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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 29, 1996
AlliedSignal Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-8974 22-2640650
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 455-2000
Item 5. Other Events
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The Registrant issued today the following press release:
"AlliedSignal Sells Light-Vehicle Hydraulic Braking
And ABS Businesses To Robert Bosch For $1.5 Billion
MORRIS TOWNSHIP, NEW JERSEY, February 29, 1996 -- AlliedSignal Inc.
(NYSE: ALD) announced today that Robert Bosch GmbH has agreed to purchase
AlliedSignal's light-vehicle hydraulic and anti-lock braking businesses
for $1.5 billion in cash. The agreement, which was signed today, is
subject to European Union and U.S. antitrust reviews.
Included in the transaction are AlliedSignal's worldwide operations
for conventional hydraulic braking and anti-lock braking systems (ABS)
for cars, light trucks and medium-duty trucks. These operations
accounted for approximately $2.1 billion of AlliedSignal's 1995 sales of
$14.3 billion. Not affected by the purchase are other AlliedSignal
Automotive businesses representing $3.4 billion of 1995 sales. These
include friction materials, turbochargers, seat belts, air bags, filters,
spark plugs, and air brakes and ABS for heavy-duty trucks.
Lawrence A. Bossidy, Chairman and Chief Executive Officer of
AlliedSignal, said, "We recognized that with our own light-vehicle ABS
product, which had low customer acceptance and operating losses, we could
not be a first-tier integrated braking systems supplier at acceptable margins
and justifiable levels of investment. Accordingly, we initiated discussions
with Bosch regarding a joint venture which would combine our conventional
braking product with their highly successful ABS product. It became apparent
during the discussions that the complexity of such a joint venture made it
more desirable for one company to own both businesses. Following this
acquisition, Bosch will be positioned to provide customers with worldwide
capability as an integrated braking system supplier.
"Our decision to sell these businesses fortifies our ability to
deliver consistent annual earnings-per-share increases of 13-to-17% in
1996 and beyond," said Bossidy.
"We have identified a number of opportunities to reposition some of
our 15 major business units, which would enhance their competitiveness
and profitability," said Bossidy. "Provisions for these actions are
expected to offset the gain on the sale of the braking business."
Bossidy said that AlliedSignal will invest the proceeds from the
sale to internally grow the company's higher-margin businesses and to
pursue acquisitions that will expand or complement the company's business
portfolio. AlliedSignal has completed 23 acquisitions since 1991. The
company will also continue its share repurchase program.
"Investment of the sale proceeds, together with the repositioning
opportunities, will enable us to replace the earnings of the divested
business; improve the company's overall margins by about one percentage
point on an annualized basis; and achieve our earnings-per-share growth goal
not only in 1996 but in subsequent years as well," said Bossidy.
John W. Barter, President of AlliedSignal Automotive, said the sale
allows the company's Automotive sector to focus its attention and
resources on building its other businesses, many of which are enjoying
substantial revenue growth, significant market share and better margins.
Barter said AlliedSignal Automotive will continue to develop its
aftermarket replacement parts business, including FRAM'r' and FIAAM'r'
filters, Autolite'r' spark plugs, Bendix'r' brakes, and Bendix'r' and
Jurid'r' friction materials. "Our global brand strength and extensive
distribution network provide us with abundant opportunity for aftermarket
growth in the U.S., Europe and Asia," said Barter.
Barter also noted the strength of the company's fast-growing
Garrett'r'-brand turbocharger business, which has a number-one market
position worldwide, and its safety restraint and friction materials
businesses, which have significant market positions and growth
opportunities.
In addition, AlliedSignal will retain its 65% interest in
AlliedSignal Truck Brake Systems Co. and its interest in other global
ventures with Knorr-Bremse. The ventures command a significant share of
the worldwide market for air brakes and ABS for medium- and heavy-duty
trucks.
The operations to be acquired by Bosch include some 24 production
facilities employing about 11,000 people, primarily in the U.S., France,
Spain, Italy, Poland, Mexico, Brazil, Turkey and Portugal. These plants
manufacture hydraulic brake components, including master cylinders,
vacuum pumps and boosters, rotors and hubs, foundation brakes and ABS.
The transaction is subject to corporate and other legal requirements in
the various countries.
Robert Bosch Corporation, whose Automotive Group is based in
Farmington Hills, Michigan, is the wholly-owned U.S. subsidiary of Robert
Bosch GmbH, of Stuttgart, Germany, a privately held firm with 1995 sales
of DM35.8 billion (US$25 billion) and 154,000 employees worldwide.
AlliedSignal Inc. is an advanced technology and manufacturing
company serving customers worldwide with aerospace and automotive
products, chemicals, fibers, plastics and advanced materials. Aerospace
products include aircraft engines, equipment systems, avionics, defense
electronic systems and government services. Engineered Materials
products include nylon and polyester fibers, plastics, fluorocarbons,
specialty chemicals, circuit board laminates, microelectronic materials
and amorphous metals. AlliedSignal is a Fortune 75 company and a
component of the Dow Jones Industrial Average. Excluding the 11,000
people employed in the businesses sold to Bosch, AlliedSignal employs
77,500 people worldwide."
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AlliedSignal Inc.
(Registrant)
By: /s/ G. Peter D'Aloia
_________________________________
G. Peter D'Aloia
Vice President and Controller
Date: February 29, 1996
STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as 'r'