only in book-entry form through DTC. New Notes and any amounts due in respect of rounding the aggregate principal amount of New Notes issuable downward to the nearest $1,000, will be delivered on the fifth business day following the Expiration Date. See 'The Exchange Offer -- Acceptance of Old Debentures Tendered for Exchange; Delivery of New Notes'. Withdrawal Rights......................... Tenders of Old Debentures for exchange may be withdrawn at any time prior to the Expiration Date. Withdrawal of tendered Old Debentures will be deemed a rejection of the Exchange Offer. See 'The Exchange Offer -- Withdrawal Rights'. Exchange Agent............................ The Chase Manhattan Bank Information Agent......................... Georgeson & Company Inc. Wall Street Plaza 88 Pine Street, 30th Floor New York, New York 10005 Banks and brokers call collect: (212) 440-9800 All others call toll-free: (800) 223-2064 10
THE NEW NOTES Issuer.................................... AlliedSignal Inc. Indenture................................. The New Notes will be issued under the Indenture dated as of October 1, 1985 between the Company and The Chase Manhattan Bank, as supplemented by the First Supplemental Indenture dated as of February 1, 1991 and the Second Supplemental Indenture dated as of November 1, 1997. For a discussion of certain changes to the Indenture as a result of the Second Supplemental Indenture, see 'Description of New Notes -- Other Provisions'. Principal Amount Offered.................. An amount to be determined in accordance with the procedures described herein. See 'The Exchange Offer -- Terms of the Exchange Offer'. Maturity Date............................. July 1, 2005. The New Notes are not subject to redemption prior to maturity. Interest.................................. Interest will be paid each January 1 and July 1, commencing July 1, 1998. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The July 1, 1998 interest payment will include interest accruing on the New Notes from the Exchange Date to, but not including, July 1, 1998. Interest Rate............................. The New Coupon determined as provided herein. Rating.................................... As of the date hereof, the Company's unsecured senior debt securities, including the Old Debentures, are rated A2 by Moody's Investors Service, Inc. ('Moody's') and A by Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies ('S&P'). The Company does not intend to obtain ratings on the New Debentures, however, the Company believes that if the New Debentures were rated they would receive ratings equivalent to those assigned from time to time to the Old Debentures. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Ranking................................... The New Notes will be unsecured and unsubordinated obligations of the Company and will rank pari passu with all other unsecured and unsubordinated indebtedness of the Company. Form...................................... The New Notes will be represented by one or more global notes registered in the name of DTC's nominee ('Global Notes'). Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except as described herein, New Notes in definitive form will not be issued. The New Notes will trade in DTC's Same-Day Funds Settlement System until maturity, and secondary market trading activity for the New Notes will therefore settle in immediately available funds. All payments of principal and interest will be made by 11
the Company in immediately available funds. See 'Description of New Notes -- Same-Day Settlement and Payment'. Listing................................... Although the Old Debentures are listed on the NYSE, the Company does not intend to apply for listing of the New Notes on the NYSE or any other exchange. Use of Proceeds........................... The New Notes will be issued only in exchange for the Old Debentures. The Company will not receive any cash proceeds from the issuance of the New Notes. 12
RISK FACTORS In deciding whether to participate in the Exchange Offer, each holder should consider carefully, in addition to the other information contained in the Offering Circular, the factors listed below. A debt security with a smaller outstanding aggregate principal amount may command a lower price than would an otherwise identical debt security with a larger outstanding aggregate principal amount. Depending upon, among other things, the aggregate principal amount of Old Debentures outstanding after the Exchange Offer, the trading market for the Old Debentures may be more limited, which may, therefore, adversely affect the liquidity and market price of the Old Debentures. Similarly, depending upon, among other things, the aggregate principal amount of the New Notes outstanding after the Exchange Offer with respect to the Old 2002 Debentures and the Old 2003 Debentures, the trading market for the New Notes may be limited, which may, therefore, adversely affect the liquidity and market price of the New Notes. In addition to the respective aggregate principal amounts outstanding, the trading market for the Old Debentures not tendered pursuant to the Exchange Offer and for the New Notes will depend upon, among other things, the number of holders of each and the degree to which securities firms maintain a market in the securities. In addition, although the Old Debentures are listed for trading on the NYSE, the Company does not intend to apply for listing of the New Notes on the NYSE or any other exchange. THE COMPANY The Company is an advanced technology and manufacturing company serving customers worldwide with aerospace and automotive products, chemicals, fibers, plastics and advanced materials. The Company is organized into eleven strategic business units. The Company's products are used by many major industries, including textiles, construction, plastics, electronics, automotive, chemicals, housing, telecommunications, utilities, packaging, agriculture, military and commercial aviation and aerospace and in the space program. The principal executive offices of the Company are located at 101 Columbia Road, Morris Township, New Jersey 07962. The telephone number is (973) 455-2000. 13
THE EXCHANGE OFFER PURPOSE OF THE EXCHANGE OFFER The purpose of the Exchange Offer is to take advantage of currently available interest rates by exchanging a portion of the Company's long-term debt portfolio upon terms which the Company believes are more beneficial to it. The Company intends to accomplish this objective by extending the overall maturity of a portion of its long-term debt portfolio. TERMS OF THE EXCHANGE OFFER Upon the terms and subject to the conditions set forth in this Offering Circular and the accompanying Letter of Transmittal, the Company is offering to exchange a principal amount of the New Notes, determined as described below, for each $1,000 principal amount of the Old Debentures properly tendered for Exchange. The New Notes will bear interest at a rate that will be different than the interest rate on the Old Debentures, as described herein. For the New Notes, the per annum interest rate (the 'New Coupon') will be equal to the Reference Yield of the New Notes (as defined herein) rounded downward to the nearest 1/8th of one percent. The 'Reference Yield of the New Notes' will equal (i) the 7 Year Benchmark Rate plus (ii) 50 basis points. Each holder exchanging Old Debentures for New Notes pursuant hereto will receive, in exchange for each $1,000 in aggregate principal amount of Old Debentures exchanged, New Notes in a principal amount (rounded to the nearest cent, with $0.005 to be taken as a full cent) equal to (a) $1,000 times (b) the Old Debenture Exchange Price divided by (c) the New Note Exchange Price; provided that New Notes will only be issued in denominations of $1,000 or integral multiples thereof. In addition, each holder exchanging Old Debentures for New Notes pursuant hereto will receive on the Exchange Date an amount in cash due to rounding the aggregate principal amount of New Notes issuable to such holder downward to the nearest $1,000. See 'Calculations; Information; Payment'. The New Coupon, the Old Debenture Exchange Prices, the New Note Exchange Price, the Benchmark Treasury Rates and the Reference Yield of the New Notes will be determined as of 3:00 p.m., New York City time, on June 16, 1998, unless the Exchange Offer is extended by more than three business days, in which case they will be determined at such time on the second business day prior to the Expiration Date (the 'Price Determination Date'). Interest accrued on the Old Debentures from the last interest payment to which interest has been paid or duly provided for (June 1, 1998 in the case of the Old 2002 Debentures and February 15, 1998 in the case of the Old 2003 Debentures) to, but excluding, the Exchange Date, along with interest on the New Notes accruing from the Exchange Date at the New Coupon to, but excluding, the first interest payment date, will be paid on July 1, 1998. The interest payment dates on the New Notes will be January 1 and July 1 of each year commencing July 1, 1998. The 'Exchange Date' will be the fifth business day following the Expiration Date (i.e., June 25, 1998, unless the Expiration Date is extended). SUMMARY OF TERMS The following is a summary of certain defined terms used in describing the Exchange Offer: Benchmark Treasury Rate: means the yield to maturity for the Benchmark Treasury Security as of the Price Determination Date. Benchmark Treasury Security: means the 5 3/4% U.S. Treasury Notes due April 30, 2003 or the 6 1/2% U.S. Treasury Notes due May 15, 2005, as the case may be. 5 Year Benchmark Rate: means the yield to maturity of the 5 3/4% U.S. Treasury Notes due April 30, 2003 as of the Price Determination Date. 2002 Fixed Spread: means 0.25% (25 basis points). 2003 Fixed Spread: means 0.28% (28 basis points). 14
2005 Fixed Spread: means 0.50% (50 basis points). Exchange Date: means the date five business days following the Expiration Date and on which New Notes will be delivered pursuant to the Exchange Offer. If the Expiration Date is June 18, 1998, the Exchange Date will be June 25, 1998. Expiration Date: means 5:00 p.m., New York City time, on June 18, 1998, unless the Exchange Offer is extended. New Coupon: means, for the New Notes, the per annum interest rate paid on such New Notes from the Exchange Date, to the maturity date, July 1, 2005. The New Coupon will be equal to the Reference Yield of the New Notes as determined on the Price Determination Date rounded downward to the nearest 1/8th of a percent. New Note Exchange Price: means, at the Price Determination Date, the price per $1,000 principal amount of New Notes (calculated as described herein and rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to result in a yield to maturity on the Exchange Date equal to the Reference Yield of the New Notes. Old 2002 Coupon: means 9 7/8% per annum. Old 2003 Coupon: means 9.20% per annum. Old Coupon: means the Old 2002 Coupon or the Old 2003 Coupon, as the case may be. Old 2002 Debenture Exchange Price: means the price per $1,000 principal amount of the Old 2002 Debentures (calculated as described herein and rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to result in a yield to maturity on the Exchange Date equal to the sum of (a) the 5 Year Benchmark Rate and (b) 25 basis points. Old 2003 Debenture Exchange Price: means the price per $1,000 principal amount of the Old 2003 Debentures (calculated as described herein and rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to result in a yield to maturity on the Exchange Date equal to the sum of (a) the 5 Year Benchmark Rate and (b) 28 basis points. Old Debenture Exchange Price: means the Old 2002 Debenture Exchange Price or the Old 2003 Debenture Exchange Price, as the case may be. Price Determination Date: means 3:00 p.m., New York City time, on June 16, 1998, unless the Exchange Offer is extended by more than three business days, in which case such term means at such time on the second business day prior to the Expiration Date. Reference Yield of the New Notes: means, at the Price Determination Date, the sum of (i) the 7 Year Benchmark Rate and (ii) the 2005 Fixed Spread. 7 Year Benchmark Rate: means the yield to maturity of the 6 1/2% U.S. Treasury Notes due May 15, 2005 as of the Price Determination Date. ILLUSTRATIVE EXAMPLE AND FORMULAS Schedule A attached hereto sets forth formulas for determining the Old 2002 Debenture Exchange Price, the Old 2003 Debenture Exchange Price, the New Note Exchange Price and the exchange ratios of Old Debentures and New Notes. Hypothetical illustrations of the calculation of the Old 2002 Debenture Exchange Price, the Old 2003 Debenture Exchange Price and the New Note Exchange Price are set forth in Schedules B, C and D, respectively, attached hereto and are to be used solely for the purpose of obtaining an understanding of the calculation of the Old Debenture Exchange Prices and New Note Exchange Price based on hypothetical Benchmark Treasury Rates obtained at 3:00 p.m., New York City time, on May 18, 1998. The information in Schedules B, C and D is provided for illustrative purposes only. In the event of any discrepancy between the information in Schedules B, C and D and results obtained by the Company through the application of calculations described herein and outlined in such results will supersede the information in Schedules B, C and D. 15
CALCULATIONS; INFORMATION; PAYMENT The New Coupon on the New Notes will be equal to the Reference Yield of the New Notes rounded downward to the nearest 1/8th of one percent. The Reference Yield of the New Notes will equal (i) the 7 Year Benchmark Rate plus (ii) 50 basis points. The Benchmark Treasury Rate means the yield to maturity as calculated by the Financial Advisor in accordance with standard market practice based on the bid side price for the Benchmark Treasury Security, as of the Price Determination Date, as such bid side price is displayed on the Cantor Fitzgerald Securities Composite 3:00 P.M. Quotation Service for U.S. Government Securities (the 'Cantor Fitzgerald Quotation Service'). If any relevant price is not available on a timely basis on the Cantor Fitzgerald Quotation Service or is manifestly erroneous, the relevant price information may be obtained from such other quotation service as the Company and the Financial Advisor shall select in their reasonable discretion, the identity of which shall be disclosed by the Company and the Financial Advisor to exchanging holders. Although the Benchmark Treasury Yield will be determined based solely on the sources described above, information regarding the price of the Benchmark Treasury Security also may be found in The Wall Street Journal. Each holder exchanging Old Debentures for New Notes pursuant to accepted Exchange Offers will receive, in exchange for each $1,000 in principal amount of Old Debentures exchanged, New Notes in a principal amount (rounded to the nearest cent, with U.S. $0.005 to be taken as a full cent) equal to (a) U.S.$1,000 times (b) the Old Debenture Exchange Price divided by (c) the New Note Exchange Price; provided that New Notes will only be issued in denominations of $1,000 or integral multiples thereof. In addition, each holder exchanging Old Debentures for New Notes pursuant to accepted Exchange Offers will receive an amount equal to the decrease in the aggregate principal amount of New Notes issuable to such holder as a result of rounding such aggregate principal amount downward to the nearest $1,000. The New Note Exchange Price will be a price per $1,000 principal amount of New Notes (calculated as described in the next sentence and rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to result in a yield to maturity of the New Notes on the Exchange Date equal to the Reference Yield of the New Notes. Specifically, the New Note Exchange Price will be a price (rounded as described in the preceding sentence) equal to the value per $1,000 principal amount of New Notes, assuming the New Notes will be repaid on the maturity date thereof at the principal amount thereof plus accrued but unpaid interest thereon to, but excluding, such maturity date, of all remaining payments of principal thereof and interest thereon to be made through such maturity date, discounted to the Exchange Date (in accordance with standard market practice and in a manner consistent with the methodology set forth in Schedule A and consistent with the hypothetical calculations set forth in Schedule D, at a discount rate equal to the Reference Yield of the New Notes). The Old Debenture Exchange Price will be a price per $1,000 principal amount of Old Debentures (calculated as described in the next sentence and rounded to the nearest cent, with $0.005 to be taken as a full cent) intended to result in a yield to maturity of the Old Debentures on the Exchange Date equal to (i) the 5 Year Benchmark Rate plus (ii) either (a) the 2002 Fixed Spread or (b) the 2003 Fixed Spread, as the case may be. Specifically, the Old Debenture Exchange Price will be a price (rounded as described in the preceding sentence) equal to the value per $1,000 principal amount of Old Debenture, assuming the Old Debenture will be repaid on the maturity date thereof at the principal amount thereof plus accrued but unpaid interest thereon to, but excluding, such maturity date, of all remaining payments of principal thereof and interest thereon to be made through such maturity date, discounted to the Exchange Date (in accordance with standard market practice and in a manner consistent with the methodology set forth in Schedule A and consistent with the hypothetical calculations set forth in Schedules B (in the case of the Old 2002 Debentures) and C (in the case of the Old 2003 Debentures) at a discount rate equal to (i) the 5 Year Benchmark Rate plus (ii) either (a) the 2002 Fixed Spread or (b) the 2003 Fixed Spread, as the case may be). After the Price Determination Date, the New Coupon that will be received by a holder pursuant to the Exchange Offer will be known and holders will be able to ascertain the Old Debenture Exchange Prices, the New Note Exchange Price and the exchange ratio in the manner described above, unless the Exchange Offer is extended for a period longer than three business days. In the event the 16
Exchange Offer is extended for a period longer than three business days from the previously scheduled Expiration Date, then a new Price Determination Date, which would be two business days prior to the new Expiration Date, will be established. If the extension is for three business days or less, no new Price Determination Date will be established and the New Coupon, the Old Debenture Exchange Price, the New Note Exchange Price and the exchange ratio will remain as determined on the Price Determination Date prior to the extension of the Exchange Offer. As soon as practicable after the Price Determination Date, but in any event before 9:00 a.m., New York City time, on the following business day, the Company will publicly announce by press release to the Dow Jones News Service: the Benchmark Treasury Rates, the Reference Yield of the New Notes, the New Note Exchange Price and the Old Debenture Exchange Prices. During the term of the Exchange Offer, holders of the Old Debentures can obtain current information regarding the Benchmark Treasury Rates, the Reference Yield of the New Notes, the Old Debenture Exchange Prices, the New Note Exchange Price and other information regarding the terms of the Exchange Offer from the Financial Advisor at (800) 828-3182. In addition, the Company intends to publish information about the Exchange Offer, including the information described in the preceding paragraph when available, on the MCM 'CorporateWatch' Service on Telerate pages 41926-7 and on Bloomberg pages 7626-7. In the event any dispute arises with respect to the Benchmark Treasury Rates, the Reference Yield of the New Notes, the Old Debenture Exchange Prices, the New Note Exchange Price, the New Coupon or any quotation or calculation with respect to the Exchange Offer, the Company's determination shall be conclusive and binding absent manifest error. EXPIRATION DATE; EXTENSIONS; TERMINATION; AMENDMENTS The Exchange Offer will expire at 5:00 p.m., New York City time, on June 18, 1998, unless extended by the Company as provided herein. In the event that the Exchange Offer is extended, the term 'Expiration Date' with respect to such extended Exchange Offer shall mean the time and date on which the Exchange Offer, as so extended, shall expire. The Company expressly reserves the right, in its sole discretion, subject to applicable law, to (i) extend or terminate the Exchange Offer and not accept for exchange any tendered Old Debentures if (a) any of the conditions specified in ' -- Conditions to the Exchange Offer' are not satisfied or waived or (b) otherwise, (ii) waive any condition to the Exchange Offer and accept all Old Debentures tendered pursuant to the Exchange Offer, (iii) extend the Exchange Offer and retain all the Old Debentures tendered pursuant to the Exchange Offer until the expiration of the Exchange Offer, subject, however, to the withdrawal rights of holders as provided in, ' -- Withdrawal Rights', (iv) amend the terms of the Exchange Offer and (v) modify the form of the consideration to be provided pursuant to the Exchange Offer. Any extension, termination or amendment will be followed as promptly as practicable by a public announcement and notification to the Exchange Agent. In the case of any extension, a public announcement will be issued prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which the Company may choose to make any public announcement, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by release to the Dow Jones News Service or otherwise as required by law. In the event of any extension of the Exchange Offer, all Old Debentures tendered pursuant to the Exchange Offer and not subsequently withdrawn, will remain subject to, and holders will continue to have withdrawal rights until the expiration of, the Exchange Offer. EFFECT OF TENDER A tendering holder of Old Debentures that are exchanged in the Exchange Offer will not be obligated to pay transfer taxes or any fees or commissions with respect to the acquisition of their Old Debentures by the Company pursuant to the Exchange Offer. See Instruction 7 of the accompanying 17
Letter of Transmittal. However, if the beneficial owner tenders through a Custodian, such beneficial owner may be required to pay fees or commissions to such institution. ACCEPTANCE OF OLD DEBENTURES TENDERED FOR EXCHANGE; DELIVERY OF NEW NOTES Upon the terms and subject to the conditions of the Exchange Offer, the Company will exchange Old Debentures by accepting such Old Debentures for exchange and in consideration therefor will issue a principal amount of New Notes as determined in accordance with the terms of the Exchange Offer. New Notes will be delivered on the Exchange Date. The Exchange Agent will act as agent for the tendering holders for the purpose of receiving Old 2002 Debentures and delivering New Notes to such holders. In all cases, Old 2002 Debentures will be accepted for exchange pursuant to the Exchange Offer only after timely receipt by the Exchange Agent of certificates representing Old Debentures (or confirmation of a book-entry transfer), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof or satisfaction of DTC's ATOP procedures) and any other documents required thereby. The Old 2003 Debentures are held in book-entry form through DTC. Beneficial owners of Old 2003 Debentures must contact the broker, dealer, commercial bank, trust company or other nominee, any of which may be a DTC participant ('Custodian'), through whom such Old 2003 Debentures are held and direct such Custodian to tender such Old 2003 Debentures pursuant to the Exchange Offer. New Notes will be delivered only in book-entry form through DTC and only to the DTC account of the tendering holder or the tendering holder's Custodian. Accordingly, a holder who tenders Old Debentures must specify on the Letter of Transmittal the DTC participant to which New Notes should be delivered and all necessary account information to effect such delivery. Failure to provide such information will render such holder's tender defective and the Company will have the right, which it may waive, to reject such tender. The Company and the Exchange Agent shall not incur any liability for delivering New Notes in accordance with any instructions provided by a tendering holder. The Company will be deemed to have accepted for exchange (and thereby to have acquired) tendered Old Debentures as, if and when the Company gives oral (promptly confirmed in writing) or written notice to the Exchange Agent of the Company's acceptance of such Old Debentures for exchange. Old Debentures accepted for exchange by the Company will be canceled. If Old 2002 Debentures in a principal amount in excess of the principal amount indicated as being tendered on the Letter of Transmittal are submitted, an Old 2002 Debenture in principal amount equal to the excess principal amount over the amount indicated as tendered in the Letter of Transmittal will be issued to the tendering holder, at the Company's expense, in the same form in which such security was tendered, as promptly as practicable following the expiration or termination of the Exchange Offer. If any tendered Old 2002 Debentures are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth herein or otherwise, such Old 2002 Debentures will be returned, at the Company's expense, to the tendering holder thereof, as promptly as practicable following the expiration or termination of the Exchange Offer. If any tendered Old 2003 Debentures are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth herein or otherwise, such Old 2003 Debentures will remain beneficially held by the tendering holder or beneficial owner thereof. PROCEDURES FOR TENDERING OLD DEBENTURES Minimum Denominations. A holder may tender less than all Old Debentures held by such holder. However, Old Debentures may be tendered only in denominations of $1,000 or an integral multiple thereof. Tender of Old Debentures Held in Physical Form. To tender Old 2002 Debentures held in physical form, a holder must (i) complete (including the required information regarding delivery of New Notes through DTC) and sign the appropriate Letter of Transmittal in accordance with the instructions set forth therein and (ii) deliver the properly completed and executed Letter of Transmittal, together with any other documents required by the Letter of Transmittal, and the Old 2002 Debentures in physical 18
form to the Exchange Agent at the address set forth under 'Available Information' prior to the Expiration Date. Tender of Old Debentures Held Through a Custodian. To tender Old Debentures held by a Custodian, the beneficial owner of the Old Debentures must contact the Custodian and direct the Custodian to tender such Old Debentures in accordance with the procedures set forth herein and in the appropriate Letter of Transmittal. The Exchange Agent and DTC have confirmed that the Exchange Offer is eligible for ATOP. Accordingly, DTC participants may electronically transmit their acceptance of the Exchange Offer by causing DTC to transfer Old Debentures to the Exchange Agent in accordance with DTC's ATOP procedures for such a transfer. DTC will then send an Agent's Message to the Exchange Agent. The term 'Agent's Message' means a message transmitted by DTC, received by the Exchange Agent and forming part of a Book-Entry Confirmation (as defined herein), which states that DTC has received an express acknowledgment from the DTC participant tendering Old Debentures which are the subject of such Book-Entry Confirmation, that such DTC participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such DTC participant. In the case of an Agent's Message relating to a guaranteed delivery, the term means a message transmitted by DTC and received by the Exchange Agent, which states that DTC has received an express acknowledgment from the DTC participant tendering Old Debentures that such DTC participant has received and agrees to be bound by the Notice of Guaranteed Delivery (as described below). Holders desiring to tender Old Debentures on the Expiration Date should note that such holders must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on that date. If the Custodian holds Old Debentures in physical form, the Custodian must follow the procedure set forth above under ' -- Procedures for Tendering Old Debentures -- Tender of Old Debentures Held in Physical Form'. If the Custodian holds Old Debentures in book-entry form through DTC (the 'Book-Entry Transfer Facility'), to tender such Old Debentures the Custodian must (i) effect a book-entry transfer (a 'Book-Entry Confirmation') of all Old Debentures to be tendered to the Exchange Agent's account at such Book-Entry Transfer Facility prior to the Expiration Date or (ii) complete (including the required information regarding delivery of New Notes through DTC) and sign the appropriate Letter of Transmittal in accordance with the instructions set forth therein and deliver the properly completed and executed Letter of Transmittal, together with any other documents required by the Letter of Transmittal, to the Exchange Agent at the address set forth under 'Available Information' prior to the Expiration Date. Book-Entry Delivery Procedures. The Exchange Agent will establish promptly an account with respect to the Old Debentures at the Book-Entry Transfer Facility for purposes of the Exchange Offer. Any financial institution that is a participant in the Book-Entry Transfer Facility may make a book-entry delivery of Old Debentures by causing the Book-Entry Transfer Facility to transfer Old Debentures to the Exchange Agent's account. DELIVERY OF A LETTER OF TRANSMITTAL TO A BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT. Any holder whose Old 2002 Debentures have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for arranging for indemnification with The Chase Manhattan Bank, as Trustee for the Old Debentures. Holders may contact the Information Agent for assistance with such matters. IN ORDER FOR A TENDERING HOLDER TO BE ASSURED OF PARTICIPATING IN THE EXCHANGE OFFER, SUCH HOLDER MUST TENDER OLD DEBENTURES IN ACCORDANCE WITH THE PROCEDURES SET FORTH HEREIN AND IN THE APPROPRIATE LETTER OF TRANSMITTAL PRIOR TO THE EXPIRATION DATE. THE METHOD OF DELIVERY OF OLD DEBENTURES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED AND ENOUGH TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. 19
Letters of Transmittal and Old Debentures must be sent only to the Exchange Agent. Do not send Letters of Transmittal or Old Debentures to the Company, the Trustee, the Information Agent or the Financial Advisor. GUARANTEED DELIVERY PROCEDURES If a holder of Old Debentures wishes to tender such Old Debentures and time will not permit such holder's Old Debentures or other required documents to reach the Exchange Agent prior to the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if (i) the tender is made through an Eligible Institution (as such term is defined in the Letter of Transmittal), (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent receives from such Eligible Institution a properly completed and duly executed appropriate Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail, hand delivery or by Agent's Message), setting forth the name and address of the holder of Old Debentures and the amount of Old Debentures tendered, stating that the tender is being made thereby and guaranteeing that within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old 2002 Debentures, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof or Agent's Message in lieu thereof) with any required signature guarantees and any other documents required by the Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Old 2002 Debentures, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees, and any other documents required by the Letter of Transmittal are deposited by the Eligible Institution within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery. PROPER EXECUTION AND DELIVERY OF LETTER OF TRANSMITTAL In general, all signatures on a Letter of Transmittal or a notice of withdrawal must be guaranteed by an Eligible Institution; however, such signatures need not be guaranteed if (a) the appropriate Letter of Transmittal is signed by the holder of the Old Debenture tendered thereby or by a participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the holder of the Old Debenture tendered thereby and such holder has not completed the portion entitled 'Special Delivery Instructions' on the Letter of Transmittal, or (b) such Old Debenture tendered is for the account of an Eligible Institution. If the appropriate Letter of Transmittal is signed by the holder of the Old Debenture tendered thereby or a participant in a Book-Entry Transfer Facility whose name appears on a security position listing with respect to the Old Debenture tendered thereby, the signature must correspond with the name as written on the face of the Old Debenture or on the security position listing, respectively, without any change whatsoever. If any of the Old Debentures tendered thereby are held by two or more holders, all such holders must sign the appropriate Letter of Transmittal. If any of the Old Debentures tendered thereby are registered in different names on different Old Debentures, it will be necessary to complete, sign and submit as many separate appropriate Letters of Transmittal as there are different registrations. If the appropriate Letter of Transmittal is signed by a person other than the holder of the Old Debenture tendered thereby or a participant in a Book-Entry Transfer Facility whose name appears on a security position listing with respect to the Old Debenture tendered thereby, the Old Debenture must be endorsed or accompanied by appropriate instruments of transfer, in either case, signed exactly as the name of the holder appears on the face of the Old Debenture or on the security position listing with respect to such tendered Old Debenture. If the appropriate Letter of Transmittal or any Old Debenture, proxy or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing, and proper evidence satisfactory to the Exchange Agent of the authority of such person so to act must be submitted. 20
New Notes will be delivered only in book-entry form through DTC and only to the DTC account of the holder or the holder's Custodian. If Old 2002 Debentures not tendered or not exchanged are to be delivered to a person other than the holder of the Old 2002 Debentures tendered, or to an address other than that of the holder of the Old 2002 Debentures tendered, such holder should indicate in the portion of the appropriate Letter of Transmittal entitled 'Special Delivery Instructions' the person and/or address to which such Old 2002 Debentures are to be delivered. If Old 2002 Debentures not tendered or not exchanged are to be issued to a person other than the holder of the Old 2002 Debentures tendered (i) the employer identification or social security number of the person to whom issuance is to be made must be indicated on the appropriate Letter of Transmittal and (ii) Old 2002 Debentures must be endorsed or accompanied by appropriate instruments of transfer, signed exactly as the name of the holder appears on the face of the Old 2002 Debentures or the security position listing with respect thereto, with the signature on the certificates or instruments of transfer guaranteed by an Eligible Institution. If no such instructions are given, any Old 2002 Debentures not tendered or exchanged will be delivered to the holder of the Old 2002 Debentures tendered. Because New Notes will be delivered only in book-entry form through DTC, a holder who tenders Old Debentures must specify on the appropriate Letter of Transmittal the DTC participant to which New Debentures should be delivered and all necessary account information to effect such delivery. Such DTC participant must be either the holder or a Custodian for the holder. Failure to provide such information will render such holder's tender defective and the Company will have the right, which it may waive, to reject such tender. Holders who anticipate tendering other than through DTC are urged to contact promptly a Custodian that has the capability to hold securities through DTC to arrange for receipt of any New Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to complete the account information table in the appropriate Letter of Transmittal. No alternative, conditional, irregular or contingent tenders will be accepted. By executing the appropriate Letter of Transmittal, the holder of Old Debentures waives any right to receive any notice of the acceptance for exchange of such holder's Old Debentures, except as otherwise provided herein. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tendered Old Debentures will be determined by the Company, whose determination shall be conclusive and binding. The Company reserves the absolute right to reject any or all tenders that are not in proper form or the acceptance of which may be, in the opinion of counsel for the Company, unlawful. The Company also reserves the absolute right to waive any condition of the Exchange Offer as set forth under ' -- Conditions to the Exchange Offer' and any irregularities or conditions of tender as to particular Old Debentures. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in the Letters of Transmittal) shall be conclusive and binding. Unless waived, any irregularities in connection with tenders must be cured within such time as the Company may determine. The Company, the Exchange Agent and the Information Agent shall not be under any duty to give notification of defects in such tenders and shall not incur liability for any failure to give such notification. Tenders of Old Debentures will not be deemed to have been made until such irregularities have been cured or waived. Any Old Debentures received by the Exchange Agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the Exchange Agent to the holder, unless otherwise provided in the appropriate Letter of Transmittal, as soon as practicable following the Expiration Date. CONDITIONS TO THE EXCHANGE OFFER Notwithstanding any other provisions of the Exchange Offer or any extension of the Exchange Offer, the Company will not be required to issue New Notes and may terminate the Exchange Offer by oral (promptly confirmed in writing) or written notice to the Exchange Agent, or, at its option, modify or otherwise amend the Exchange Offer with respect to such Old Debentures, if any of the following conditions has not been satisfied, on or prior to the Expiration Date: (a) there shall not have been any action taken or threatened, or any statute, rule, regulation, judgment, order, stay, decree or injunction promulgated, enacted, entered, enforced by or before any court or governmental regulatory or administrative agency or authority or tribunal, domestic or 21
foreign, which (i) challenges the making of the Exchange Offer or the exchange of Old Debentures for New Notes pursuant to the Exchange Offer (the 'Exchange'), or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of the Exchange Offer or the Exchange, or might otherwise adversely affect in any material manner the Exchange Offer or the Exchange or (ii) in the sole judgment of the Company, could materially adversely affect the business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects of the Company and its subsidiaries, taken as a whole, or materially impair the contemplated benefits of the Exchange Offer or the Exchange to the Company or might be material to holders of Old Debentures in deciding whether to accept the Exchange Offer; (b) there shall not have occurred or be likely to occur any event (i) affecting the business condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects of the Company that, in the sole judgment of the Company, would or might prohibit, prevent, restrict or delay consummation of the Exchange Offer or the Exchange (ii) that in the sole judgment of the Company will, or is reasonably likely to, materially impact the contemplated benefits, including economic benefits or accounting treatment, of the Exchange Offer or the Exchange to the Company or (iii) that might be material to holders of Old Debentures in deciding whether to accept the Exchange Offer; (c) there shall not have occurred (i) any general suspension of or limitation on trading in securities on the NYSE or in the over-the-counter market (whether or not mandatory), (ii) any material adverse change in the price of the Old Debentures, (iii) a material impairment in the general trading market for debt securities, (iv) a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the United States (whether or not mandatory), (v) a commencement or escalation of a war, armed hostilities or other national or international crisis directly or indirectly relating to the United States, (vi) any limitation (whether or not mandatory) by any governmental authority on, or other event having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in the United States, or (vii) any material adverse change in United States securities or financial markets generally, or in the case of any of the foregoing existing at the time of the commencement of the Exchange Offer, a material acceleration or worsening thereof; (d) the Trustee shall not have objected in any respect to, or taken any action that could in the sole judgment of the Company adversely affect the consummation of, the Exchange Offer or the Exchange nor shall the Trustee have taken any action that challenges the validity or effectiveness of the procedures used by the Company in making the Exchange Offer or the Exchange; (e) there shall not have occurred, been proposed or been announced any tender or exchange offer with respect to any class of the Company's equity securities, or any merger, acquisition, business combination or other similar transaction with or involving the Company or any subsidiary thereof; (f) there shall not have occurred any change in the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries taken as a whole (including, without limitation, any downgrade in the credit ratings of any securities of the Company or any of its subsidiaries by Moody's or S&P or any announcement by Moody's or S&P that it has placed any such rating under surveillance or review with possible negative implications), which, in the sole judgment of the Company, is or may be materially adverse to the Company; and (g) (i) no person, entity or 'group' (as that term is used in Section 13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of the Company's outstanding common stock, (ii) no group shall have been formed which beneficially owns more than 5% of the Company's outstanding common stock and (iii) no person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, or made a public announcement reflecting an intent to acquire the Company or any of its subsidiaries or any of their respective assets or securities. If any of the foregoing conditions is not satisfied, the Company may (i) terminate the Exchange Offer and return such Old Debentures to the holders who tendered them, (ii) extend the Exchange 22
Offer and retain all tendered Old Debentures until the expiration of the Exchange Offer, as extended, subject, however, to the withdrawal rights of holders, see ' -- Withdrawal Rights' and ' -- Expiration Date; Extensions; Termination; Amendments', or (iii) waive any of the conditions with respect to the Exchange Offer and accept all Old Debentures tendered therein. The foregoing conditions are for the sole benefit of the Company and may be waived by the Company, in whole or in part, in its sole discretion. Any determination made by the Company concerning an event, development or circumstance described or referred to above shall be conclusive and binding. In addition, the Company reserves the right, in its sole discretion, to purchase or make offers for any Old Debentures that remain outstanding subsequent to the completion or termination of the Exchange Offer. The terms of any such purchase or offer could differ from the terms of the Exchange Offer. WITHDRAWAL RIGHTS Tendered Old Debentures may be withdrawn by the holder prior to the Expiration Date. A holder of Old 2002 Debentures who tendered Old Debentures in physical form may withdraw the Old 2002 Debentures tendered by providing a written notice of withdrawal (or manually signed facsimile thereof) to the Exchange Agent, at its address set forth under 'Available Information', prior to the Expiration Date, which notice must contain: (i) the name of the person who tendered the Old 2002 Debentures; (ii) a description of the Old 2002 Debentures to be withdrawn; (iii) the certificate number or numbers shown on the particular certificate or certificates evidencing such Old 2002 Debentures; (iv) the aggregate principal amount represented by such Old 2002 Debentures; (v) the signature of the holder of such Old 2002 Debentures executed in the same manner as the original signature on the Letter of Transmittal (including a signature guarantee, if such original signature was guaranteed); and (vi) if such Old 2002 Debentures are owned by a new beneficial owner, evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of the Old 2002 Debentures. If a beneficial owner of Old Debentures tendered through a Custodian wishes to withdraw the Old Debentures tendered, such beneficial owner must contact the Custodian and direct the Custodian to withdraw such Old Debentures in accordance with the following procedures. In order to withdraw such Old Debentures the Custodian must provide a written notice of withdrawal (or manually signed facsimile thereof) to the Exchange Agent, at its address set forth under 'Available Information', prior to the Expiration Date, which notice must contain: (i) the name of the person who tendered the Old Debentures; (ii) a description of the Old Debentures to be withdrawn; (iii) the certificate number or numbers shown on the particular certificate or certificates evidencing such Old 2002 Debentures (if Old 2002 Debentures were tendered in physical form); (iv) the aggregate principal amount represented by such Old Debentures; and (v) if such Old Debentures are owned by a new beneficial owner, evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of the Old Debentures. If the Old Debentures were tendered by book-entry transfer, the Custodian also must debit the Exchange Agent's account at the Book-Entry Transfer Facility through which the tender was made of all Old Debentures to be withdrawn. A PURPORTED NOTICE OF WITHDRAWAL WHICH LACKS ANY OF THE REQUIRED INFORMATION WILL NOT BE AN EFFECTIVE WITHDRAWAL OF A TENDER PREVIOUSLY MADE. TENDERS MAY NOT BE WITHDRAWN AFTER THE EXPIRATION DATE. Holders who have tendered in the Exchange Offer will continue to have withdrawal rights following any extension of the Expiration Date. Any permitted withdrawals of tenders of Old Debentures may not be rescinded, and any Old Debentures so withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer and the holder thereof will be deemed to have rejected the Exchange Offer. However, withdrawn Old Debentures may be re-tendered prior to the Expiration Date by following the procedures for tendering described above. All questions as to the validity (including time of receipt) of notices of withdrawal will be determined by the Company, whose determination will be conclusive and binding. None of the Company, the 23
Exchange Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. TRANSFER TAXES The Company will pay all transfer taxes, if any, applicable to the transfer and acquisition of Old Debentures pursuant to the Exchange Offer. If, however, substitute Old Debentures for amounts not tendered or not exchanged are to be delivered to, or are to be registered in the name of, any person other than the holder of Old Debentures tendered, or if tendered Old Debentures are registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer to or acquisition by the Company of Old Debentures pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the holder or any other persons) shall be payable by the holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the appropriate Letter of Transmittal, the amount of such transfer taxes will be billed directly to such holder and/or withheld from any payments due with respect to the Old Debentures tendered by such holder. FINANCIAL ADVISOR The Company has engaged Goldman, Sachs & Co. to act as Financial Advisor in connection with the Exchange Offer. Any holder who has questions concerning the terms of the Exchange Offer or who would like current information regarding the Benchmark Treasury Rates, the Reference Yield of the New Notes, the Old Debenture Exchange Price, the New Note Exchange Price or the New Coupon may contact the Financial Advisor at (800) 828-3182 or at the address set forth under 'Available Information'. The Company has agreed to pay the Financial Advisor a financial advisory fee for its services and to reimburse the Financial Advisor for its reasonable out-of-pocket expenses, including reasonable fees and expenses of legal counsel, and the Company has agreed to indemnify the Financial Advisor against certain liabilities, including certain liabilities under the federal securities laws, in connection with the Exchange Offer. In the past, the Financial Advisor has provided other investment banking and financial advisory services to the Company. EXCHANGE AGENT The Chase Manhattan Bank has been appointed Exchange Agent for the Exchange Offer. The Company will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. Letters of Transmittal and all correspondence in connection with the Exchange Offer must be sent or delivered to the Exchange Agent at the address set forth under 'Available Information'. INFORMATION AGENT Georgeson & Company Inc. has been appointed Information Agent for the Exchange Offer. The Company will pay the Information Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. Any questions concerning the tender procedures or requests for assistance or additional copies of this Offering Circular or the Letters of Transmittal may be directed to the Information Agent at the address and telephone number set forth under 'Available Information'. Holders of Old Debentures may also contact the Financial Advisor or their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. 24
DESCRIPTION OF NEW NOTES The following summary of certain provisions of the New Notes and the Indenture does not purport to be complete and is subject, and is qualified in its entirety by reference, to all the provisions of the New Notes and the Indenture, including the definitions therein of certain terms. GENERAL The New Notes will be issued under the Indenture dated as of October 1, 1985 between the Company and The Chase Manhattan Bank, as trustee, as supplemented by the First Supplemental Indenture dated as of February 1, 1991 (the 'First Supplemental Indenture' and as the Second Supplemental Indenture (the 'Second Supplemental Indenture') dated as of November 1, 1997 (as so supplemented, the 'Indenture'). The following statements with respect to the New Notes are subject to the detailed provisions of the Indenture. Whenever any particular provision of the Indenture or any term used therein is referred to, such provision or term is incorporated by reference as a part of the statement in connection with which such reference is made, and the statement in connection with which such reference is made is qualified in its entirety by such reference. The New Notes will be unsecured obligations of the Company and will mature on July 1, 2005. The New Notes are not subject to redemption prior to maturity. The New Notes will bear interest from the Exchange Date (i.e. June 25, 1998, unless the Expiration Date is extended) at the New Coupon, payable on January 1 and July 1 of each year, commencing July 1, 1998, to the person in whose name the New Note was registered at the close of business on the preceding December 15 and June 15, respectively, subject to certain exceptions. In addition, interest payable on the New Notes for the July 1, 1998 interest payment date will be payable to holders of record on the Exchange Date. The Company does not intend to apply for listing of the New Notes on the NYSE or any other exchange. The Old Debentures were issued under the same Indenture as the New Notes will be issued under, except that the Second Supplemental Indenture did not apply to the Old Debentures and the First Supplemental Indenture did not apply to the Old 2002 Debentures. See ' -- Other Provisions'. BOOK-ENTRY, DELIVERY AND FORM The New Notes will be issued in the form of one or more fully registered Global Notes. The Global Notes will be deposited with, or on behalf of DTC and registered in the name of Cede & Co., DTC's nominee. Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. DTC has advised as follows: It is a limited-purpose trust company which was created to hold securities for its participating organizations ('DTC participants') and to facilitate the clearance and settlement of securities transactions in such securities between DTC participants through electronic book-entry changes in accounts of DTC participants. DTC participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly ('indirect participants'). Persons who are not DTC participants may beneficially own securities held by DTC only through DTC participants or indirect participants. DTC advises that pursuant to procedures established by it (i) upon issuance of the New Notes by the Company, DTC will credit the accounts of DTC participants whose Old Debentures were exchanged pursuant to the Exchange Offer with the principal amount of the New Notes so exchanged, and (ii) ownership of beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC, the DTC participants and the indirect participants. The laws of some states require that certain persons take physical delivery in 25
definitive form of securities which they own. Consequently, the ability to transfer beneficial interests in the Global Notes is limited to such extent. So long as a nominee of DTC is the registered owner of the Global Notes, such nominee for all purposes will be considered the sole owner or holder of the New Notes under the Indenture. Except as provided below, owners of beneficial interests in the Global Notes will not be entitled to have New Notes registered in their names, will not receive or be entitled to receive physical delivery of New Notes in definitive form, and will not be considered the owners or holders thereof under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Principal and interest payments on the New Notes registered in the name of DTC's nominee will be made by the Trustee to DTC. Under the terms of the Indenture, the Company and the Trustee will treat the persons in whose names the New Notes are registered as the owners of such New Notes for the purpose of receiving payment of principal and interest on such New Notes and for all other purposes whatsoever. Therefore, neither the Company, the Trustee nor any Paying Agent has any direct responsibility or liability for the payment of principal or interest on the New Notes to owners of beneficial interests in the Global Notes. DTC has advised the Company and the Trustee that its present practice is, upon receipt of any payment of principal or interest, to immediately credit the accounts of the DTC participants with such payment in amounts proportionate to their respective holdings in principal amount of beneficial interests in the Global Notes as shown on the records of DTC. Payments by DTC participants and indirect participants to owners of beneficial interests in the Global Notes will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in 'street name', and will be the responsibility of the DTC participants or indirect participants. If DTC is at any time unwilling or unable to continue as depository and a successor depository is not appointed by the Company within 90 days, the Company will issue New Notes in definitive form in exchange for the Global Notes. In addition, the Company may at any time determine not to have the New Notes represented by Global Notes and, in such event, will issue New Notes in definitive form in exchange for the Global Notes. In either instance, an owner of a beneficial interest in the Global Notes will be entitled to have New Notes equal in principal amount to such beneficial interest registered in its name and will be entitled to physical delivery of such New Notes endorsed thereon in definitive form. New Notes so issued in definitive form will be issued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only, without coupons. SAME-DAY SETTLEMENT AND PAYMENT All payments of principal and interest on the New Notes will be made by the Company in immediately available funds. Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, the New Notes will trade in DTC's Same-Day Funds Settlement System until maturity, and secondary market trading activity in the New Notes will therefore be required by DTC to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the New Notes. OTHER PROVISIONS In general, provisions in the Indenture with respect to the Company's limitations on liens, merger and consolidation of the Company, events of default, defeasance and modification of the Indenture that apply to the Old Debentures also will apply to the New Notes; except that pursuant to the Second Supplemental Indenture (a) the New Notes will be subject to covenant defeasance and (b) the clause in the merger and consolidation covenant prohibiting a merger, consolidation or sale of substantially all of the Company's assets if, as a result, such assets would be encumbered without equally securing the outstanding debt under the old Indenture, has been eliminated. 26
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES The following discussion is a summary of certain U.S. Federal income tax consequences of the Exchange Offer to holders of Old Debentures and of the ownership and disposition of New Notes acquired pursuant to the Exchange Offer. This summary is based on the Internal Revenue Code of 1986, as amended (the 'Code'), existing and proposed Treasury Regulations, Internal Revenue Service ('IRS') rulings, official pronouncements and judicial decisions, all as of the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. This summary is applicable only to persons who hold Old Debentures (and who will hold New Notes) as capital assets. This summary does not discuss all the U.S. Federal income tax consequences that may be relevant to a holder of Old Debentures in light of the holder's particular circumstances. In particular, this summary does not address any special rules that may be applicable to insurance companies, tax-exempt persons, financial institutions, regulated investment companies, dealers in securities or currencies, pass-through entities, persons that hold Old Debentures or New Notes as part of an integrated investment (including a 'straddle') consisting of Old Debentures or New Notes and one or more other positions, foreign corporations, persons who are not citizens or residents of the United States, foreign estates, foreign trusts or persons whose functional currency is other than the United States dollar. In addition, this summary does not address any state or local tax considerations that may be relevant to a holder's decision to exchange Old Debentures for New Notes pursuant to the Exchange Offer. THE FOLLOWING IS NOT TAX ADVICE TO ANY HOLDER OF OLD DEBENTURES. ALL HOLDERS OF OLD DEBENTURES SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE UNITED STATES FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF THE EXCHANGE OF OLD DEBENTURES FOR NEW NOTES AND OF THE OWNERSHIP AND DISPOSTION OF NEW NOTES RECEIVED IN THE EXCHANGE OFFER IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES. EXCHANGE OF OLD DEBENTURES FOR NEW NOTES Assuming the Old Debentures and New Notes represent 'securities' for U.S. Federal income tax purposes (as discussed below), an exchange of Old Debentures for New Notes pursuant to the Exchange Offer (an 'Exchange') will constitute a recapitalization under section 368(a)(1)(E) of the Code. In a recapitalization, no loss may be recognized, and gain, if any, is generally recognized only to the extent of 'boot' (which term does not include amounts attributable to accrued but unpaid interest) that is received in the recapitalization. In the case of the Exchange Offer, (i) the amount of money received in lieu of a fractional New Note and (ii) the fair market value of any excess of the principal amount of the New Notes received over the principal amount of the Old Debentures (the 'Excess Principal Amount') surrendered will constitute 'boot'. Any gain recognized will generally be treated as capital gain, but may be subject to ordinary income treatment if the holder acquired the Old Debenture at a market discount, as discussed below. In addition, a cash-basis holder of Old Debentures who exchanges an Old Debenture for a New Note may be required to recognize as interest income received on the Exchange Date (rather than when paid) an amount attributable to interest accrued on such Old Debenture from June 1, 1998 (in the case of an Old 2002 Debenture) and February 15, 1998 (in the case of an Old 2003 Debenture) through the Exchange Date. If the exchange of Old Debentures for New Notes qualifies as a recapitalization, a holder who acquires New Notes will have (i) a fair market value tax basis in a portion of the New Notes corresponding to the Excess Principal Amount; and (ii) a tax basis in the remainder of the New Notes equal to the holder's adjusted tax basis in the Old Debentures surrendered in the exchange, decreased by the amount of 'boot' (including the fair market value of the Excess Principal Amount) received and increased by the amount of gain, if any, recognized as a result of the receipt of such 'boot'. The holding period of that portion of the New Notes corresponding to the Excess Principal Amount will commence on the day following the Exchange Date and the holding period of the remainder of the New Notes will include the period during which the holder held the Old Debentures. Whether an Exchange will constitute a recapitalization under section 368(a)(1)(E) of the Code as described above will depend, in part, on whether both the Old Debentures and the New Notes are 27
'securities' for U.S. Federal income tax purposes. Although the treatment of the New Notes is not entirely certain because, among other things, their stated term is less than ten years, the Company believes that both the Old Debentures and the New Notes should be treated as 'securities' for U.S. Federal income tax purposes and that an Exchange should constitute a recapitalization within the meaning of section 368(a)(1)(E) of the Code. Some holders of Old Debentures may have acquired them at a 'market discount'. For this purpose, 'market discount' is the excess (if any) of the principal amount over the holder's acquisition price, subject to a statutory de minimis exception. Gain recognized on the exchange of such Old Debentures for New Notes (as discussed above) will be treated as ordinary income to the extent of the portion of such market discount which has accrued from the acquisition date of such Old Debentures to the Exchange Date. In addition, any unrecognized accrued market discount on such Old Debentures will carry over to the New Notes, and any unaccrued market discount on such Old Debentures will carry over to the New Notes and will accrue over the term of the New Notes. If an Exchange of Old Debentures for New Notes is not a recapitalization, a holder would have a taxable event for purposes of U.S. Federal income taxation, and must recognize capital gain or loss equal to the difference between (i) if the New Notes are traded on an established market, the fair market value of the New Notes on the Exchange Date plus any cash received in lieu of a fractional New Note (or, if the New Notes are not traded on an established market, then the fair market value of the Old Debentures) and (ii) the holder's tax basis of the Old Debentures surrendered. Any gain may be subject to ordinary income treatment if the holder acquired the Old Debentures at a market discount. NEW NOTES Stated Interest on New Notes. In general, interest at the New Coupon from and after the Exchange Date will be ordinary income, taxable when accrued, in the case of a holder utilizing the accrual method of accounting, or when received, in the case of a holder utilizing the cash method of accounting. Bond Premium. If a holder's tax basis in New Notes immediately after the Exchange (determined in the manner discussed above) exceeds the principal amount of such New Notes, such excess will constitute amortizable bond premium which the holder may elect to amortize under a constant yield method under section 171 of the Code. A holder that elects to amortize bond premium must reduce the tax basis in the New Notes by the amount so amortized. The amortizable bond premium will be treated as an offset to interest income rather than as a separate deduction item. An election to amortize bond premium under section 171 of the Code by a holder will apply to all obligations owned or acquired by the holder in the current and all subsequent taxable years and may not be revoked without the permission of the IRS. If an election to amortize bond premium is not made, a holder must include the full amount of each interest payment in income in accordance with its regular method of accounting and will receive a tax benefit from the premium only in computing gain or loss upon the redemption, sale or other disposition of the New Notes. Sale of the New Notes. In general, upon a sale, or other disposition of the New Notes, a holder will recognize gain or loss equal to the difference between (i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest which will be taxable as such) and (ii) the holder's tax basis in the New Notes. Such gain or loss will generally be capital gain or loss (subject to the market discount rules.) BACKUP WITHHOLDING A holder of New Notes may be subject to backup withholding at a rate of 31 percent with respect to interest paid or the proceeds of a redemption, sale or other disposition of the New Notes, unless the holder provides its taxpayer identification number and certain required certifications to the payor or otherwise establishes an exemption. Any amounts so withheld would be allowed as a credit against the holder's U.S. Federal income tax liability. 28
PLAN OF DISTRIBUTION The Company will exchange New Notes for Old Debentures. Accordingly, the Company will not receive any proceeds from the exchange of New Notes for Old Debentures. Based on an interpretation by the staff of the Division of Corporation Finance of the Commission, the Company believes that the New Notes issued pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by any holder thereof without compliance with the registration requirements of the Securities Act. The Company has not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Company's information and belief, each person participating in the Exchange Offer is acquiring the New Notes in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes. The Company has agreed to pay all expenses incident to the Exchange Offer (other than commissions or concessions of any brokers or dealers). VALIDITY OF NEW NOTES The validity of the New Notes will be passed upon for the Company by J. Edward Smith, Senior Counsel, Corporate and Finance, of the Company. INDEPENDENT ACCOUNTANTS The consolidated financial statements of the Company included in the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 1997, have been audited by Price Waterhouse LLP, independent accountants, as set forth in their report dated January 28, 1998 accompanying such financial statements. With respect to the unaudited consolidated financial information of the Company for the three month periods ended March 31, 1998 and 1997, incorporated by reference in this Offering Circular, Price Waterhouse reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated April 22, 1998 incorporated by reference herein, states that they did not audit and they did not express an opinion on that unaudited financial information. Price Waterhouse has not carried out any significant or additional tests beyond those which would have been necessary if their report had not been included. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. 29
SCHEDULE A FORMULA TO DETERMINE OLD 2002 DEBENTURE EXCHANGE PRICE R = $1,000 (the redemption price per $1,000 principal amount of 9 7/8% Debentures Due June 1, 2002). YLD = The yield to the maturity date of the Old 2002 Debenture equal to the sum of the 5 Year Benchmark Rate at the Price Determination Date and the 2002 Fixed Spread, expressed as a decimal number. N = The number of regular semi-annual interest payments from (but excluding) the Exchange Date to (and including) the Maturity Date. S = The number of days from and including the most recent date to which interest has been paid to (but excluding) the Exchange Date. The number of days is computed using the 30/360 day count method. CPN = 0.09875 (the nominal rate of interest payment on the Old 2002 Debentures expressed as a decimal number). / = Divide. The term immediately to the left of the division symbol is divided by the term immediately to the right of the division symbol before any other addition or subtraction operations are performed. exp = Exponentiate. The term to the left of the exponentiation symbol is raised to the power indicated by the term to the right of the exponentiation symbol. N [S] K=1 = Summate. The term to the right of the summation symbol is separately calculated 'N' times (substituting for the 'K' in that term each whole number between 1 and N, inclusive), and the separate calculations are then added together. PRICE = The Old 2002 Debenture Exchange Price. PRICE = R (1+YLD/2) exp (N - S/180) N + [S] 1,000 (CPN/2) - 1,000 (CPN/2)(S/180) K=1 (1+YLD/2) exp (K - S/180) A-1
FORMULA TO DETERMINE OLD 2003 DEBENTURE EXCHANGE PRICE R = $1,000 (the redemption price per $1,000 principal amount of 9.20% Debentures Due February 15, 2003). YLD = The yield to the maturity date of the Old 2003 Debenture equal to the sum of the 5 Year Benchmark Rate at the Price Determination Date and the 2003 Fixed Spread, expressed as a decimal number. N = The number of regular semi-annual interest payments from (but excluding) the Exchange Date to (and including) the Maturity Date. S = The number of days from and including the most recent date to which interest has been paid to, but excluding, the Exchange Date. The number of days is computed using the 30/360 day count method. CPN = 0.092 (the nominal rate of interest payment on the Old 2003 Debentures expressed as a decimal number). / = Divide. The term immediately to the left of the division symbol is divided by the term immediately to the right of the division symbol before any other addition or subtraction operations are performed. exp = Exponentiate. The term to the left of the exponentiation symbol is raised to the power indicated by the term to the right of the exponentiation symbol. N [S] K=1 = Summate. The term to the right of the summation symbol is separately calculated 'N' times (substituting for the 'K' in that term each whole number between 1 and N, inclusive), and the separate calculations are then added together. PRICE = The Old 2003 Debenture Exchange Price. PRICE = R (1+YLD/2) exp (N - S/180) N + [S] 1,000 (CPN/2) - 1,000 (CPN/2)(S/180) K=1 (1+YLD/2) exp (K - S/180) A-2
FORMULA TO DETERMINE NEW NOTE EXCHANGE PRICE R = $1,000 (the redemption price per $1,000 principal amount of Notes Due July 1, 2005). YLD = The yield to the maturity date of the New Notes equal to the sum of the 7 Year Benchmark Rate at the Price Determination Date and the 2005 Fixed Spread, expressed as a decimal number. N = The number of regular semi-annual interest payments from (but excluding) the Exchange Date to (and including) the Maturity Date. S = The number of days from, and including January 1, 1998, to but excluding, the Exchange Date. The number of days is computed using the 30/360 day count method. CPN = The coupon rounded down in increments of 1/8 of 1% such that the New Bond Price is equal to or less than $1,000. / = Divide. The term immediately to the left of the division symbol is divided by the term immediately to the right of the division symbol before any other addition or subtraction operations are performed. exp = Exponentiate. The term to the left of the exponentiation symbol is raised to the power indicated by the term to the right of the exponentiation symbol. N [S] K=1 = Summate. The term to the right of the summation symbol is separately calculated 'N' times (substituting for the 'K' in that term each whole number between 1 and N, inclusive), and the separate calculations are then added together. PRICE = The New Note Exchange Price. PRICE = R (1+YLD/2) exp (N - S/180) N + [S] 1,000 (CPN/2) - 1,000 (CPN/2)(S/180) K=1 (1+YLD/2) exp (K - S/180) (1+YLD/2) exp (1 - S/180) FORMULA TO DETERMINE EXCHANGE RATIO OF OLD DEBENTURES AND NEW NOTES $1,000 x Old Debenture Exchange Price = Principal amount of New Notes to be issued for each $1,000 New Note Exchange Price principal amount of Old Debentures tendered. Any amounts not issued because of rounding downward to nearest $1,000 or integral multiple thereof will be paid in cash. A-3
SCHEDULE B Hypothetical Example for the Old 2002 Debenture Exchange Price This Schedule B provides a hypothetical illustration of the calculation of the Old 2002 Debenture Exchange Price based on hypothetical data, and should, therefore be used solely for the purpose of obtaining an understanding of the calculation of the Old 2002 Debenture Exchange Price, as quoted at a hypothetical 5 Year Benchmark Rate, and should not be used or relied upon for any other purpose. Example: Hypothetical Price Determination Date 3:00 p.m., New York City time, on May 18, 1998 Exchange Date June 25, 1998 Hypothetical 5 Year Benchmark Rate on the 5.625% Price Determination Date R $1,000 YLD 5.875% CPN 9.875% N 8 S 24 PRICE $1,138.59
SCHEDULE C Hypothetical Example for the Old 2003 Debenture Exchange Price This Schedule C provides a hypothetical illustration of the calculation of the Old 2003 Debenture Exchange Price based on hypothetical data, and should, therefore be used solely for the purpose of obtaining an understanding of the calculation of the Old 2003 Debenture Exchange Price, as quoted at a hypothetical 5 Year Benchmark Rate, and should not be used or relied upon for any other purpose. Example: Hypothetical Price Determination Date 3:00 p.m., New York City time, on May 18, 1998 Exchange Date June 25, 1998 Hypothetical 5 Year Benchmark Rate on the Price 5.625% Determination Date R $1,000 YLD 5.905% CPN 9.200% N 10 S 130 PRICE $1,131.88
SCHEDULE D Hypothetical Example for the New Note Exchange Price This Schedule D provides a hypothetical illustration of the calculation of the New Note Exchange Price based on hypothetical data, and should, therefore be used solely for the purpose of obtaining an understanding of the calculation of the New Note Exchange Price, as quoted at a hypothetical 7 Year Benchmark Rate, and should not be used or relied upon for any other purpose. Example: Hypothetical Price Determination Date 3:00 p.m., New York City time, on May 18, 1998 Exchange Date June 25, 1998 Hypothetical 7 Year Benchmark Rate on the 5.726% Price Determination Date R $1,000 YLD 6.226% CPN 6.125% N 15 S 174 PRICE $994.34 Hypothetical Example for the Exchange Ratio of Old Debentures and New Notes Old 2002 Debenture Exchange Price $1,138.59 New Note Exchange Price $994.34 Principal Amount of New Notes to be issued per $1,000 x $1,138.59 = $1,145.07 $1,000 principal amount of Old 2002 ---------------------- Debentures exchanged $994.34 Old 2003 Debenture Exchange Price $1,131.88 New Note Exchange Price $994.34 Principal Amount of New Notes to be issued per $1,000 x $1,131.88 = $1,138.32 $1,000 principal amount of Old 2003 ---------------------- Debentures exchanged $994.34
Exhibit T3E.2 -- Letter of Transmittal, dated as of May 20, 1998 for $250,000,000 9 7/8% Debentures due June 1, 2002: LETTER OF TRANSMITTAL TO TENDER FOR EXCHANGE 9 7/8% DEBENTURES DUE JUNE 1, 2002 FOR NOTES DUE JULY 1, 2005 OF ALLIEDSIGNAL INC. PURSUANT TO THE OFFERING CIRCULAR DATED MAY 20, 1998 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JUNE 18, 1998, UNLESS EXTENDED (THE 'EXPIRATION DATE'). PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS IF YOU DESIRE TO ACCEPT THE EXCHANGE OFFER, THIS LETTER OF TRANSMITTAL SHOULD BE COMPLETED, SIGNED, AND SUBMITTED TO THE EXCHANGE AGENT: THE CHASE MANHATTAN BANK By Fax: By Hand or Overnight Courier: By Mail: (214) 672-5932 c/o Chase Bank of Texas, N.A. c/o Chase Bank of Texas, N.A. Attention: Frank Ivins Corporate Trust Services Corporate Trust Services 1201 Main Street, 18th Floor P.O. Box 219052 Dallas, Texas 75202 Dallas, Texas 75221-9052 Attention: Frank Ivins Attention: Frank Ivins Phone: (214) 672-5678 ------------------------ DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. For any questions regarding this Letter of Transmittal or for any additional information you may contact the Exchange Agent. The undersigned hereby acknowledges receipt of the Offering Circular dated May 20, 1998 (as it may be supplemented and amended from time to time, the 'Offering Circular') of ALLIEDSIGNAL INC. (the 'Company'), and this Letter of Transmittal which together constitute the Company's offer (the 'Exchange Offer') to exchange its Notes Due July 1, 2005 (the 'New Notes'), in an amount to be determined as set forth below, for any and all of its $250,000,000 aggregate principal amount of issued and outstanding 9 7/8% Debentures Due June 1, 2002 (the 'Old Debentures') from the registered holders (individually, a 'Holder' and collectively, the 'Holders') thereof. Capitalized terms used but not defined herein have the meanings ascribed to them in the Offering Circular. For the New Notes, the per annum interest rate (the 'New Coupon') will be equal to the Reference Yield of the New Notes (as defined herein) rounded downward to the nearest 1/8th of one percent. The 'Reference Yield of the New Notes' will equal (i) the yield to maturity of the 6 1/2% U.S. Treasury Note due May 15, 2005 (the '7 Year Benchmark Rate') plus (ii) 50 basis points. Each holder exchanging Old Debentures for New Notes pursuant hereto will receive, in exchange for each $1,000 in aggregate principal amount of Old Debentures exchanged, New Notes in a principal amount (rounded to the nearest cent, with $0.005 to be taken as a full cent) equal to (a) $1,000 times (b) the Old Debenture Exchange Price divided by (c) the New Note Exchange Price; provided that New Notes will only be issued in denominations of $1,000 or integral multiples thereof. The undersigned hereby tenders the Old Debentures described in Box 1 below, upon the terms and subject to the conditions described in the Offering Circular and this Letter of Transmittal. The
undersigned is the Holder of all such Old Debentures and the undersigned represents that it has received from each beneficial owner of the tendered Old Debentures ('Beneficial Owners') valid instructions which authorize and instruct the undersigned to take the action described in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the tendered Old Debentures, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title, and interest in, to and under the tendered Old Debentures. Please issue the New Notes exchanged for tendered Old Debentures in the name(s) of the undersigned. If Old Debentures not tendered or not exchanged are to be delivered to a person other than to the Holder of the Old Debentures tendered or to an address other than that of the Holder of such Old Debentures, such Holder should so indicate in the section of this Letter of Transmittal entitled 'Special Delivery Instructions' below (see Box 2). The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney in fact of the undersigned with respect to the tendered Old Debentures, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the tendered Old Debentures to the Company or cause ownership of the tendered Old Debentures to be transferred to, or upon the order of, the Company, on the books of the registrar for the Old Debentures and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the New Notes to which the undersigned is entitled upon acceptance by the Company of the tendered Old Debentures pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered Old Debentures, all in accordance with the terms of the Exchange Offer. The undersigned understands that tenders of Old Debentures pursuant to the procedures described under the caption 'The Exchange Offer -- Procedures for Tendering Old Debentures' in the Offering Circular and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Offering Circular under the caption 'The Exchange Offer -- Withdrawal Rights.' All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned or any Beneficial Owner(s) hereunder shall be binding upon the heirs, representatives, successors, and assigns of the undersigned and such Beneficial Owner(s). The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign, and transfer the tendered Old Debentures and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances and adverse claims when the tendered Old Debentures are acquired by the Company as contemplated herein. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Company or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby. The undersigned hereby represents and warrants that the information set forth in Box 1 is true and correct. Holders of Old Debentures that are tendering by book-entry transfer to the Exchange Agent's account at DTC can execute the tender through the DTC Automated Tender Offer Program ('ATOP'), for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent's DTC account. DTC will then send an Agent's Message to the Exchange Agent for its acceptance. DTC participants may also accept the Exchange Offer prior to the Expiration Date by submitting a Notice of Guaranteed Delivery through ATOP. 2
PLEASE CHECK THE APPROPRIATE BOX [ ] CHECK HERE IF OLD DEBENTURES ARE BEING DELIVERED HEREWITH. [ ] CHECK HERE IF OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE 'USE OF GUARANTEED DELIVERY' BELOW (BOX 3). [ ] CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE 'USE OF BOOK-ENTRY TRANSFER' BELOW (BOX 4). [ ] CHECK HERE IF TENDERED OLD DEBENTURES ARE NOT BEING DELIVERED BY BOOK-ENTRY TRANSFER AND COMPLETE 'DTC PARTICIPANT INFORMATION' BELOW (BOX 5). PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE BOXES BOX 1 (ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY) DESCRIPTION OF OLD DEBENTURES TENDERED OLD DEBENTURES TENDERED (ATTACH ADDITIONAL SCHEDULE, IF NECESSARY) TOTAL PRINCIPAL NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL AMOUNT (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) NUMBER(S)* AMOUNT REPRESENTED OF OLD DEBENTURES APPEAR(S) ON OLD DEBENTURES) OF DEBENTURES BY CERTIFICATE(S) TENDERED** TOTAL * Need not be completed by persons tendering by book-entry transfer. ** Tenders may only be made in denominations of $1,000 or integral multiples thereof. Unless otherwise indicated in this column, the principal amount of all Old Debentures identified in this Box 1 or delivered to the Exchange Agent herewith shall be deemed tendered. See Instruction 4. 3
BOX 2 SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 5, 6 AND 7) To be completed ONLY if New Notes exchanged for Old Debentures and untendered Old Debentures are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown above. Mail any Old Debenture(s) not tendered hereby to: Name(s):_______________________________________________ (Please Print) Address:_______________________________________________ _______________________________________________________ _______________________________________________________ (include Zip Code) Tax Identification or Social Security No.:__________________________________ BOX 3 USE OF GUARANTEED DELIVERY (SEE INSTRUCTION 2) To be completed only if Old Debentures are being tendered by means of a Notice of Guaranteed Delivery. Name(s) of Holder(s):________________________________ Window Ticket No. (if any):__________________________ Date of Execution of Notice of Guaranteed Delivery:______________________________ Name of Eligible Institution that Guaranteed Delivery:____________________________ If Delivered by Book-Entry Transfer, complete the following: DTC Account Number:_________________________________ Transaction Code Number:____________________________ 4
BOX 4 USE OF BOOK-ENTRY TRANSFER (SEE INSTRUCTION 1) To be completed only if delivery of Old Debentures is to be made by book-entry transfer. Name of Tendering Institution:__________________________________________________ Name of DTC Participant:________________________________________________________ DTC Participant Number:_________________________________________________________ Transaction Code Number:________________________________________________________ BOX 5 DTC PARTICIPANT INFORMATION (SEE INSTRUCTION 1) To be completed to indicate how New Notes are to be delivered by book-entry transfer. Name of DTC Participant:________________________________________________________ DTC Participant Number:_________________________________________________________ 5
BOX 6 TENDERING HOLDER SIGNATURE (SEE INSTRUCTIONS 1 AND 5) IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 X_______________________________________________________________________________ X_______________________________________________________________________________ (Signature of Holder(s) or Authorized Signatory) Note: The above lines must be signed by the registered holder(s) of Old Debentures as their name(s) appear(s) therein or on the DTC security position listing with respect thereto or by the person(s) authorized to become registered holder(s) (evidence of such authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. See Instruction 5. Name(s):________________________________________________________________________ Capacity:_______________________________________________________________________ Address:________________________________________________________________________ (Zip Code) Area Code and Telephone Number:_________________________________________________ Tax Identification or Social Security Number:___________________________________ SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 5) Authorized Signature X__________________________________________________________ Name:___________________________________________________________________________ (please print) Title:__________________________________________________________________________ Name of Firm:___________________________________________________________________ (Must be an Eligible Institution as defined in Instruction 5) Address:________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Zip Code) Area Code and Telephone Number:_________________________________________________ Dated:__________________________________________________________________________ 6
PAYER'S NAME: THE CHASE MANHATTAN BANK Please fill out your name and address below: SUBSTITUTE _____________________________________________________________________________________________ FORM W-9 Name _____________________________________________________________________________________________ DEPARTMENT OF THE TREASURY Address (Number and street) INTERNAL REVENUE SERVICE _____________________________________________________________________________________________ City, State and Zip Code _____________________________________________________________________________________________ PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT _____________________________________ RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number OR___________________________________ Employer Identification Number PAYER'S REQUEST FOR PART 2 -- TAXPAYER IDENTIFICATION CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT: NUMBER (TIN) (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding; or (b) I have not been notified by the Internal Revenue Service (the 'IRS') that I am subject to backup withholding as a result of failure to report all interest and dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. PART 3 -- Awaiting TIN [ ] Exempt [ ] CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the applicable box in Part 3. SIGNATURE______________________________________________ DATE_________________________ NAME (Please Print)____________________________________________________________________ ADDRESS (Number and street)____________________________________________________________ City, State and Zip Code_______________________________________________________________ NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER AND THE SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE APPLICABLE BOX IN PART 3 OF SUBSTITUTE FORM W-9. 8 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payor by the time of payment, 31% of all reportable payments made to me will be withheld until I provide a number and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the IRS as backup withholding. SIGNATURE________________________________________ DATE______________________ 7
INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. Delivery of this Letter of Transmittal and Old Debentures. This Letter of Transmittal is to be completed by Holders of tendered Old Debentures if certificates representing such tendered Old Debentures are to be forwarded herewith pursuant to the procedures set forth in the Offering Circular under 'The Exchange Offer -- Procedures for Tendering Old Debentures,' unless delivery of such certificates is to be made by book-entry transfer to the Exchange Agent's account maintained by DTC through ATOP. For a Holder to properly tender Old Debentures pursuant to the Exchange Offer, a properly completed and duly executed copy of this Letter of Transmittal, including the Substitute Form W-9, and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein, and either (i) certificates for tendered Old Debentures must be received by the Exchange Agent at its address set forth herein, or (ii) such tendered Old Debentures must be transferred pursuant to the procedures for book-entry transfer described in the Offering Circular under the caption 'The Exchange Offer -- Procedures for Tendering Old Debentures' (and a confirmation of such transfer must be received by the Exchange Agent) in each case prior to Expiration Date. The method of delivery of certificates for tendered Old Debentures, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the tendering Holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or certificates for Old Debentures should be sent to the Company. Neither the Company nor the Exchange Agent is under any obligation to notify any tendering holder of the Company's acceptance of tendered Old Debentures prior to the closing of the Exchange Offer. New Notes will be delivered only in book-entry form through DTC and only to the DTC account of the tendering Holder or the tendering Holder's Custodian. Accordingly, a Holder who tenders Old Debentures must specify in Box 5 the DTC Participant name and number to which the New Notes should be delivered. 2. Guaranteed Delivery Procedures. If a Holder desires to tender Old Debentures pursuant to the Exchange Offer and (a) certificates representing such tendered Old Debentures are not immediately available, (b) time will not permit such Holder('s) Letter of Transmittal, certificates representing such tendered Old Debentures and all other required documents to reach the Exchange Agent prior to the Expiration Date, or (c) the procedures for book-entry transfer cannot be completed prior to the Expiration Date, such Holder may tender Old Debentures pursuant to the procedures set forth below and in the Offering Circular under 'The Exchange Offer -- Guaranteed Delivery Procedures' (including the completion of Box 3 above). Pursuant to such procedures, (i) the tender must be made by or through an Eligible Institution (as defined below), (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company herewith, or an Agent's Message with respect to a guaranteed delivery that is accepted by the Company, must be received by the Exchange Agent on or prior to the Expiration Date, and (iii) the certificates for the tendered Old Debentures, in proper form for transfer (or a Book-Entry Confirmation of the transfer of such tendered Old Debentures to the Exchange Agent's account at DTC as described in the Offering Circular), together with a Letter of Transmittal (or manually signed facsimile thereof) properly completed and duly executed, with any required signature guarantees and any other documents required by the Letter of Transmittal or a properly transmitted Agent's Message, must be received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery. Any Holder who wishes to tender Old Debentures pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such tendered Old Debentures prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by an Eligible Holder who attempted to use the guaranteed delivery process. 3. Beneficial Owner Instructions to Holders. Only a Holder in whose name Old Debentures are registered on the books of the registrar (or the legal representative or attorney-in-fact of such 8
registered holder) or whose name appears on a DTC security position listing as a holder of Old Debentures may execute and deliver this Letter of Transmittal. Any Beneficial Owner of Old Debentures who is not the Holder must arrange promptly with the Holder to execute and deliver this Letter of Transmittal on his or her behalf. 4. Partial Tenders. Tenders of Old Debentures will be accepted only in denominations of $1,000 or in integral multiples thereof. If less than the entire principal amount of Old Debentures held by the Holder is tendered, the Holder should fill in the principal amount tendered in the column labeled 'Total Principal Amount of Old Debentures Tendered' of the box entitled 'Description of Old Debentures Tendered' (see Box 1) above. The entire principal amount of Old Debentures delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Debentures held by the Holder is not tendered, then new certificates representing the Old Debentures for the principal amount of Old Debentures not tendered will be sent to the Holder at its registered address, unless a different address is provided in Box 2 above entitled 'Special Delivery Instructions' on this Letter of Transmittal, as soon as practicable following the Expiration Date. 5. Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the Holder(s) of the tendered Old Debentures, the signature must correspond with the name(s) as written on the face of the tendered Old Debentures without alteration, enlargement or any change whatsoever. If any of the tendered Old Debentures are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Old Debentures are held in different names, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal as there are different names in which such tendered Old Debentures are held. If this Letter of Transmittal is signed by the Holder(s) of Old Debentures, and New Notes issued in exchange therefor are to be issued (and any untendered principal amount of Old Debentures is to be reissued) in the name of the Holder(s), then such Holder(s) need not and should not endorse any Old Debentures, nor provide a separate bond power. In any other case, such Holder(s) must either properly endorse the tendered Old Debentures or transmit a properly completed separate bond power with this Letter of Transmittal with the signature(s) on the endorsement or bond power guaranteed by a Medallion Signature Guarantor (as defined below). If this Letter of Transmittal is signed by a person other than the Holder(s) of any tendered Old Debentures, such tendered Old Debentures must be endorsed or accompanied by appropriate bond powers, in each case, signed as the name(s) of the Holder(s) appear(s) on the tendered Old Debentures, with the signature(s) on the endorsement or bond power guaranteed by a Medallion Signature Guarantor. If this Letter of Transmittal or any tendered Old Debentures or bond powers are signed by trustees, executors, administrators, guardians, attorney-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal. Signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each a 'Medallion Signature Guarantor'), unless the Old Debentures are tendered (i) by the Holder of the Old Debentures (or by a participant in DTC whose name appears on a security position listing as the owner of such Old Debentures) who has not completed Box 2 ('Special Delivery Instructions') on this Letter of Transmittal, or (ii) for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. ('NASD') or a commercial bank or trust company having an office or correspondent in the United States (each of the foregoing being referred to as an 'Eligible Institution'). If the tendered Old Debentures are registered in the name of a person other than the signer of the Letter of Transmittal or if Old Debentures not tendered are to be returned to a person other than the Holder, then the signature on this Letter of Transmittal accompanying the tendered Old Debentures must be guaranteed by a Medallion Signature Guarantor as described above. Beneficial Owners 9
whose tendered Old Debentures are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender such Old Debentures. 6. Special Delivery Instructions. Holders should indicate in Box 2 ('Special Delivery Instructions') the name and address to which the New Notes and/or substitute Old Debentures for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. 7. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Old Debentures pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the transfer and exchange of Old Debentures pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the Holder or on any other person) will be payable by the Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such Holder. It will not be necessary for transfer tax stamps to be affixed to the tendered Old Debentures listed in this Letter of Transmittal. 8. Tax Identification Number. Federal income tax law requires that the Holder(s) of any Old Debentures which are accepted for exchange must provide the Exchange Agent (as payor) with its correct taxpayer identification number ('TIN'), which, in the case of a Holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct TIN, the Holder may be subject to backup withholding and a $50 penalty imposed by the Internal Revenue Service ('IRS'). (If withholding results in an over-payment of taxes, a refund may be obtained.) Certain Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed 'Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9' for additional instructions. To prevent backup withholding, each Holder of tendered Old Debentures must provide such Holder's correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN), and that (i) the Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) if previously so notified, the IRS has notified the Holder that such Holder is no longer subject to backup withholding. If the tendered Old Debentures are registered in more than one name or are not in the name of the actual owner, consult the 'Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9' for information on which TIN to report. The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with the Company's obligation regarding backup withholding. 9. Validity of Tenders. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Debentures will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the right to reject any and all Old Debentures not validly tendered or any Old Debentures the Company's acceptance of which would, in the opinion of the Company or its counsel, be unlawful. The Company also reserves the right to waive any conditions of the Exchange Offer or defects or irregularities in tenders of Old Debentures as to any ineligibility of any Holder who seeks to tender Old Debentures in the Exchange Offer. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Debentures must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Debentures, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Debentures will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Debentures received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by 10
the Exchange Agent to the Holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date. 10. Waiver of Conditions. The Company reserves the absolute right to amend, waive or modify any of the conditions in the Exchange Offer in the case of any Old Debentures. 11. No Conditional Tender. No alternative, conditional, irregular or contingent tender of Old Debentures or transmittal of this Letter of Transmittal will be accepted. 12. Mutilated, Lost, Stolen or Destroyed Debentures. Any Holder whose tendered Old Debentures have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions. 13. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Offering Circular or this Letter of Transmittal may be directed to the Exchange Agent or the Information Agent at the addresses and telephone numbers indicated herein. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. 14. Acceptance of Tendered Old Debentures and Issuance of New Notes; Return of Old Debentures. Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered Old Debentures as soon as practicable after the Expiration Date and will issue New Notes therefor on the fifth business day following the Expiration Date. For purposes of the Exchange Offer, the Company shall be deemed to have accepted tendered Old Debentures when, as and if the Company has given written or oral notice (immediately followed in writing) thereof to the Exchange Agent. If any tendered Old Debentures are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Old Debentures will be returned, without expense, to the undersigned at the address shown in Box 1 or at a different address as may be indicated in Box 2 'Special Delivery Instructions'. 15. Withdrawal. Tenders may be withdrawn only pursuant to the procedures set forth in the Offering Circular under the caption 'The Exchange Offer -- Withdrawal Rights'. 11
Exhibit T3E.3 -- Letter of Transmittal dated May 20, 1998 for $100,000,000 9.20% Debentures due February 15, 2003 LETTER OF TRANSMITTAL TO TENDER FOR EXCHANGE 9.20% DEBENTURES DUE FEBRUARY 15, 2003 FOR NOTES DUE JULY 1, 2005 OF ALLIEDSIGNAL INC. PURSUANT TO THE OFFERING CIRCULAR DATED MAY 20, 1998 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JUNE 18, 1998, UNLESS EXTENDED (THE 'EXPIRATION DATE'). PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS IF YOU DESIRE TO ACCEPT THE EXCHANGE OFFER, THIS LETTER OF TRANSMITTAL SHOULD BE COMPLETED, SIGNED, AND SUBMITTED TO THE EXCHANGE AGENT: THE CHASE MANHATTAN BANK By Fax: By Hand or Overnight Courier: By Mail: (214) 672-5932 c/o Chase Bank of Texas, N.A. c/o Chase Bank of Texas, N.A. Attention: Frank Ivins Corporate Trust Services Corporate Trust Services 1201 Main Street, 18th Floor P.O. Box 219052 Dallas, Texas 75202 Dallas, Texas 75221-9052 Attention: Frank Ivins Attention: Frank Ivins Phone: (214) 672-5678 ------------------------ DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. For any questions regarding this Letter of Transmittal or for any additional information you may contact the Exchange Agent. The undersigned hereby acknowledges receipt of the Offering Circular dated May 20, 1998 (as it may be supplemented and amended from time to time, the 'Offering Circular') of ALLIEDSIGNAL INC. (the 'Company'), and this Letter of Transmittal which together constitute the Company's offer (the 'Exchange Offer') to exchange its Notes Due July 1, 2005 (the 'New Notes'), in an amount to be determined as set forth below, for any and all of its $100,000,000 aggregate principal amount of issued and outstanding 9.20% Debentures Due February 15, 2003 (the 'Old Debentures') from the registered holders (individually, a 'Holder' and collectively, the 'Holders') thereof. Capitalized terms used but not defined herein have the meanings ascribed to them in the Offering Circular. For the New Notes, the per annum interest rate (the 'New Coupon') will be equal to the Reference Yield of the New Notes (as defined herein) rounded downward to the nearest 1/8th of one percent. The 'Reference Yield of the New Notes' will equal (i) the yield to maturity of the 6 1/2% U.S. Treasury Note due May 15, 2005 (the '7 Year Benchmark Rate') plus (ii) 50 basis points. Each holder exchanging Old Debentures for New Notes pursuant hereto will receive, in exchange for each $1,000 in aggregate principal amount of Old Debentures exchanged, New Notes in a principal amount (rounded to the nearest cent, with $0.005 to be taken as a full cent) equal to (a) $1,000 times (b) the Old Debenture Exchange Price divided by (c) the New Note Exchange Price; provided that New Notes will only be issued in denominations of $1,000 or integral multiples thereof. The undersigned hereby tenders the Old Debentures described in Box 1 below, upon the terms and subject to the conditions described in the Offering Circular and this Letter of Transmittal. The
undersigned is the Holder of all such Old Debentures and the undersigned represents that it has received from each beneficial owner of the tendered Old Debentures ('Beneficial Owners') valid instructions which authorize and instruct the undersigned to take the action described in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the tendered Old Debentures, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title, and interest in, to and under the tendered Old Debentures. Please issue the New Notes exchanged for tendered Old Debentures in the name(s) of the undersigned. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney in fact of the undersigned with respect to the tendered Old Debentures, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) cause ownership of the tendered Old Debentures to be transferred to, or upon the order of, the Company, on the books of the registrar for the Old Debentures and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the evidence of ownership of the New Notes to which the undersigned is entitled upon acceptance by the Company of the tendered Old Debentures pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered Old Debentures, all in accordance with the terms of the Exchange Offer. The undersigned understands that tenders of Old Debentures pursuant to the procedures described under the caption 'The Exchange Offer -- Procedures for Tendering Old Debentures' in the Offering Circular and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Offering Circular under the caption 'The Exchange Offer -- Withdrawal Rights.' All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned or any Beneficial Owner(s) hereunder shall be binding upon the heirs, representatives, successors, and assigns of the undersigned and such Beneficial Owner(s). The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign, and transfer the tendered Old Debentures and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances and adverse claims when the tendered Old Debentures are acquired by the Company as contemplated herein. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Company or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby. The undersigned hereby represents and warrants that the information set forth in Box 1 is true and correct. Holders of Old Debentures that are tendering by book-entry transfer to the Exchange Agent's account at DTC can execute the tender through the DTC Automated Tender Offer Program ('ATOP'), for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent's DTC account. DTC will then send an Agent's Message to the Exchange Agent for its acceptance. DTC participants may also accept the Exchange Offer prior to the Expiration Date by submitting a Notice of Guaranteed Delivery through ATOP. 2
PLEASE CHECK THE APPROPRIATE BOX [ ] CHECK HERE IF OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE 'USE OF GUARANTEED DELIVERY' BELOW (BOX 2). [ ] CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE 'USE OF BOOK-ENTRY TRANSFER' BELOW (BOX 3). PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE BOXES BOX 1 (ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY) DESCRIPTION OF OLD DEBENTURES TENDERED NAME(S) AND ADDRESS(ES) OF HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) TOTAL PRINCIPAL AMOUNT OF OLD APPEAR(S) ON OLD DEBENTURES) DEBENTURES TENDERED* TOTAL * Tenders may only be made in denominations of $1,000 or integral multiples thereof. Unless otherwise indicated in this column, the principal amount of all Old Debentures identified in this Box 1 shall be deemed tendered. See Instruction 4. BOX 2 USE OF GUARANTEED DELIVERY (SEE INSTRUCTION 2) To be completed ONLY if Old Debentures are being tendered by means of a Notice of Guaranteed Delivery by Book-Entry Transfer. Name of Tendering Institution:__________________________ ________________________________________________________ Name of DTC Participant:________________________________ ________________________________________________________ DTC Participant Number:_________________________________ ________________________________________________________ Transaction Code Number:________________________________ BOX 3 USE OF BOOK-ENTRY TRANSFER (SEE INSTRUCTION 1) To be completed. Name of Tendering Institution:__________________________ ________________________________________________________ Name of DTC Participant:________________________________ ________________________________________________________ DTC Participant Number:_________________________________ ________________________________________________________ Transaction Code Number:________________________________ 3
BOX 4 TENDERING HOLDER SIGNATURE (SEE INSTRUCTIONS 1 AND 5) IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 X_______________________________________________________________________________ X_______________________________________________________________________________ (Signature of Holder(s) or Authorized Signatory) Note: The above lines must be signed by the registered holder(s) of Old Debentures as their name(s) appear(s) therein or on the DTC security position listing with respect thereto. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. See Instruction 5. Name(s):________________________________________________________________________ ________________________________________________________________________________ Capacity:_______________________________________________________________________ Address:________________________________________________________________________ (Zip Code) Area Code and Telephone Number:_________________________________________________ Tax Identification or Social Security Number:___________________________________ SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 5) Authorized Signature X__________________________________________________________ Name:___________________________________________________________________________ (please print) Title:__________________________________________________________________________ Name of Firm:___________________________________________________________________ (Must be an Eligible Institution as defined in Instruction 5) Address:________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Zip Code) Area Code and Telephone Number:_________________________________________________ Dated:__________________________________________________________________________ 4
PAYOR'S NAME: THE CHASE MANHATTAN BANK SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT ________________________________ FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number OR______________________________ Employer Identification Number DEPARTMENT OF THE TREASURY PART 2 -- CERTIFICATION -- UNDER PENALTIES OF PART 3 -- INTERNAL REVENUE SERVICE PERJURY, I CERTIFY THAT: Awaiting TIN [ ] (1) The number shown on this form is my correct Exempt [ ] Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding; or (b) I have not been notified by the Internal Revenue Service (the 'IRS') that I am subject to backup withholding as a result of failure to report all interest and dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. PAYER'S REQUEST FOR CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been TAXPAYER IDENTIFICATION notified by the IRS that you are subject to backup withholding because of NUMBER (TIN) under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the applicable box in Part 3. SIGNATURE______________________________________________ DATE_________________________ Please fill out your name and address below: NAME__________________________________________________________________________________ ADDRESS (Number and street)___________________________________________________________ City, State and Zip Code______________________________________________________________ NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER AND THE SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE APPLICABLE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payor by the time of payment, 31% of all reportable payments made to me will be withheld until I provide a number and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the IRS as backup withholding. SIGNATURE_________________________________________ DATE_____________________ 5
INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. Delivery of this Letter of Transmittal and Old Debentures. Unless delivery is to be made by book-entry transfer to the Exchange Agent's account maintained by DTC through ATOP, for a Holder to properly tender Old Debentures pursuant to the Exchange Offer, a properly completed and duly executed copy of this Letter of Transmittal, including the Substitute Form W-9, and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein, and such tendered Old Debentures must be transferred pursuant to the procedures for book-entry transfer described in the Offering Circular under the caption 'The Exchange Offer -- Procedures for Tendering Old Debentures' (and a confirmation of such transfer must be received by the Exchange Agent) prior to Expiration Date. The method of delivery of this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the tendering Holder and the delivery will be deemed made only when actually received by the Exchange Agent. Neither the Company nor the Exchange Agent is under any obligation to notify any tendering Holder of the Company's acceptance of tendered Old Debentures prior to the closing of the Exchange Offer. New Notes will be issued only in book-entry form through DTC. 2. Guaranteed Delivery Procedures. If a Holder desires to tender Old Debentures pursuant to the Exchange Offer and (a) time will not permit such Holder(s) Letter of Transmittal and all other required documents to reach the Exchange Agent prior to the Expiration Date, or (b) the procedures for book- entry transfer cannot be completed prior to the Expiration Date, such Holder may tender Old Debentures pursuant to the procedures set forth below and in the Offering Circular under 'The Exchange Offer -- Guaranteed Delivery Procedures' (including the completion of Box 2 above). Pursuant to such procedures, (i) the tender must be made by or through an Eligible Institution (as defined below), (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company herewith, or an Agent's Message with respect to a guaranteed delivery that is accepted by the Company, must be received by the Exchange Agent on or prior to the Expiration Date, and (iii) a Book-Entry Confirmation of the transfer of such tendered Old Debentures to the Exchange Agent's account at DTC as described in the Offering Circular, together with a Letter of Transmittal (or manually signed facsimile thereof or Agent's Message in lieu thereof) properly completed and duly executed, with any required signature guarantees and any other documents required by the Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery. Any Holder who wishes to tender Old Debentures pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such tendered Old Debentures prior to the Expiration Date. 3. Beneficial Owner Instructions to Holders. Only a Holder whose name appears on a DTC security position listing as a Holder of Old Debentures (or the legal representative or attorney-in-fact of such Holder) may execute and deliver this Letter of Transmittal. Any Beneficial Owner of Old Debentures who is not the Holder must arrange promptly with the Holder to execute and deliver this Letter of Transmittal on his or her behalf. 4. Partial Tenders. Tenders of Old Debentures will be accepted only in denominations of $1,000 or in integral multiples thereof. If less than the entire principal amount of Old Debentures held by the Holder is tendered, the Holder should fill in the principal amount tendered in the column labeled 'Total Principal Amount of Old Debentures Tendered' of the box entitled 'Description of Old Debentures Tendered' (see Box 1) above. The entire principal amount of Old Debentures delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. 5. Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the Holder(s) of the tendered Old Debentures, the signature must correspond with the name(s) as written on a DTC security position listing for the Old Debentures without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons 6
should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or the Stock Exchange Medallion Program (each of the foregoing being referred to as an 'Eligible Institution'). Signatures on this Letter of Transmittal need not be guaranteed if the Old Debentures tendered herewith are tendered for the account of an Eligible Institution. Beneficial Owners whose tendered Old Debentures are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender such Old Debentures. 6. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Old Debentures pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the transfer and exchange of Old Debentures pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the Holder or on any other person) will be payable by the Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such Holder. 7. Taxpayer Identification Number. Federal income tax law requires that the Holder(s) of any Old Debentures which are accepted for exchange must provide the Exchange Agent (as payor) with its correct taxpayer identification number ('TIN'), which, in the case of a Holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct TIN, the Holder may be subject to backup withholding and a $50 penalty imposed by the Internal Revenue Service ('IRS'). (If withholding results in an over-payment of taxes, a refund may be obtained.) Certain Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed 'Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9' for additional instructions. To prevent backup withholding, each Holder of tendered Old Debentures must provide such Holder's correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN), and that (i) the Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) if previously so notified, the IRS has notified the Holder that such Holder is no longer subject to backup withholding. If the tendered Old Debentures are registered in more than one name or are not in the name of the actual owner, consult the 'Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9' for information on which TIN to report. The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with the Company's obligation regarding backup withholding. 8. Validity of Tenders. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Debentures will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the right to reject any and all Old Debentures not validly tendered or any Old Debentures the Company's acceptance of which would, in the opinion of the Company or its counsel, be unlawful. The Company also reserves the right to waive any conditions of the Exchange Offer or defects or irregularities in tenders of Old Debentures as to any ineligibility of any Holder who seeks to tender Old Debentures in the Exchange Offer. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Debentures must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Debentures, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Debentures will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Debentures received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by 7
the Exchange Agent to the Holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date. 9. Waiver of Conditions. The Company reserves the absolute right to amend, waive or modify any of the conditions in the Exchange Offer in the case of any Old Debentures. 10. No Conditional Tender. No alternative, conditional, irregular or contingent tender of Old Debentures or transmittal of this Letter of Transmittal will be accepted. 11. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Offering Circular or this Letter of Transmittal may be directed to the Exchange Agent or the Information Agent at the addresses and telephone numbers indicated therein. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. 12. Acceptance of Tendered Old Debentures and Issuance of New Notes; Return of Old Debentures. Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered Old Debentures as soon as practicable after the Expiration Date and will issue New Notes therefor on the fifth business day following the Expiration Date. For purposes of the Exchange Offer, the Company shall be deemed to have accepted tendered Old Debentures when, as and if the Company has given written or oral notice (immediately followed in writing) thereof to the Exchange Agent. If any tendered Old Debentures are not exchanged pursuant to the Exchange Offer for any reason, the Old Debentures will remain in book-entry form through DTC. 13. Withdrawal. Tenders may be withdrawn only pursuant to the procedures set forth in the Offering Circular under the caption 'The Exchange Offer -- Withdrawal Rights.' 8
Exhibit T3E.4 -- Form of Notice of Guaranteed Delivery, dated as of May 20, 1998 for $250,000,000 9 7/8% Debentures due June 1, 2002: NOTICE OF GUARANTEED DELIVERY IN RESPECT OF 9 7/8% DEBENTURES DUE JUNE 1, 2002 OF ALLIEDSIGNAL INC. PURSUANT TO THE OFFERING CIRCULAR DATED MAY 20, 1998 The Exchange Agent for the Exchange Offer is: EXCHANGE AGENT THE CHASE MANHATTAN BANK By Fax: By Hand or Overnight Courier: By Mail: - --------------------------------- ------------------------------ ------------------------------ (214) 672-5932 c/o Chase Bank of Texas, N.A. c/o Chase Bank of Texas, N.A. Attention: Frank Ivins Corporate Trust Services Corporate Trust Services 1201 Main Street, 18th Floor P.O. Box 219052 Dallas, Texas 75202 Dallas, Texas 75221-9052 Attention: Frank Ivins Attention: Frank Ivins Phone: (214) 672-5678 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JUNE 18, 1998, UNLESS EXTENDED (THE 'EXPIRATION DATE'). As set forth in the Offering Circular dated May 20, 1998 (as it may be supplemented and amended from time to time, the 'Offering Circular') of AlliedSignal Inc. (the 'Company') under 'The Exchange Offer -- Guaranteed Delivery Procedures', and in the Instructions to the related Letter of Transmittal (the 'Letter of Transmittal'), this form, or one substantially equivalent hereto, or an Agent's Message relating to the guaranteed delivery procedures, must be used to accept the Company's offer (the 'Exchange Offer') to exchange its Notes Due July 1, 2005 (the 'New Notes') in an aggregate principal amount to be determined as set forth in the Offering Circular for any and all of its $250,000,000 aggregate principal amount of issued and outstanding 9 7/8% Debentures Due June 1, 2002 (the 'Old Debentures'), if time will not permit the Letter of Transmittal, certificates representing such Old Debentures and other required documents to reach the Exchange Agent, or the procedures for book-entry transfer cannot be completed, prior to the Expiration Date (as defined herein). This form must be delivered by an Eligible Institution (as defined herein) by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth above. If a signature on the Letter of Transmittal is required to be guaranteed by a Medallion Signature Guarantor under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal. This form is not to be used to guarantee signatures. Questions and requests for assistance and requests for additional copies of the Offering Circular may be directed to the Exchange Agent at the address above. Beneficial owners may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.
Ladies and Gentlemen: The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Offering Circular and the Letter of Transmittal (receipt of which is hereby acknowledged), the principal amount of the Old Debentures specified below pursuant to the guaranteed delivery procedures set forth in the Offering Circular under 'The Exchange Offer -- Guaranteed Delivery Procedures' and in Instruction 2 to the Letter of Transmittal. The undersigned hereby authorizes the Exchange Agent to deliver this Notice of Guaranteed Delivery to the Company with respect to the Old Debentures tendered pursuant to the Exchange Offer. The undersigned understands that Old Debentures will be exchanged only after timely receipt by the Exchange Agent of (i) such Old Debentures, or a Book-Entry Confirmation of the transfer of such Old Debentures into the Exchange Agent's account at the Book-Entry Transfer Facility, and (ii) a Letter of Transmittal (or a manually signed facsimile thereof), with respect to such Old Debentures, properly completed and duly executed, with any signature guarantees (or an Agent's Message in lieu thereof) and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the execution hereof. The undersigned also understands that the method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the Holder, and the delivery will be deemed made only when actually received by the Exchange Agent. THE UNDERSIGNED UNDERSTANDS THAT TENDERS OF OLD DEBENTURES WILL BE ACCEPTED ONLY IN DENOMINATIONS OF $1,000 OR AN INTEGRAL MULTIPLE THEREOF. THE UNDERSIGNED ALSO UNDERSTANDS THAT TENDERS OF OLD DEBENTURES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Offering Circular. 2
PLEASE SIGN AND COMPLETE Signature(s) of Holder(s) or Authorized Signatory: _____________________________ ________________________________________________________________________________ ________________________________________________________________________________ Name(s) of Holder(s): __________________________________________________________ ________________________________________________________________________________ Principal Amount of Old Debentures Tendered: ___________________________________ Certificate No.(s) of Old Debentures (if available): ___________________________ Date: __________________________________________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ Area Code and Telephone No: ____________________________________________________ If Debentures will be delivered by book-entry transfer, check book-entry transfer facility below: [ ] The Depository Trust Company DTC Account No. _______________________________ ________________________________________________________________________________ ________________________________________________________________________________ This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their name(s) appear(s) on certificate(s) for Old Debentures, or by person(s) authorized to become Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery without alteration, enlargement or any change whatsoever. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information. Name(s): _______________________________________________________________________ ________________________________________________________________________________ Please print name(s) and address(es) Capacity: ______________________________________________________________________ ________________________________________________________________________________ Address(es): ___________________________________________________________________ ________________________________________________________________________________ DO NOT SEND OLD DEBENTURES WITH THIS FORM. OLD DEBENTURES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL. 3
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program (each, an 'Eligible Institution'), hereby (i) represents that the above-named persons are deemed to own the Old Debentures tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended ('Rule 14e-4'), (ii) represents that such tender of Old Debentures complies with Rule 14e-4 and (iii) guarantees that the Old Debentures tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the Offering Circular under 'The Exchange Offer -- Guaranteed Delivery Procedures'), and that the Exchange Agent will receive (a) such Old Debentures, or a Book-Entry Confirmation of the transfer of such Old Debentures into the Exchange Agent's account at the Book-Entry Transfer Facility and (b) a properly completed and duly executed Letter of Transmittal or manually signed facsimile thereof (or Agent's message) with any required signature guarantees and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the date of execution hereof. The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and Old Debentures to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: __________________________________________________________________ Authorized Signature: __________________________________________________________ Title: _________________________________________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ (Zip Code) Area Code and Telephone Number: ________________________________________________ Dated: _________________________________________________________________________ 4
Exhibit T3E.5 -- Form of Notice of Guaranteed Delivery, dated as of May 20, 1998 for $100,000,000 9.20% Debentures due February 15, 2003: NOTICE OF GUARANTEED DELIVERY IN RESPECT OF 9.20% DEBENTURES DUE FEBRUARY 15, 2003 OF ALLIEDSIGNAL INC. PURSUANT TO THE OFFERING CIRCULAR DATED MAY 20, 1998 The Exchange Agent for the Exchange Offer is: EXCHANGE AGENT THE CHASE MANHATTAN BANK By Fax: By Hand or Overnight Courier: By Mail: - --------------------------------- ------------------------------ ------------------------------ (214) 672-5932 c/o Chase Bank of Texas, N.A. c/o Chase Bank of Texas, N.A. Attention: Frank Ivins Corporate Trust Services Corporate Trust Services 1201 Main Street, 18th Floor P.O. Box 219052 Dallas, Texas 75202 Dallas, Texas 75221-9052 Attention: Frank Ivins Attention: Frank Ivins Phone: (214) 672-5678 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JUNE 18, 1998, UNLESS EXTENDED (THE 'EXPIRATION DATE'). As set forth in the Offering Circular dated May 20, 1998 (as it may be supplemented and amended from time to time, the 'Offering Circular') of AlliedSignal Inc. (the 'Company') under 'The Exchange Offer -- Guaranteed Delivery Procedures', and in the Instructions to the related Letter of Transmittal (the 'Letter of Transmittal'), this form, or one substantially equivalent hereto, or an Agent's Message relating to the guaranteed delivery procedures, must be used to accept the Company's offer (the 'Exchange Offer') to exchange its Notes Due July 1, 2005 (the 'New Notes') in an aggregate principal amount to be determined as set forth in the Offering Circular for any and all of its $100,000,000 aggregate principal amount of issued and outstanding 9.20% Debentures Due February 15, 2003 (the 'Old Debentures'), if time will not permit the Letter of Transmittal and other required documents to reach the Exchange Agent, or the procedures for book-entry transfer cannot be completed, prior to the Expiration Date (as defined herein). This form must be delivered by an Eligible Institution (as defined herein) by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth above. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal. This form is not to be used to guarantee signatures. Questions and requests for assistance and requests for additional copies of the Offering Circular may be directed to the Exchange Agent at the address above. Beneficial owners may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.
Ladies and Gentlemen: The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Offering Circular and the Letter of Transmittal (receipt of which is hereby acknowledged), the principal amount of the Old Debentures specified below pursuant to the guaranteed delivery procedures set forth in the Offering Circular under 'The Exchange Offer -- Guaranteed Delivery Procedures' and in Instruction 2 to the Letter of Transmittal. The undersigned hereby authorizes the Exchange Agent to deliver this Notice of Guaranteed Delivery to the Company with respect to the Old Debentures tendered pursuant to the Exchange Offer. The undersigned understands that Old Debentures will be exchanged only after timely receipt by the Exchange Agent of (i) a Book-Entry Confirmation of the transfer of such Old Debentures into the Exchange Agent's account at the Book-Entry Transfer Facility, and (ii) a Letter of Transmittal (or a manually signed facsimile thereof), with respect to such Old Debentures, properly completed and duly executed, with any signature guarantees (or an Agent's Message in lieu thereof) and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the execution hereof. The undersigned also understands that the method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the Holder, and the delivery will be deemed made only when actually received by the Exchange Agent. THE UNDERSIGNED UNDERSTANDS THAT TENDERS OF OLD DEBENTURES WILL BE ACCEPTED ONLY IN DENOMINATIONS OF $1,000 OR AN INTEGRAL MULTIPLE THEREOF. THE UNDERSIGNED ALSO UNDERSTANDS THAT TENDERS OF OLD DEBENTURES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Offering Circular. 2
PLEASE SIGN AND COMPLETE Signature(s) of Holder(s) or Authorized Signatory: _____________________________ ________________________________________________________________________________ ________________________________________________________________________________ Name(s) of Holder(s): __________________________________________________________ ________________________________________________________________________________ Principal Amount of Old Debentures Tendered: ___________________________________ Date: __________________________________________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ Area Code and Telephone No: ____________________________________________________ Old Debentures delivered by Book-Entry Transfer: DTC Account No: ________________________________________________________________ If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information. Name(s): _______________________________________________________________________ ________________________________________________________________________________ Please print name(s) and address(es) Capacity: ______________________________________________________________________ ________________________________________________________________________________ Address(es): ___________________________________________________________________ ________________________________________________________________________________ SEND TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL. 3
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program (each, an 'Eligible Institution'), hereby (i) represents that the above-named persons are deemed to own the Old Debentures tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended ('Rule 14e-4'), (ii) represents that such tender of Old Debentures complies with Rule 14e-4 and (iii) guarantees that the Old Debentures tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the Offering Circular under 'The Exchange Offer -- Guaranteed Delivery Procedures'), and that the Exchange Agent will receive (a) a Book-Entry Confirmation of the transfer of such Old Debentures into the Exchange Agent's account at the Book-Entry Transfer Facility and (b) a properly completed and duly executed Letter of Transmittal or manually signed facsimile thereof (or Agent's message) with any required signature guarantees and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the date of execution hereof. The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: __________________________________________________________________ Authorized Signature: __________________________________________________________ Title: _________________________________________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ (Zip Code) Area Code and Telephone Number: ________________________________________________ Dated: _________________________________________________________________________ 4 STATEMENT OF DIFFERENCES ------------------------ The Greek letter sigma shall be expressed as.......................... [S]
EXHIBIT T3F--CROSS REFERENCE SHEET TABLE SHOWING REFLECTION IN INDENTURE OF CERTAIN PROVISIONS OF TRUST INDENTURE ACT OF 1939 Trust Indenture Act Section Indenture Section ----------- ----------------- 'SS'310 (a)(1).............................609 (a)(2).............................609 (a)(3).............................Not Applicable (a)(4).............................Not Applicable (b)................................608, 610 (c)................................Not Applicable 'SS'311 (a)................................613(a) (b)................................613(b) (b)(2).............................703(a)(2), 703(b) 'SS'312 (a)................................701 702(a) (b)................................702(b) (c)................................702(c) 'SS'313 (a)................................703(a) (b)(1).............................Not Applicable (b)(2).............................703(b) (c)................................703(a), 703(b) (d)................................703(c) 'SS'314 (a)(1).............................704(1) (a)(2).............................704(2) (a)(3).............................704(3) (b)................................Not Applicable (c)(1).............................102 (c)(2).............................102 (c)(3).............................Not Applicable (d)................................Not Applicable (e)................................102 'SS'315 (a)................................601(a), 601(c) (b)................................602 703(a)(6) (c)................................601(b) (d)................................601(c) (d)(1).............................601(a) 601(c)(1) (d)(2).............................601(c)(2) (d)(3).............................601(c)(3) (e)................................509 'SS'316 (a)................................101 (a)(1)(A)..........................502 507 (a)(1)(B)..........................507
(a)(2).............................Not Applicable (b)................................504 'SS'317 (a)(1).............................503, 505 (a)(2).............................505 (b)................................1003 'SS'318 (a)................................107
Exhibit 99 -- Form T-1 of The Chase Manhattan Bank SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) -------------------------------------------- ALLIEDSIGNAL INC. (Exact name of obligor as specified in its charter) DELAWARE 22-2640650 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 101 COLUMBIA ROAD MORRISTOWN, NEW JERSEY (973)455-6386 07962 (Address of principal executive offices) (Zip Code) --------------------------------- DEBT SECURITIES (Title of the indenture securities) -------------------------------------------
GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None.
- 2 - Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 18th day of May, 1998. THE CHASE MANHATTAN BANK By /s/ R.J. Halleran ------------------------ R.J. Halleran Second Vice President
Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 1997, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. DOLLAR AMOUNTS ASSETS IN MILLIONS ------ -------------- Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ........................................................ $ 12,428 Interest-bearing balances ................................................ 3,428 Securities: Held to maturity securities................................................... 2,561 Available for sale securities................................................. 43,058 Federal funds sold and securities purchased under agreements to resell ..................................................... 29,633 Loans and lease financing receivables: Loans and leases, net of unearned income $129,260 Less: Allowance for loan and lease losses 2,783 Less: Allocated transfer risk reserve .... 0 -------- Loans and leases, net of unearned income, allowance, and reserve .................................................. 126,477 Trading Assets .............................................................. 62,575 Premises and fixed assets (including capitalized leases).................................................................. 2,943 Other real estate owned ..................................................... 295 Investments in unconsolidated subsidiaries and associated companies..................................................... 231 Customers' liability to this bank on acceptances outstanding ............................................................. 1,698 Intangible assets ........................................................... 1,466 Other assets ................................................................ 10,268 -------- TOTAL ASSETS ................................................................ $297,061 ======== - 4 -
LIABILITIES Deposits In domestic offices .................................................... $94,524 Noninterest-bearing ......................................... $39,487 Interest-bearing ............................................ 55,037 ------- In foreign offices, Edge and Agreement, subsidiaries and IBF's................................................... 71,162 Noninterest-bearing ......................................... $ 3,205 Interest-bearing ............................................. 67,957 Federal funds purchased and securities sold under agree- ments to repurchase ......................................................... 43,181 Demand notes issued to the U.S. Treasury .................................... 1,000 Trading liabilities ......................................................... 48,903 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less ........................... 3,599 With a remaining maturity of more than one year . through three years............................................... 253 With a remaining maturity of more than three years..................... 132 Bank's liability on acceptances executed and outstanding 1,698 Subordinated notes and debentures ........................................... 5,715 Other liabilities ........................................................... 9,896 TOTAL LIABILITIES ........................................................... 280,063 ------- EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock ................................................................ 1,211 Surplus (exclude all surplus related to preferred stock)... 10,291 Undivided profits and capital reserves ...................................... 5,502 Net unrealized holding gains (losses) on available-for-sale securities ............................................ (22) Cumulative foreign currency translation adjustments ......................... 16 TOTAL EQUITY CAPITAL ........................................................ 16,998 -------- TOTAL LIABILITIES AND EQUITY CAPITAL ........................................ $297,061 ======== I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) THOMAS G. LABRECQUE ) DIRECTORS WILLIAM B. HARRISON, JR.) -5-