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As filed with the Securities and Exchange Commission on June 28, 2000.
Registration No. 333-31368
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
Honeywell International Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2640650
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
P.O. Box 4000
Morristown, New Jersey 07962-2497
(Address of Principal Executive Offices) (Zip Code)
----------------------
Honeywell Savings and Stock Ownership Plan
(Full title of the plan)
--------------------
PETER M. KREINDLER, ESQ.
Senior Vice President and General Counsel
Honeywell International Inc.
101 Columbia Road
Morris Township, New Jersey 07962-2497
(Name and address of agent for service)
(973) 455-2000
(Telephone number, including area code of agent for service)
The registrant hereby deregisters the shares of Honeywell
International Inc. common stock registered on its registration
statement on Form S-8 (Registration No. 333-31368) and not
previously sold under the Honeywell Savings and Stock Ownership
Plan, as well as plan interests in the Plan. In connection with
the merger on December 1, 1999 involving AlliedSignal Inc. and
Honeywell Inc., the Plan was merged into the Honeywell Savings
and Ownership Plan I (formerly known as the AlliedSignal Savings
Plan) effective April 1, 2000. As such, no plan interests for the
Plan or rights to acquire common stock of Honeywell International
Inc. pursuant to the Plan are outstanding on the date of hereof.
SIGNATURES
Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Morris, State of
New Jersey, on the 28th day of June, 2000.
Honeywell International Inc.
By:/s/ Peter M. Kreindler
-----------------------
Peter M. Kreindler
Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
* Director, Chairman and Chief
- -------------------------- Executive Officer
(Michael R. Bonsignore)
* Director
- -------------------------
(Hans W. Becherer)
* Director
- -------------------------
(Gordon M. Bethune)
* Director
- ------------------------
(Marshall N. Carter)
* Director
- ------------------------
(Jaime Chico Pardo)
* Director
- ------------------------
(Ann M. Fudge)
* Director
- ------------------------
(James J. Howard)
* Director
- ------------------------
(Bruce Karatz)
* Director
- ------------------------
(Robert P. Luciano)
* Director
- ------------------------
(Russell E. Palmer)
* Director
- -------------------------
(Ivan G. Seidenberg)
* Director
- --------------------------
(John R. Stafford)
* Director
- --------------------------
(Michael W. Wright)
/s/ Richard F. Wallman Senior Vice President and June 28, 2000
- -------------------------- Chief Financial Officer
(Richard F. Wallman) (Principal Financial Officer)
/s/ Richard J. Diemer, Jr. Vice President and June 28, 2000
- --------------------------- Controller (Principal
(Richard J. Diemer, Jr.) Accounting Officer)
*By:/s/ Peter M. Kreindler
-----------------------
(Peter M. Kreindler, June 28, 2000
Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Morris, State of
New Jersey, on the 28th day of June, 2000.
Honeywell Savings and Ownership Plan
I, as successor to the Honeywell
Savings and Stock Ownership Plan
By: /s/ Brian J. Marcotte
-----------------------
Brian J. Marcotte
Vice President- Benefits
Exhibit 24
POWER OF ATTORNEY
I, Michael R. Bonsignore, a director of Honeywell
International Inc., a Delaware corporation (the "Company"),
hereby appoint Lawrence A. Bossidy, Peter M. Kreindler, Richard
F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr. and James
V. Gelly, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Michael R. Bonsignore
--------------------------
Michael R. Bonsignore
Dated: December 3, 1999
POWER OF ATTORNEY
I, Hans W. Becherer, a director of Honeywell International
Inc., a Delaware corporation (the "Company"), hereby appoint
Lawrence A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler,
Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr.
and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Hans W. Becherer
--------------------
Hans W. Becherer
Dated: December 3, 1999
POWER OF ATTORNEY
I, Gordon M. Bethune, a director of Honeywell International
Inc., a Delaware corporation (the "Company"), hereby appoint
Lawrence A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler,
Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr.
and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Gordon M. Bethune
---------------------
Gordon M. Bethune
Dated: December 3, 1999
POWER OF ATTORNEY
I, Marshall N. Carter, a director of Honeywell International
Inc., a Delaware corporation (the "Company"), hereby appoint
Lawrence A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler,
Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr.
and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Marshall N. Carter
----------------------
Marshall N. Carter
Dated: December 3, 1999
POWER OF ATTORNEY
I, Jamie Chico Pardo, a director of Honeywell International
Inc., a Delaware corporation (the "Company"), hereby appoint
Lawrence A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler,
Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr.
and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Jaime Chico Pardo
---------------------
Jaime Chico Pardo
Dated: December 3, 1999
POWER OF ATTORNEY
I, Ann M. Fudge, a director of Honeywell International Inc.,
a Delaware corporation (the "Company"), hereby appoint Lawrence
A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler, Richard F.
Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr. and James V.
Gelly, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Ann M. Fudge
----------------
Ann M. Fudge
Dated: December 3, 1999
POWER OF ATTORNEY
I, James J. Howard, a director of Honeywell International
Inc., a Delaware corporation (the "Company"), hereby appoint
Lawrence A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler,
Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr.
and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ James J. Howard
-------------------
James J. Howard
Dated: December 3, 1999
POWER OF ATTORNEY
I, Bruce Karatz, a director of Honeywell International Inc.,
a Delaware corporation (the "Company"), hereby appoint Lawrence
A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler, Richard F.
Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr. and James V.
Gelly, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Bruce Karatz
----------------
Bruce Karatz
Dated: December 3, 1999
POWER OF ATTORNEY
I, Robert P. Luciano, a director of Honeywell International
Inc., a Delaware corporation (the "Company"), hereby appoint
Lawrence A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler,
Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr.
and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Robert P. Luciano
---------------------
Robert P. Luciano
Dated: December 3, 1999
POWER OF ATTORNEY
I, Russell E. Palmer, a director of Honeywell International
Inc., a Delaware corporation (the "Company"), hereby appoint
Lawrence A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler,
Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr.
and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any planwhich is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/Russell E. Palmer
--------------------
Russell E. Palmer
Dated: December 3, 1999
POWER OF ATTORNEY
I, Ivan G. Seidenberg, a director of Honeywell International
Inc., a Delaware corporation (the "Company"), hereby appoint
Lawrence A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler,
Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr.
and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Ivan G. Seidenberg
----------------------
Ivan G. Seidenberg
Dated: December 3, 1999
POWER OF ATTORNEY
I, John R. Stafford, a director of Honeywell International
Inc., a Delaware corporation (the "Company"), hereby appoint
Lawrence A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler,
Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr.
and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ John R. Stafford
--------------------
John R. Stafford
Dated: December 3, 1999
POWER OF ATTORNEY
I, Michael W. Wright, a director of Honeywell International
Inc., a Delaware corporation (the "Company"), hereby appoint
Lawrence A. Bossidy, Michael R. Bonsignore, Peter M. Kreindler,
Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr.
and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck and Brake Systems Company Savings Plan, the AlliedSignal
Ltd. UK Share Purchase Plan, the AlliedSignal Ireland Employees
Share Ownership Program, the Employee Stock Purchase Plan of the
Company, the Stock Plan for Non-Employee Directors of the
Company, the 1993 Stock Plan for Employees of the Company and its
Affiliates, the 1985 Stock Plan for Employees of the Company and
its Subsidiaries, the 1997 Honeywell Stock and Incentive Plan,
the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and
Incentive Plan, the Honeywell Savings and Stock Ownership Plan,
the Honeywell Investment Plus Plan, the Honeywell Retirement
Savings Plan and the Honeywell Retirement Investment Plan, and
any plan which is a successor to such plans or is a validly
authorized plan pursuant to which securities of the Corporation
are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of the
Company and any plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Michael W. Wright
---------------------
Michael W. Wright
Dated: December 3, 1999