Filed pursuant to
Rule 424(b)(3)
Under the Securities Act
of 1933 (Reg. No. 333-68847).
PROSPECTUS
283,423 Shares
[Logo]
AlliedSignal Inc.
Common Stock, Par Value $1.00 Per Share
__________
This prospectus relates to the offering for resale of 283,423 shares
of Common Stock, par value $1.00 per share, of AlliedSignal Inc., a
Delaware corporation ("AlliedSignal" or the "Company", which may be
referred to as "we" or "us"). All of the Common Stock being registered
may be offered and sold from time to time by certain selling stockholders
of AlliedSignal. See "Selling Stockholders" and "Manner of Offering".
AlliedSignal will not receive any proceeds from the sale of the Common
Stock by the selling stockholders.
Our Common Stock is listed on the New York, Chicago and Pacific
stock exchanges under the symbol "ALD". On December 18, 1998, the last
reported sales price for the Common Stock was $43 1/8 per share.
__________
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
__________
The date of this prospectus is December 21, 1998.
TABLE OF CONTENTS
Page
Forward-Looking Statements 2
Where You Can Find More Information About AlliedSignal 3
Incorporation of Information We File With the SEC 3
AlliedSignal Inc. 4
Description of Common Stock 4
Selling Stockholders 7
Manner of Offering 8
Legal Matters 9
Experts 9
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You should rely only on the information incorporated by reference or
provided in this prospectus. We have authorized no one to provide you
with different information. These securities are not being offered in any
state where such offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the
date on the front page of the prospectus.
---------------
FORWARD-LOOKING STATEMENTS
This prospectus, including information incorporated herein, contains
forward-looking statements. We have based these forward-looking
statements on our current expectations and projections of future events.
These forward-looking statements are subject to risks, uncertainties and
assumptions, including those related to:
- Domestic and global economic conditions;
- Competitive factors and responses to our marketing initiatives;
- Successful development and market introduction of new products;
- Our ability to successfully integrate acquisitions and to make
divestitures;
- Changes in laws and regulations, including taxes; and
- Unstable governments and business conditions in foreign countries.
We undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events
or otherwise. In light of these risks, uncertainties and assumptions,
these forward-looking events discussed in this prospectus, including
information incorporated herein, might not occur.
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WHERE YOU CAN FIND MORE INFORMATION
ABOUT ALLIEDSIGNAL
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we
file at the SEC's public reference rooms in the following locations:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, DC 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.
You should also be able to inspect reports, proxy statements and
other information about AlliedSignal at the offices of the New York Stock
Exchange Inc., 20 Broad Street, New York, NY 10005; the Chicago Stock
Exchange, One Financial Place, 440 South LaSalle Street, Chicago, IL
60605; and the Pacific Exchange, 301 Pine Street, San Francisco, CA
94104.
INCORPORATION OF INFORMATION WE FILE
WITH THE SEC
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information filed with the SEC after the date of this
prospectus will update and supersede information on file with the SEC as
of the date of this prospectus. We incorporate by reference each of the
documents listed below and any future filings made with the SEC under
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until our offering is completed:
-Annual Report on Form 10-K for the year ended December 31, 1997;
-Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 1998;
-Current Reports on Form 8-K filed on January 15, February 2,
February 5,February 18, February 23, March 18, April 22, April 28,
May 20, May 29, June 18, August 6 and October 21, 1998.
You may request a copy of these filings, at no cost, by writing to
or telephoning us at the following address:
Office of the Secretary
AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962
973-455-5067.
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ALLIEDSIGNAL INC.
AlliedSignal is an advanced technology and manufacturing company
serving customers worldwide with aerospace and automotive products,
chemicals, fibers, plastics and advanced materials. AlliedSignal is
organized into twelve strategic business units reporting results of
operations in the following five business segments: Aerospace Systems,
Specialty Chemicals & Electronic Solutions, Turbine Technologies,
Performance Polymers and Transportation Products.
Aerospace Systems includes Aerospace Equipment Systems (environmental
control systems; engine and fuel controls; power systems; aircraft lighting;
and aircraft wheels and brakes); Electronic & Avionics Systems (flight
safety, communications, navigation, radar and surveillance systems; and
advanced systems and instruments); Aerospace Marketing, Sales & Service
(repair and overhaul services; hardware; logistics; and management and
technical services); and Federal Manufacturing & Technologies (government
services).
Specialty Chemicals & Electronic Solutions includes Specialty Chemicals
(fluorine-based products; pharmaceutical and agricultural chemicals;
specialty waxes, adhesives and sealants; and process technology); and
Electronic Materials (insulation materials for integrated circuitry; copper-
clad laminates for printed circuit boards; advanced chip packaging; and
amorphous metals).
Turbine Technologies includes Aerospace Engines (auxiliary power units;
and propulsion engines); and Turbocharging Systems (turbochargers; charge-
air coolers; and portable power systems).
Performance Polymers includes the Polymers unit (fibers; plastics
resins; specialty films; and intermediate chemicals).
Transportation Products includes the Automotive Products Group (car
care products including anti-freeze, filters, spark plugs, cleaners, waxes
and additives); Friction Materials (friction braking components); and Truck
Brake Systems (air brake and anti-lock braking systems).
AlliedSignal is a Delaware corporation with its principal executive
offices located at 101 Columbia Road, Morris Township, NJ 07962. Our
telephone number is (973) 455-2000.
DESCRIPTION OF COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
1,000,000,000 shares of Common Stock. As of September 30, 1998, we had
issued 716,457,484 shares of Common Stock (including 156,407,404 shares held
in treasury) and had reserved approximately 69,205,947 shares of Common
Stock for issuance under various employee or director incentive,
compensation and option plans.
The Bank of New York is the transfer agent and registrar for the Common
Stock. Shares of Common Stock are listed on the New York, Chicago and
Pacific stock exchanges and trade under the symbol "ALD".
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The following summary is not complete. You should refer to the
applicable provisions of the Company's Restated Certificate of Incorporation
(its "Charter") and By-laws and to the Delaware General Corporation Law (the
"DGCL") for a complete statement of the terms and rights of the Common
Stock.
Dividends. Holders of Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors, out of funds legally
available for their payment (subject to the rights of holders of any
preferred stock).
Voting Rights. A holder of Common Stock is entitled to one vote per
share. Subject to the rights of the holders of any preferred stock pursuant
to applicable law or the provision of the Certificate of Designations
creating that series, all voting rights are vested in the holders of Common
Stock. Holders of shares of Common Stock have noncumulative voting rights,
which means that the holders of more than 50% of the shares voting for the
election of directors can elect 100% of the directors.
Rights Upon Liquidation. In the event of our voluntary or involuntary
liquidation, dissolution or winding up, the holders of Common Stock will be
entitled to share equally in any of our assets available for distribution
after the payment in full of all debts and distributions and after the
holders of any outstanding preferred stock have received their liquidation
preferences in full.
Other Rights. The issued and outstanding shares of Common Stock are
fully paid and nonassessable. Holders of Common Stock are not entitled to
preemptive rights. Shares of Common Stock are not convertible into shares of
any other class of capital stock. If we merge or consolidate with or into
another company and as a result our Common Stock is converted into or
exchangeable for other securities or property (including cash), all holders
of Common Stock will be entitled to receive the same kind and amount of such
consideration for each share of Common Stock.
Possible Anti-Takeover Provisions. The Company's Charter and By-laws
provide:
- for a board of directors that is divided into three classes as nearly
equal in number as is possible, with the term of one class expiring at
the annual meeting in each year;
- that the board of directors may establish the number of seats on the
board, subject to the right of preferred stock holders to elect
directors in certain circumstances and shareowners' rights to set the
number of seats upon the vote of holders of 80% of the outstanding
shares of Common Stock;
- that vacancies on the board of directors other than at the annual
meeting are filled by a vote of the remaining directors;
- that special meetings of shareowners generally may be called only by
the Chief Executive Officer or by a majority of the authorized number
of directors;
- that action may be taken by shareowners only at annual or special
meetings and not by written consent;
- that advance notice must be given to the Company for a shareowner to
nominate directors for election at a shareowner meeting;
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- that the following actions require approval by holders of 80% of the
outstanding shares entitled to vote:
- The removal for cause of directors at other than the expiration
of their terms.
- The amendment or repeal of the Company's Charter and/or By-law
provisions relating to the classified board or directors, the
number of seats on the board of directors, the filling of board
vacancies, removal of directors for cause, calling of special
meetings of shareowners, prohibition of shareowner action by
written consent and amendment or repeal of provisions requiring an
80% vote of shareowners.
Any of these provisions could delay, deter or prevent a tender offer or
takeover attempt of the Company.
Our Charter permits us to issue up to 20 million shares of preferred
stock with terms set by our board of directors or a committee of the board.
Such preferred stock could have terms that could delay, deter or prevent a
tender offer or takeover attempt of the Company.
Under Section 203 of the DGCL, an acquirer of 15% or more of our shares
of stock must wait three years before a business combination with us unless
one of the following exceptions is available:
- approval by our board of directors prior to the time the acquirer
became a 15% shareowner of the Company;
- acquisition of at least 85% of our voting stock in the transaction
in which the acquirer became a 15% shareowner of the Company; or
- approval of the business combination by our board of directors and
at least two-thirds of our disinterested shareowners.
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SELLING STOCKHOLDERS
The following table sets forth certain information, as of December 11,
1998, with respect to Common Stock beneficially owned and being offered by
the stockholders listed below (the "Selling Stockholders"). All the shares
of Common Stock offered hereby (the "Offered Common Stock") were issued to
or for the benefit of the stockholders of Clean Link, Inc., a California
corporation ("Clean Link"), in a merger of Clean Link into one of our
subsidiaries. The merger was effected pursuant to an Agreement and Plan of
Merger and Reorganization dated October 21, 1998 between Clean Link and us
and one of our wholly owned subsidiaries (the "Acquisition Agreement"). The
shares of Offered Common Stock are being registered pursuant to registration
rights granted the Selling Stockholders in connection with our acquisition
of Clean Link.
Shares of Shares of
Common Stock Offered
Beneficially Common
Name Owned (1) Stock (2)
---- ------------- -------------
Randy R. LeClaire (3) 55,675 55,675
Khalid Makhamreh (4) 55,675 55,675
Jeffrey Miller (5) 55,675 55,675
Adel George Tannous (6) 55,675 55,675
William E. McGeever (7) 48,749 48,749
Timothy L. Evans (8) 5,566 5,566
Paul E. Lewis (9) 4,175 4,175
Amy M. Irwen (10) 2,233 2,233
- --------
(1) Less than 1% of Common Stock outstanding.
(2) Assumes all shares of Offered Common Stock are sold in this offering.
There is no assurance that the Selling Stockholders will sell any or all
of the shares of Offered Common Stock. If all shares of Offered Common
Stock are sold by the Selling Stockholders, none of the Selling
Stockholders would own shares of Common Stock after such sale based on
their holdings as of December 11, 1998.
(3) Includes 15,907 shares of Common Stock held in escrow subject to
certain contingencies in connection with the Acquisition Agreement.
(4) Includes 15,907 shares of Common Stock held in escrow subject to
certain contingencies in connection with the Acquisition Agreement.
(5) Includes 15,907 shares of Common Stock held in escrow subject to
certain contingencies in connection with the Acquisition Agreement.
(6) Includes 15,907 shares of Common Stock held in escrow subject to
certain contingencies in connection with the Acquisition Agreement.
(7) Includes 15,907 shares of Common Stock held in escrow subject to
certain contingencies in connection with the Acquisition Agreement.
(8) Includes 1,590 shares of Common Stock held in escrow subject to certain
contingencies in connection with the Acquisition Agreement.
(9) Includes 1,193 shares of Common Stock held in escrow subject to certain
contingencies in connection with the Acquisition Agreement.
(10) Includes 799 shares of Common Stock held in escrow subject to certain
contingencies in connection with the Acquisition Agreement.
All of the Selling Stockholders have become employees of AlliedSignal
or its subsidiaries following our acquisition of Clean Link. In connection
with such employment, we have entered into retention arrangements with the
Selling Stockholders providing incentives for them to continue working at
AlliedSignal.
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MANNER OF OFFERING
The shares of Offered Common Stock may be sold from time to time by the
Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest. Such sales may be made on one or more stock
exchanges or in the over-the-counter market or otherwise. Such sales may be
made at prices and at terms then prevailing on such markets or at prices
related to the then current market price, or in negotiated transactions. The
shares of Offered Common Stock may be sold in one or more of the following:
- a block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by such broker-
dealer for its account pursuant to this prospectus;
- an exchange distribution in accordance with the rules of such
exchange; and
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
In effecting sales, broker-dealers engaged by the Selling Stockholders
may arrange for other broker-dealers to participate in resales.
In connection with distribution of the shares of Offered Common Stock
or otherwise, the Selling Stockholders may enter into hedging transactions
with broker-dealers. In connection with such transactions, broker-dealers
may engage in short sales of shares of Common Stock in the course of hedging
the positions they assume with the Selling Stockholders. The Selling
Stockholders may also sell shares of Common Stock short and deliver shares
of Offered Common Stock to close out such short positions. The Selling
Stockholders may also enter into option or other transactions with broker-
dealers which require the delivery to the broker-dealer of shares of Offered
Common Stock, which the broker-dealer may resell or otherwise transfer
pursuant to this prospectus. The Selling Stockholder may also lend or pledge
the shares of Offered Common Stock to a broker-dealer and the broker-dealer
may sell the shares of Common Stock so lent or upon default the broker-
dealer may effect sales of the pledged shares pursuant to this prospectus.
The Selling Stockholders may also pledge shares of Offered Common Stock to a
lender other than a broker-dealer, and upon default such lender may sell the
shares of Common Stock so pledged pursuant to this prospectus. The Selling
Stockholders may also contribute or sell shares of Offered Common Stock to
trusts or other entities for the benefit of the contributing Selling
Stockholder and members of his or her family.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the Selling Stockholders in
amounts to be negotiated in connection with the sale of Offered Common
Stock. Such broker-dealers and any other participating broker-dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933
in connection with such sales. Any such commission, discount or concession
may be deemed to be underwriting discounts or commissions under the
Securities Act. In addition, any securities covered by the prospectus which
qualify for sale under Rule 144 under the Securities Act may be sold
pursuant to Rule 144 rather than pursuant to this prospectus.
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All costs, expenses and fees in connection with the registration of the
Offered Common Stock shall be borne by us. Commissions and discounts, if
any, attributable to the sales of shares of Offered Common Stock will be
borne by the Selling Stockholders. The Selling Stockholders may agree to
indemnify any broker-dealer or agent that participates in transaction
involving sales of Offered Common Stock against certain liabilities,
including liabilities arising under the Securities Act. We have agreed to
indemnify the Selling Stockholders against certain liabilities in connection
with the offering of the Offered Common Stock, including liabilities arising
under the Securities Act .
LEGAL MATTERS
The validity of the shares of Offered Common Stock have been passed
upon for us by J. Edward Smith, Senior Counsel, Corporate and Finance, of
AlliedSignal. Mr. Smith beneficially owns shares of our Common Stock and has
options to acquire additional shares of Common Stock granted under our
option plans.
EXPERTS
The audited financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31,
1997 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP ("PwC"), independent accountants, given on the
authority of that 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, the three- and six-
month periods ended June 30, and the three- and nine-month periods ended
September 30, 1998 and 1997, incorporated by reference in this prospectus,
PwC 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, 1998, August 7, 1998 and November 4, 1998
incorporated by reference in this prospectus, state that they did not audit
and did not express an opinion on that unaudited financial information. PwC
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. PwC is not subject to the liability provisions of section 11 of
the Act 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 PwC within the meaning of sections 7 and
11 of the Act.
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