As filed with the Securities and Exchange Commission on October 17, 1996
Registration No. 33-64245
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AlliedSignal Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2640650
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
P.O. Box 4000
Morristown, New Jersey 07962-2497
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(Address of Principal Executive Offices) (Zip Code)
PETER M. KREINDLER, ESQ.
Senior Vice President, General Counsel and Secretary
AlliedSignal Inc.
101 Columbia Road
Morris Township, New Jersey 07962-2497
(Name and address of agent for service)
(201) 455-2000
(Telephone number, including area code of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE EEFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION
WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE
FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF
THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE
462(c) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE
SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE
434, PLEASE CHECK THE FOLLOWING BOX. [X]
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each class maximum maximum
of offering aggregate Amount of
securities Amount to be price offering registrati
to be registered per price (1) on fee
registered unit (1)
Debt Securities 493,000,000(2) 100% $493,000,000 $170,000.00
(1) Estimated solely for the purpose of this calculation.
(2) In U.S. dollars or the equivalent thereof in another currency or
composite currencies.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
PROSPECTUS
$493,000,000
[Logo]
AlliedSignal Inc.
Debt Securities
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This Prospectus covers debt securities (the "Debt Securities") to be
issued for proceeds of up to $493,000,000 (or the equivalent in foreign
denominated currency or composite currencies) which AlliedSignal Inc. (the
"Company") may issue from time to time in one or more series. The Debt
Securities will be offered directly, or through agents designated from time
to time, or through broker-dealers or underwriters also to be designated.
The Debt Securities will be offered to the public on terms determined by
market conditions at the time of sale. The Debt Securities may be sold for
U.S. dollars, foreign denominated currency or composite currencies, and
principal of and any interest on the Debt Securities may likewise be
payable in U.S. dollars, foreign denominated currency or composite
currencies. The currency for which the Debt Securities may be purchased and
the currency in which principal of and any interest on the Debt Securities
may be payable may be specifically designated by the Company.
The designation, principal amount, offering price, maturity, interest
rate, and redemption provisions, if any, of the Debt Securities, and the
name of each agent, broker-dealer or underwriter, if any, in connection
with the sale of the Debt Securities are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement").
If an agent of the Company or a broker-dealer or underwriter is
involved in the sale of the Debt Securities in respect of which this
Prospectus is being delivered, the agent's commission or broker-dealer's or
underwriter's discount will be set forth in, or may be calculated from, the
Prospectus Supplement. The proceeds to the Company will be the purchase
price in the case of sale through an agent or a broker-dealer and the
public offering price in the case of sale through an underwriter. Net
proceeds to the Company will be the purchase price less commission in the
case of an agent, the purchase price in the case of a broker-dealer and the
public offering price less discount in the case of an underwriter, less, in
each case, other issuance expenses. See "Plan of Distribution" for possible
indemnification arrangements for agents, broker-dealers and underwriters.
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THESE SECURITIES 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 PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is ----------, 1995.
No dealer, salesman or other person has been authorized to give
any information or make any representation, other than those contained in
this Prospectus, including the Prospectus Supplement, in connection with
the offer made by this Prospectus, and, if given or made, any such
information or representation must not be relied upon as having been
authorized by the Company or the agents, broker-dealers or underwriters.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication that there has been no
change in the affairs of the Company since the date hereof. This
Prospectus, including the Prospectus Supplement, does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful
to make such offer or solicitation.
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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. 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 filed with the Commission a Registration Statement on
Form S-3 (including all amendments thereto, the "Registration Statement")
under the Securities Act of 1933, as amended, with respect to the Debt
Securities. As permitted by the rules and regulations of the Commission,
this Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits thereto and to which reference is
hereby made.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference in this Prospectus:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1996; and
(3) the Company's Current Reports on Form 8-K filed on February 29 and
April 26, 1996.
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 Prospectus and prior to the termination of the
offering of the Debt Securities shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, or contained in the accompanying Prospectus Supplement,
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 Prospectus.
A COPY OF THE DOCUMENTS INCORPORATED BY REFERENCE (OTHER THAN EXHIBITS
THERETO) WILL BE FORWARDED WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS 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 (201)455-5067.
THE COMPANY
The Company's operations are conducted under three business segments:
aerospace; automotive; and engineered materials. The Company's products are
used by many major industries, including textiles, construction, plastics,
electronics, automotive, chemicals, housing, telecommunications, utilities,
packaging, military and commercial aviation and aerospace and in
agriculture and 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
201/455-2000.
RATIO OF EARNINGS TO FIXED CHARGES
Six Months
Ended
June 30, Years Ended December 31,
1996 1995 1995 1994 1993 1992 1991
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6.76 6.00 6.18 6.02 4.71 3.27 (0.31)(a)
Ratio of earnings to fixed charges(b).
(a) Includes the effect of a provision for Streamlining and Restructuring
charges as well as gains on asset sales by Union Texas resulting in a
net charge of $838 million (after-tax $615 million, of $2.25 a share).
(b) The ratio of earnings to fixed charges is generally computed by
dividing the sum of net income (excluding the cumulative effect of
accounting changes in 1992 and 1993), income taxes and fixed charges
(net of capitalized interest) less undistributed equity income by
fixed charges. Fixed charges represent gross interest and
amortization of debt discount and expense and the interest factor of
all rentals, consisting of an appropriate interest factor on operating
leases. The ratio also includes the Company's share of the earnings
and fixed charges of significant joint ventures.
USE OF PROCEEDS
Except as may otherwise be disclosed in the Prospectus Supplement, the
net proceeds to be received by the Company from sales of the Debt
Securities will be used for general corporate purposes which may include
working capital, capital expenditures, stock repurchases, repayment of
borrowings and acquisitions.
DESCRIPTION OF DEBT SECURITIES
The following statements are subject to the detailed provisions of the
Indenture dated as of October 1, 1985, as supplemented by the First
Supplemental Indenture dated as of February 1, 1991 and by the Second
Supplemental Indenture dated as of -----------, 1996 (collectively, the
"Indenture") between the Company and the Chase Manhattan Bank (National
Association), as trustee (the "Trustee"). References to particular sections
of the Indenture are noted below.
General
The Company has issued debt securities in the principal amount of
$1,025,500,000 under the Indenture. The Indenture does not limit the amount
of debt securities which may be issued thereunder. The Debt Securities to
which this Prospectus relates will be issued from time to time with
aggregate proceeds of up to $493,000,000 or the equivalent thereof in
foreign denominated currency or composite currencies, and will be offered
to the public on terms determined by market conditions at the time of sale.
The Debt Securities may be issued in one or more series with the same or
various maturities and may be sold at par or at an original issue discount.
Debt Securities sold at an original issue discount may bear no interest or
interest at a rate which is below market rates. The Debt Securities will be
unsecured and issued in fully registered form without coupons or, if
specified in the applicable Prospectus Supplement, in bearer form with
coupons (Sections 301 and 302).
Reference is made to the Prospectus Supplement for the following terms
to the extent they are applicable to the Debt Securities offered hereby:
(i) designation, aggregate principal amount, denomination and currency;
(ii) date of maturity; (iii) currency or currencies for which Debt
Securities may be purchased and currency or currencies in which principal
of and any interest may be payable; (iv) if the currency for which Debt
Securities may be purchased or in which principal of and any interest may
be payable is at the purchaser's election, the manner in which such an
election may be made; (v) interest rate; (vi) the times at which interest
will be payable; (vii) redemption date and redemption price; (viii) federal
income tax consequences; and (ix) any other specific terms of the Debt
Securities.
Covenants Contained in Indenture
The Company will covenant not to issue, assume or guarantee any
indebtedness for borrowed money secured by liens on (a) any property
located in the United States which is (i) in the opinion of the Board of
Directors, a principal manufacturing property or (ii) an oil, gas or
mineral producing property, or (b) any shares of capital stock or
indebtedness of any subsidiary owning such property, without equally and
ratably securing the Debt Securities, subject to certain exceptions
specified in the Indenture. Exceptions include: (1) existing liens on
property of the Company or liens on property of corporations at the time
such corporations become subsidiaries of or are merged with the Company;
(2) liens existing on property when acquired, or incurred to finance the
purchase price thereof; (3) certain liens on property to secure the cost of
exploration, drilling or development of, or improvements on, such property;
(4) certain liens in favor of or required by contracts with governmental
entities; and (5) indebtedness secured by liens otherwise prohibited by
such covenant not exceeding 10% of the consolidated net tangible assets of
the Company and its consolidated subsidiaries. Transfers of oil, gas or
other minerals in place for a period of time until the transferee receives
a specified amount of money or of such minerals or any other transfers
commonly referred to as "production payments," are outside the scope of
this covenant and are thus permitted without restriction. The Company will
also covenant not to enter into any sale and lease-back transaction
covering any property located in the United States which is (i) in the
opinion of the Board of Directors, a principal manufacturing property or
(ii) an oil, gas or mineral producing property, unless (1) the Company
would be entitled under the provisions described above in this paragraph to
incur debt equal to the value of such sale and lease-back transactions,
secured by liens on the property to be leased, without equally securing the
outstanding Debt Securities, or (2) the Company, during the four months
following the effective date of such sale and lease-back transaction,
applies an amount equal to the value of such sale and lease-back
transaction to the voluntary retirement of long-term indebtedness of the
Company or a subsidiary (Sections 101, 1005 and 1006).
Other than as described above and except as may be otherwise specified
in the applicable Prospectus Supplement, the Indenture does not contain
covenants specifically designed to protect Holders in the event of a highly
leveraged transaction involving the Company.
Consolidation, Merger And Sale Of Assets
The Company, without the consent of the Holders of any of the
Outstanding Debt Securities under the Indenture, may consolidate or merge
with or into, or convey, transfer or lease its properties and assets
substantially as an entirety to, any Person which is a corporation,
partnership or trust organized and validly existing under the laws of any
domestic jurisdiction, provided that (1) any successor Person assumes by
supplemental indenture the Company's obligations on the Debt Securities and
under the Indenture and (2) after giving effect to the transaction no Event
of Default, and no event which, after notice or lapse of time, would become
an Event of Default, shall have occurred and be continuing under the
Indenture. (Second Supplemental Indenture, Section ---)
Defeasance Provisions
Defeasance And Discharge. The Indenture provides that, if principal
of and any interest on the Debt Securities are denominated and payable in
United States dollars, the Company will be discharged from any and all
obligations in respect of the Debt Securities (except for certain
obligations to register the transfer or exchange of Debt Securities, to
replace stolen, lost or mutilated Debt Securities, to maintain paying
agencies and to hold moneys for payment in trust) upon the deposit with the
Trustee, in trust, of money, U.S. Government Obligations (as defined) or a
combination thereof, which through the payment of interest and principal
thereof in accordance with their terms will provide money in an amount
sufficient to pay any installment of principal of (and premium, if any) and
interest on and any mandatory sinking fund payments in respect of the Debt
Securities on the Stated Maturity of such payments in accordance with the
terms of the Indenture and such Debt Securities. Such discharge may only
occur if there has been a change in applicable Federal law or the Company
has received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that such a discharge will
not be deemed, or result in, a taxable event with respect to holders of the
Debt Securities; and such discharge will not be applicable to any Debt
Securities then listed on the New York Stock Exchange if the provision
would cause said Debt Securities to be de-listed as a result thereof.
(Section 401) The term "U.S. Government Obligations" is defined to mean
direct obligations of the United States of America, backed by its full
faith and credit. (Section 101)
Defeasance Of Certain Covenants. The Company may omit to comply with
certain restrictive covenants described in Sections 1005 (Limitation on
Mortgages) and 1006 (Limitation on Sale and Lease-Back) of the Indenture.
To exercise such option, the Company must deposit with the Trustee money,
U.S. Government Obligations or a combination thereof, which through the
payment of interest and principal thereof in accordance with their terms
will provide money in an amount sufficient to pay any installment of
principal of (and premium, if any) and interest on and any mandatory
sinking fund payments in respect of the Debt Securities on the Stated
Maturity of such payments in accordance with the terms of the Indenture and
such Debt Securities. The Company will also be required to deliver to the
Trustee an opinion of counsel to the effect that the deposit and related
covenant defeasance will not cause the holders of the Debt Securities to
recognize income, gain or loss for Federal income tax purposes. (Second
Supplemental Indenture, Section ---)
Defeasance And Events Of Default. In the event the Company exercises
its option to omit compliance with certain covenants of the Indenture and
the Debt Securities are declared due and payable because of the occurrence
of any Event of Default, the amount of money and U.S. Government
Obligations on deposit with the Trustee will be sufficient to pay amounts
due on the Debt Securities at the time of their Stated Maturity but may not
be sufficient to pay amounts due on the Debt Securities at the time of the
acceleration resulting from such Event of Default. However, the Company
shall remain liable for such payments.
Modification and Waiver
Other than modifications and amendments not adverse to holders of the
Debt Securities, modifications and amendments of the Indenture and waivers
of compliance with Indenture covenants may be made only with the consent of
the holders of a majority in aggregate principal amount at maturity of the
Debt Securities of each series to be affected outstanding at that time
(voting as a class); provided, however, that the consent of all holders of
each outstanding series of Debt Securities affected thereby will be
required, among other things, to (a) change the stated maturity of such
Debt Securities; (b) reduce the principal amount thereof; (c) reduce the
rate or extend the time of payment of interest, if any, thereon; or (d)
impair the right to institute suit for the enforcement of any such payment
on or after the respective due dates thereof (Section 902). The holders of
not less than a majority in aggregate principal amount at maturity of
outstanding Debt Securities of each series affected thereby may waive any
past default under the Indenture and its consequences, except a default (a)
in the payment of the principal of, premium, if any, or interest, if any,
on such Debt Securities, or (b) in respect of a covenant or provision which
cannot be modified or amended without the consent of all the holders of
each outstanding series of Debt Securities affected thereby (Section 507).
Information Concerning the Trustee
The Chase Manhattan Bank (National Association) ("Chase") is also the
trustee under the indenture under which the Company's Serial Zero Coupon
Bonds Due 1997-2009 are outstanding 9 and is fiscal agent for the Company's
8% Bonds Due May 15, 2006. The Company has a credit agreement with a group
of banks including Chase under which Chase has a commitment of $34 million.
The Company maintains deposit accounts and conducts other banking
transactions with Chase.
Events of Default
Events of Default with respect to any series of Debt Securities under
the Indenture will include: (a) default in payment of any principal on such
series, except for principal due upon sinking fund redemptions; (b) default
in the payment of any installment of interest, if any, 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 Debt Securities of
any default (except in the payment of principal of or interest, if any, on
such series of Debt Securities) if it considers such withholding to be in
the interest of holders of Debt Securities (Section 508). No Event of
Default with respect to a particular series of Debt Securities issued under
the Indenture necessarily constitutes an Event of Default with respect to
any other series of Debt Securities.
On the occurrence of an Event of Default, the Trustee or the holders
of at least 25% in principal amount at maturity of Debt Securities of each
such series then outstanding may declare the principal (or in the case of
Debt Securities 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 Debt Securities will terminate (Sections 401, 501 and 502).
Within 120 days after the end of each fiscal year, certain officers of
the Company are required to inform the Trustee whether they know of any
default, specifying any such default and the nature and status thereof
(Section 1004). 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 Debt Securities unless such holders of Debt Securities shall
have offered to the Trustee reasonable indemnity (Section 603).
Global Securities
The Debt Securities of a series may be issued in whole or in part in
the form of one or more Global Securities that will be deposited with, or
on behalf of, a depositary (the "Depositary") identified in the Prospectus
Supplement relating to such series. Global Securities may be issued in
either registered or bearer form and in either temporary or definitive
form. Unless and until it is exchanged in whole or in part for Debt
Securities in definitive form, a Global Security may not be transferred
except as a whole by the Depositary for such Global Security to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such
nominee to a successor of such Depositary or a nominee of such successor.
Supplemental (Section 302 and First Supplemental Indenture Section 203)
The specific terms of the depositary arrangement with respect to any
Debt Securities of a series will be described in the Prospectus Supplement
relating to such series if other than or in addition to the description
below. The Company anticipates that the following provisions will apply to
all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Debt Securities represented by such
Global Security to the accounts of institutions that have accounts with
such Depositary ("participants"). The accounts to be credited shall be
designated by the underwriters of such Debt Securities, by certain agents
of the Company or by the Company, if such Debt Securities are offered and
sold directly by the Company. Ownership of beneficial interests in a
Global Security will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will
be effected only through, records maintained by the Depositary for such
Global Security or by participants or persons that hold through
participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Such limits and such laws may impair the ability to transfer beneficial
interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is
the owner of such Global Security, such Depositary or such nominee, as the
case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as set forth below, owners
of beneficial interests in a Global Security will not be entitled to have
Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive
physical delivery of Debt Securities of such series in definitive form and
will not be considered the owners or holders thereof under the Indenture
governing such Debt Securities. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the procedures of the
Depositary and, if such person is not a participant, on the procedures of
the participant and, if applicable, the indirect participant, through which
such person owns its interest, to exercise any rights of a holder under the
Indenture.
Principal, premium, if any, and interest payments on Debt Securities
registered in the name of or held by a Depositary or its nominee will be
made to the Depositary or its nominee, as the case may be, as the
registered owner or the holder of the Global Security representing such
Debt Securities. None of the Company, the Trustee for such Debt Securities,
any paying agent or the Security Registrar for such Debt Securities will
have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a
Global Security for such Debt Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depositary for Debt Securities of a
series, upon receipt of any payment of principal, premium or interest in
respect of a definitive Global Security, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global
Security as shown on the records of such Depositary. The Company also
expects that payments by participants to owners of beneficial interests in
such Global Security held through such participants 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 such participants.
If a Depositary for Debt Securities of a series is at any time
unwilling or unable to continue as Depositary and a successor Depositary is
not appointed by the Company within 90 days, the Company will issue Debt
Securities of such series in definitive form in exchange for the Global
Security or Securities representing the Debt Securities of such series. In
addition, the Company may at any time and in its sole discretion determine
not to have any Debt Securities of a series represented by one or more
Global Securities and, in such event, will issue Debt Securities of such
series in definitive form in exchange for the Global Security or Securities
representing such Debt Securities. Further, an owner of a beneficial
interest in a Global Security representing Debt Securities of such series
may, on terms acceptable to the Company and the Depositary for such Global
Security, receive Debt Securities of such series in definitive form. In
any such instance, an owner of a beneficial interest in a Global Security
will be entitled to physical delivery in definitive form of Debt Securities
of the series represented by such Global Security equal in principal amount
to such beneficial interest and to have such Debt Securities registered in
its name (if the Debt Securities of such series are issuable as Registered
Securities). Unless otherwise specified in the applicable Prospectus
Supplement, Debt Securities of such series so issued in definitive form
will be issued as Registered Securities in denominations, unless otherwise
specified by the Company, of $1,000 and integral multiples thereof (Section
306).
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby: (i)
directly to purchasers; (ii) through agents; (iii) to broker-dealers as
principals; and (iv) through underwriters.
Offers to purchase Debt Securities may be solicited directly by the
Company or by agents designated by the Company from time to time. Any such
agent, who may be deemed to be an underwriter as that term is defined in
the Securities Act of 1933 (the "Act"), involved in the offer or sale of
the Debt Securities in respect of which this Prospectus is delivered will
be named, and any commissions payable by the Company to such agent set
forth, in a Prospectus Supplement. Unless otherwise indicated in such
Prospectus Supplement, any such agent will be acting on a best efforts
basis.
If a broker-dealer is utilized in the sale of the Debt Securities in
respect of which this Prospectus is delivered, the Company will sell such
Debt Securities to the dealer, as principal. The dealer may then resell
such Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale.
If an underwriter or underwriters are utilized in the sale, the
Company will enter into an underwriting agreement with such underwriters at
the time of sale to them and the names of the underwriters and the terms of
the transaction will be set forth in a Prospectus Supplement, which will be
used by the underwriters to make resales of the Debt Securities in respect
of which this Prospectus is delivered to the public.
Agents, broker-dealers or underwriters may be entitled under
agreements which may be entered into with the Company to indemnification by
the Company against certain civil liabilities, including liabilities under
the Act, and may be customers of, engage in transactions with or perform
services for the Company in the ordinary course of business.
The place and time of delivery for the Debt Securities in respect of
which this Prospectus is delivered are set forth in the accompanying
Prospectus Supplement.
EXPERTS
The consolidated financial statements of the Company incorporated in
this Prospectus by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995 have been so incorporated in reliance
on the report of Price Waterhouse LLP ("Price Waterhouse"), independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
With respect to the unaudited consolidated financial information of
the Company for the three month periods ended March 31 and the three- and six-
month periods ended June 30, 1996 and 1995, incorporated by reference in
this Prospectus, Price Waterhouse reported that they have applied limited
procedures in accordance with professional standards for a review of such
information. However, their separate reports dated April 22, 1996 and
July 19, 1996 incorporated by reference herein, state 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. Price Waterhouse is not subject
to the liability provisions of section 11 of the Securities Act of 1993 for
their report on the unaudited consolidated financial information because
that report is not a "report" or a "part" of the registration statement
prepared or certified by Price Waterhouse within the meaning of sections 7
and 11 of the Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission Registration Fee..........$170,000
Printing........................................................ *
Accountants' Fees............................................... *
Trustees' Fees.................................................. *
Blue Sky Fees................................................... *
Rating Agency Fees.............................................. *
Miscellaneous Expenses.......................................... *
-------
Total..................................................$ *
-------
-------
- -----------
*Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article ELEVENTH of the Company's Restated Certificate of
Incorporation, each person who is or was a director or officer of the
Company, and each director or officer of the Company who serves or served
any other enterprise or organization at the request of the Company, shall
be indemnified by the Company to the full extent permitted by the Delaware
General Corporation Law.
Under such law, to the extent that such a person is successful on the
merits or otherwise in defense of a suit or proceeding brought against such
person by reason of the fact that such person is or was a director or
officer of the Company, or serves or served any other enterprise or
organization at the request of the Company, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred in connection with such action.
If unsuccessful in defense of a third-party civil suit or a criminal
suit, or if such a suit is settled, such a person shall be indemnified
under such law against both (1) expenses (including attorneys' fees) and
(2) judgments, fines and amounts paid in settlement if such person acted in
good faith and in a manner such person reasonably believed to be in, or not
opposed to, the best interests of the Company, and with respect to any
criminal action, had no reasonable cause to believe such person's conduct
was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) actually
and reasonably incurred in the defense or settlement of such suit if such
person acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the Company except that
if such a person is adjudged to be liable in such suit to the Company, such
person cannot be made whole even for expenses unless the court determines
that such person is fairly and reasonably entitled to indemnity for such
expenses.
In addition, the Company maintains directors' and officers'
reimbursement and liability insurance pursuant to standard form policies.
The risks covered by such policies include certain liabilities under the
securities laws.
ITEM 16. EXHIBITS.
EXHIBIT NO.
- -----------
1 Underwriting Agreement*
4.1 The Company's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 99.1 to the Company's Form
10-Q for the quarter ended March 31, 1993).
4.2 The Company's By-laws, as amended (incorporated by reference to
Exhibit 3(ii) to the Company's Form 10-Q for the quarter ended
March 31, 1996).
4.3 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).
4.4 First Supplemental Indenture dated as of February 1, 1991
between the Company and The Chase Manhattan Bank (National
Association), as Trustee (incorporated by reference to Exhibit 4
to the Company's Form 8-K dated February 1, 1991).
4.5 Second Supplemental Indenture dated as of -----, 1995 between
the Company and The Chase Manhattan Bank (National Association),
as Trustee.*
5 Opinion of Victor P. Patrick, Esq., with respect to the
legality of the securities being registered hereby (filed
herewith).
12 Statement of Computation of the Company's ratio of earnings to
fixed charges (filed herewith).
15 Independent Accountants' Acknowledgment Letter as to the
incorporation of their reports relating to unaudited interim
financial information (filed herewith).
23.1 Consent of Price Waterhouse LLP (filed herewith).
23.2 The consent of Victor P. Patrick, Esq. is contained in his
opinion filed as Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith).
25 Form T-1 Statement of Eligibility and Qualification.*
- ---------
*To be filed by amendment
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(b) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(6) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act, as amended ("Trust Indenture Act") in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Trust Indenture Act.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Signatures
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-3 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 16th day of October, 1996.
ALLIEDSIGNAL INC.
By: /s/ Richard F. Wallman
--------------------
Richard F. Wallman
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
* Director, Chairman of the
- ---------------------------- Board and Chief Executive Officer
(Lawrence A. Bossidy)
*
- ---------------------------- Director
(Hans W. Becherer)
*
- ---------------------------- Director
(Ann M. Fudge)
*
- ---------------------------- Director
(Paul X. Kelley)
*
- ---------------------------- Director
(Robert P. Luciano)
*
- ---------------------------- Director
(Robert B. Palmer)
*
- ---------------------------- Director
(Russell E. Palmer)
*
- ---------------------------- Director
(Ivan G. Seidenberg)
*
- ---------------------------- Director
(Andrew C. Sigler)
*
- ---------------------------- Director
(John R. Stafford)
*
- ---------------------------- Director
(Thomas P. Stafford)
*
- ---------------------------- Director
(Robert C. Winters)
*
- ---------------------------- Director
(Henry T. Yang)
/s/ Richard F. Wallman
- ---------------------------- Senior Vice President and October 16, 1996
(Richard F. Wallman) Chief Financial Officer
(Principal Financial Officer)
/s/ Nancy A. Garvey
- ---------------------------- Vice President and Controller October 16, 1996
(Nancy A. Garvey) (Principal Accounting Officer)
*By: /s/ Nancy A. Garvey
- ---------------------------- October 16, 1996
(Nancy A. Garvey,
Attorney-in-Fact)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Underwriting Agreement*
2 Omitted (inapplicable).
4.1 The Company's Restated Certificate of Incorporation (incorporated
by reference to Exhibit 99.1 to the Company's Form 10-Q for the
quarter ended March 31, 1993).
4.2 The Company's By-laws, as amended (incorporated by reference to
Exhibit 3(ii) to the Company's Form 10-Q for the quarter ended
March 31, 1996).
4.3 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).
4.4 First Supplemental Indenture dated as of February 1, 1991 between
the Company and The Chase Manhattan Bank (National Association),
as Trustee (incorporated by reference to Exhibit 4 to the
Company's Form 8-K dated February 1, 1991).
4.5 Second Supplemental Indenture dated as of -----, 1996 between the
Company and The Chase Manhattan Bank (National Association), as
Trustee.*
5 Opinion of Victor P. Patrick, Esq., with respect to the legality
of the securities being registered hereby (filed herewith).
8 Omitted (inapplicable).
12 Statement of Computation of the Company's ratio of earnings to
fixed charges (filed herewith)
15 Independent Accountants' Acknowledgment Letter as to the
incorporation of their reports relating to unaudited interim
financial information (filed herewith).
23.1 Consent of Price Waterhouse LLP (filed herewith).
23.2 The consent of Victor P. Patrick, Esq. is contained in his opinion
filed as Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith).
25 Form T-1 Statement of Eligibility and Qualification.*
26 Omitted (inapplicable).
27 Omitted (inapplicable).
28 Omitted (inapplicable).
99 Omitted (inapplicable).
-----------------------
*To be filed by amendment
EXHIBIT 5
Board of Directors
AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962
Ladies and Gentlemen:
I am an Associate General Counsel of AlliedSignal Inc., a Delaware
corporation (the "Company"). The Company proposes to issue from time to time
up to U.S. $600,000,000 aggregate principal amount of debt securities (the
"Debt Securities") pursuant to a Registration Statement on Form S-3 (the
"Registration Statement"). The Debt Securities of the Company will be
issued under an Indenture (as supplemented by the First Supplemental
Indenture and the Second Supplemental Indenture, the "Indenture") in the
form filed as Exhibits 4.3, 4.4 and 4.5 to the Registration Statement.
I have examined such documents, including resolutions of the Board of
Directors of the Company adopted on September 29, 1995 (the "Resolutions"),
and have reviewed such questions of law, as I have considered necessary and
appropriate for the purposes of the opinions set forth below.
In rendering the opinions set forth below, I have assumed the authenticity of
all documents submitted to me as originals, the genuineness of all
signatures and the conformity to authentic originals of all documents
submitted to me as copies. I have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all
requisite action (corporate or otherwise), executed and delivered by such
parties and that such agreements or instruments are the valid, binding, and
enforceable obligations of such parties. As to questions of fact material to
this opinion, I have relied upon certificates of officers of the Company and
of public officials. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.
Based on the foregoing, I am of the opinion that, when the specific terms of
a series of Debt Securities of the Company have been specified in (i) an
Officer's Certificate of the Company which has been executed and delivered
to the Trustee by an officer of the Company authorized to do so by the
Resolutions, and (ii) if applicable, in a supplemental indenture, such series
of Debt Securities will have been duly authorized by all requisite corporate
action and, when executed and authenticated as specified in the Indenture
and delivered against payment therefor pursuant to the terms described in the
Registration Statement and as specified by an officer of the Company
authorized to do so by the Resolutions, will constitute valid and binding
obligations of the Company, enforceable in accordance with the terms of such
series.
The opinion set forth above is subject to the following qualifications
and exceptions:
(a) The opinion is subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar law of general
application affecting creditors' rights.
(b) The opinion is subject to the effect of general principles of equity,
including (without limitation) concepts of materiality, reasonableness, good
faith and fair dealing, and other similar doctrines affecting the
enforceability of agreements generally (regardless of whether considered in
a proceeding in equity or at law).
(c) In rendering the opinions set forth above, I have assumed that, at
the time of the authentication and delivery of a series of Debt Securities,
the Resolutions will not have been modified or rescinded, there will not have
occurred any change in the law affecting the authorization, execution,
delivery, validity or enforceability of such series of Debt Securities, the
Registration Statement will have been declared effective by the Commission
and will continue to be effective, none of the particular terms of such
series of Debt Securities will violate any applicable law and neither the
issuance and sale thereof nor the compliance by the Company with the terms
thereof will result in a violation of any agreement or instrument then
binding upon the Company or any order of any court or governmental body
having jurisdiction over the Company.
(d) As of the date of this opinion, a judgment for money in an action
based on a Debt Security denominated in a foreign currency or currency unit
in a federal or State court in the United States ordinarily would be
enforced in the United States only in United States dollars. The date used
to determine the rate of conversion into United States dollars of the foreign
currency or currency unit in which a particular Debt Security is
denominated will depend on various factors, including which court renders the
judgment. Under Section 27 of the New York Judiciary Law, a state court in
the State of New York rendering a judgment on a Debt Security would be
required to render such judgment in the foreign currency or currency unit in
which such Debt Security is denominated, and such judgment would be converted
into United States dollars at the exchange rate prevailing on the date of
entry of the judgment.
My opinion expressed above is limited to the laws of the State of New York,
the Delaware General Corporation Law and the federal laws of the United States
of America, and I express no opinion as to the laws of any other jurisdiction.
I hereby consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ VICTOR P. PATRICK, ESQ.
- ----------------------------
Victor P. Patrick, Esq.
Dated: October 16, 1996
Exhibit 12
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EXCLUDING CUMULATIVE EFFECTS OF ACCOUNTING CHANGES
(Dollars in millions)
Six Months
Ended
June 30, YEAR ENDED DECEMBER 31,
----------- --------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
Determination
of Earnings:
Income from continuing
operations..............$521 $473 $963 $817 $712 $595 $(247)(a)
Income taxes............. 293 233 411 375 276 183 (102)(b)
Fixed charges............ 126 120 229 208 220 283 325
Less: Equity income -
net of distributions....(14) (34) (59) (10) (34) (47) (84)
----- ----- ----- ----- ----- ----- ------
Total earnings,
as defined..........$926 $792 $1,544 $1,390 $1,174 $1,014 $(108)
===== ===== ===== ===== ===== ===== ======
Fixed Charges:
Rents(c).................$24 $28 $51 $57 $54 $55 $59
Interest and other
financial charges.......102 92 178 151 166 228 266
----- ----- ----- ----- ----- ----- -----
Fixed charges............126 120 229 208 220 283 325
Capitalized interest..... 11 12 21 23 29 27 26
----- ----- ----- ----- ----- ----- -----
Total fixed charges....$137 $132 $250 $231 $249 $310 $351
===== ===== ===== ===== ===== ===== =====
Ratio of Earnings to
Fixed Charges:..........6.76 6.00 6.18 6.02 4.71 3.27 (0.31)
===== ===== ===== ===== ===== ===== =====
(a) Includes the effect of a provision for Streamlining and Restructuring
charges as well as gains on asset sales by Union Texas resulting in a
net after-tax charge of $615 million.
(b) Includes a tax benefit of $223 million related to (a) above.
(c) Denotes the equivalent of an appropriate portion of rentals
representative of the interest factor (one-third) on all rentals other
than for capitalized leases.
Exhibit 15
October 16, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Dear Ladies and Gentlemen:
We are aware that AlliedSignal Inc. has incorporated by reference our
reports dated April 22, 1996 and July 19, 1996 (issued pursuant to the
provisions of Statement on Auditing Standards No. 71) in the Prospectus
constituting part of its Registration Statement on Form S-3 to be filed
on or about October 16, 1996. We are also aware of our responsibilities
under the Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated February 1, 1996, which appears on
page 38 of the 1995 Annual Report to Shareowners of AlliedSignal
Inc. (the "Company"), which is incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December
31, 1995. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
Price Waterhouse LLP
Morristown, New Jersey
October 16, 1996
POWER OF ATTORNEY
I, Lawrence A. Bossidy, Chairman and Chief Executive Officer
and a director of AlliedSignal Inc., a Delaware corporation (the
"Company"), hereby appoint Peter M. Kreindler, Richard F. Wallman, G.
Peter D'Aloia and Nancy A. Garvey, 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 an officer or
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 on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $600 million;
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $600 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Lawrence A. Bossidy
-----------------------
Lawrence A. Bossidy
Dated: September 29, 1995
POWER OF ATTORNEY
I, Hans W. Becherer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and
Nancy A. Garvey, 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 on Form S-3 or
other appropriate form for the registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock intoich may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $600 million;
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $600 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Hans W. Becherer
--------------------
Hans W. Becherer
Dated: September 29, 1995
POWER OF ATTORNEY
I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Peter M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and Nancy A.
Garvey, 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 on Form S-3 or
other appropriate form for the registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $600 million;
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $600 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon
exercise thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Ann M. Fudge
----------------
Ann M. Fudge
Dated: September 29, 1995
POWER OF ATTORNEY
I, Paul X. Kelley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and
Nancy A. Garvey, 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 on Form S-3 or
other appropriate form for the registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $600 million;
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $600 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Paul X. Kelley
------------------
Paul X. Kelley
Dated: September 29, 1995
POWER OF ATTORNEY
I, Robert P. Luciano, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and
Nancy A. Garvey, 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 on Form S-3 or
other appropriate form for the registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $600 million;
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $600 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Robert P. Luciano
---------------------
Robert P. Luciano
Dated: September 29, 1995
POWER OF ATTORNEY
I, Robert B. Palmer, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and Nancy A. Garvey,
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 on Form S-3 or other appropriate form for the registration of:
(i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or
equity securities of the Company, its subsidiaries, joint ventures or
affiliates or another person or entity, provided the number of shares
of the Company's Common Stock into or for which such debt securities
may be converted or exchanged or which may be issued upon exercise of
such warrants shall not exceed 33,400,000, as adjusted for stock
splits and dividends) with aggregate proceeds not to exceed $600 million
(or the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt securities of
its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities
or property of the Company) with proceeds not to exceed $600 million;
(iii) debt securities, Common Stock or preferred stock of
the Company or warrants to purchase such securities to be issued in
exchange for debt or equity securities of the Company, its subsidiaries,
joint ventures or affiliates with an aggregate principal amount,
liquidation preference or value not to exceed $600 million;
(iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable
or which may be issued upon exercise thereof; and
(v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions not requiring specific
authorization by the Board of Directors, not to exceed in any one
transaction the lesser of (1) two percent of the Common Stock of the
Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares
having a market value of $200,000,000, and any warrants to purchase
such shares,
granting to each such attorney full power and authority to perform every
act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact
to sign the above-described documents.
/s/ Robert B. Palmer
-------------------------
Robert B. Palmer
Dated: October 2, 1995
POWER OF ATTORNEY
I, Russell E. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and
Nancy A. Garvey, 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 on Form S-3 or
other appropriate form for the registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $600 million;
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $600 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Russell E. Palmer
---------------------
Russell E. Palmer
Dated: September 29, 1995
POWER OF ATTORNEY
I, Ivan G. Seidenberg, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and
Nancy A. Garvey, 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 on Form S-3
or other appropriate form for the registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $600 million;
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $600 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Ivan G. Seidenberg
----------------------
Ivan G. Seidenberg
Dated: September 29, 1995
POWER OF ATTORNEY
I, Andrew C. Sigler, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and
Nancy A. Garvey, 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 on Form S-3 or
other appropriate form for the registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $600 million;
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $600 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon
exercise thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Andrew C. Sigler
--------------------
Andrew C. Sigler
Dated: September 29, 1995
POWER OF ATTORNEY
I, John R. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and
Nancy A. Garvey, 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 on Form S-3
or other appropriate form for the registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $600 million;
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $600 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ John R. Stafford
--------------------
John R. Stafford
Dated: September 29, 1995
POWER OF ATTORNEY
I, Thomas P. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and
Nancy A. Garvey, 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 on Form S-3 or
other appropriate form for the registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $600 million;
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $600 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Thomas P. Stafford
----------------------
Thomas P. Stafford
Dated: September 29, 1995
POWER OF ATTORNEY
I, Robert C. Winters, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and
Nancy A. Garvey, 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 on Form S-3 or
other appropriate form for the registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $600 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $600 million;
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $600 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction the lesser of (1) two percent of the
Common Stock of the Company issued and outstanding at the end of
the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000,
and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
/s/ Robert C. Winters
---------------------
Robert C. Winters
Dated: September 29, 1995
POWER OF ATTORNEY
I, Henry T. Yang, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, G. Peter D'Aloia and Nancy A. Garvey,
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 on Form S-3 or other appropriate form for the registration of:
(i) debt securities of the Company (which may be convertible into or
exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates
or another person or entity, provided the number of shares of the Company's
Common Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants shall not
exceed 33,400,000, as adjusted for stock splits and dividends) with
aggregate proceeds not to exceed $600 million (or the equivalent thereof in
any foreign currency), any accompanying warrants and any guarantees by the
Company of such debt securities of its subsidiaries, joint ventures or
affiliates;
(ii) preferred stock of the Company (which may be convertible into or
redeemable or exchangeable for Common Stock or other securities or property
of the Company) with proceeds not to exceed $600 million;
(iii) debt securities, Common Stock or preferred stock of the Company
or warrants to purchase such securities to be issued in exchange for debt or
equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $600 million;
(iv) any securities into or for which any of the securities specified
in clauses (i), (ii), or (iii) are convertible or exchangeable or which may
be issued upon exercise thereof; and
(v) shares of Common Stock of the Company sold or otherwise disposed
of to carry out transactions not requiring specific authorization by the
Board of Directors, not to exceed in any one transaction the lesser of (1)
two percent of the Common Stock of the Company issued and outstanding at
the end of the preceding fiscal year, as adjusted for stock splits and stock
dividends, or (2) shares having a market value of $200,000,000, and any
warrants to
purchase such shares, granting to each such attorney full power and authority
to perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to
sign the above-described documents.
/s/ Henry T. Yang
--------------------
Henry T. Yang
Dated: September 1, 1996