As filed with the Securities and Exchange Commission on July 22, 1999.
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
AlliedSignal Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2640650
(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification Number)
P.O. Box 4000
Morristown, New Jersey 07962-2497
(Address of Principal Executive Offices) (Zip Code)
______________________
1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates
(Full title of the plan)
______________________
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)
(973) 455-2000
(Telephone number, including area code of agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered share (1) price (1) fee (1)
Common Stock, par 28,123,477 sh. $30.7704 $865,370,637
value $1.00 per share 10,000,000 sh. $64.8438 $648,438,000 $420,839
(1) Estimated in accordance with Rule 457(h) of the Act, solely
for the purpose of calculating the registration fee. $30.7704
represents the weighted average option price for shares of common
stock covered by options outstanding on July 19, 1999 and
$64.8438 represents the average of the high and low sales prices
of common stock on the New York Stock Exchange Composite Tape on
July 21, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates
as specified by Rule 428(b)(1) promulgated by the SEC under the
Securities Act of 1933.
Such document(s) are not being filed with the SEC, but
constitute (along with the documents incorporated by reference
into this registration statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by AlliedSignal Inc.
with the SEC and are incorporated herein by reference:
(a) AlliedSignal's Annual Report on Form 10-
K for the year ended December 31, 1998;
(b) AlliedSignal's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999;
(c) AlliedSignal's Current Reports on Form 8-K filed on June
8, 1999, as amended on Form 8-K/A filed on July 16, 1999,
and on July 16, 1999;
(d) the description of AlliedSignal's common
stock set forth in AlliedSignal's Registration Statement
on Form 8-B filed on August 16, 1985.
All documents filed by AlliedSignal pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this registration statement and prior to
completion of the offering of the securities registered under
this registration statement shall be incorporated by reference in
this registration statement from the date of filing of such
documents. Any statement contained in a document incorporated by
reference in this registration statement shall be modified or
superseded for purposes of this registration statement to the
extent that a statement contained in this registration statement
or in a subsequently filed document which also is incorporated by
reference in this registration statement modifies or supersedes
the earlier statement.
AlliedSignal's consolidated financial statements incorporated
in this registration statement by reference to AlliedSignal's
Annual Report on Form 10-K for the year ended December 31, 1998
have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given upon
their authority as experts in auditing and accounting.
With respect to the unaudited consolidated financial
information of AlliedSignal for the three-month periods ended
March 31, 1999 and 1998 incorporated by reference in this
registration statement, PricewaterhouseCoopers LLP reported that
they have applied limited procedures in accordance with
professional standards for a review of such information.
However, their separate report dated May 13, 1999 incorporated by
reference in this registration statement, states that they did
not audit and they do not express an opinion on that unaudited
consolidated financial information. 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.
PricewaterhouseCoopers LLP is not subject to the liability
provisions of Section 11 of the Securities 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 PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Securities Act.
Item 4. Description of Securities
The securities to be offered are registered under Section
12(b) of the Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel
The legality of the common stock offered hereby has been
passed upon by J. Edward Smith, Assistant General Counsel,
Corporate and Finance, of AlliedSignal. Mr. Smith beneficially
owns shares of AlliedSignal common stock and has options to
purchase shares of AlliedSignal common stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (DGCL)
provides that a corporation may indemnify directors and officers
as well as other employees and individuals against expenses
(including attorneys' fees), judgments, fines, and amounts paid
in settlement in connection with specified actions, suits,
proceedings whether civil, criminal, administrative, or
investigative (other than action by or in the right of the
corporation -a "derivative action"), if they acted in good faith
and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard is applicable in
the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such action, and the
statute requires court approval before there can be any
indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is
not exclusive or other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote,
shareowner vote, agreement, or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to
provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation
or its shareowners for monetary damages for breach of fiduciary
duty as a director, except for liability for (i) any breach of
the director's duly of loyalty to the corporation or its
shareowners, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(iii) payment of unlawful dividends or unlawful stock purchases
or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Under Article ELEVENTH of AlliedSignal's Restated Certificate
of Incorporation, each person who is or was a director or officer
of AlliedSignal, and each director or officer of AlliedSignal who
serves or served any other enterprise or organization at the
request of AlliedSignal, shall be indemnified by AlliedSignal to
the full extent permitted by the DGCL.
Under the DGCL, 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 AlliedSignal, or serves
or served any other enterprise or organization at the request of
AlliedSignal, 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 AlliedSignal, 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 AlliedSignal, 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 AlliedSignal except that if
such person is adjudged to be liable in such suit to
AlliedSignal, 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, AlliedSignal 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 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit
No. Description
_______ ____________
4.1 AlliedSignal's Restated Certificate of
Incorporation (incorporated by reference to Exhibit
3(i) to AlliedSignal's Form 10-Q for the quarter ended
March 31, 1997).
4.2 AlliedSignal's By-laws, as amended (incorporated by
reference to Exhibit 3(ii) to AlliedSignal's Form 10-Q for the
quarter ended March 31, 1996).
5 Opinion of J. Edward Smith, Esq., with respect to the
legality of the securities being registered hereby
(filed herewith).
15 Independent Accountants' Acknowledgment Letter as to
the incorporation of their report relating
to unaudited interim financial information (filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 The consent of J. Edward Smith, Esq. is contained in
his opinion filed as Exhibit 5 to this registration
statement.
24 Powers of Attorney (filed herewith).
Item 9. 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.
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement.
(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 (i) and (ii) above
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 Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act, and
each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange Act, 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act 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 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 and will be governed by the final
adjudication of such issue.
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-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Township of Morris, State of New Jersey, on the 22nd day of
July, 1999.
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
(Lawrence A. Bossidy) Board and Chief Executive
Officer
*
____________________________ Director
(Hans W. Becherer)
*
_____________________________ Director
(Marshall N. Carter)
*
_____________________________ Director
(Ann M. Fudge)
*
____________________________ Director
(Robert P. Luciano)
*
____________________________ Director
(Robert B. Palmer)
*
_____________________________ Director
(Russell E. Palmer)
*
_____________________________ Director
(Frederic M. Poses)
*
_____________________________ 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 July 22, 1999
(Richard F. Wallman) Chief Financial Officer
(Principal Financial Officer)
/s/ Richard J. Diemer, Jr. Vice President and July 22, 1999
______________________________ Controller (Principal
(Richard J. Diemer, Jr.) Accounting Officer)
*By: /s/ Peter M. Kreindler
______________________
(Peter M. Kreindler, July 22, 1999
Attorney-in-Fact)
EXHIBIT INDEX
Exhibit
No. Description Page
______ ___________ _____
4.1 AlliedSignal's Restated Certificate of
Incorporation (incorporated by reference to
Exhibit 3(i) to AlliedSignal's Form 10-Q for the
quarter ended March 31, 1997).
4.2 AlliedSignal's By-laws, as amended (incorporated
by reference to Exhibit 3(ii) to AlliedSignal's
Form 10-Q for the quarter ended March 31, 1996).
5 Opinion of J. Edward Smith, Esq., with respect to the
legality of the securities being registered hereby (filed
herewith).
15 Independent Accountants' Acknowledgment Letter as
to the incorporation of their report relating to
unaudited interim financial information (filed
herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 The consent of J. Edward Smith, Esq. is contained in his
opinion filed as Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith).
Exhibit 5
AlliedSignal Inc.
Law Department
P.O. Box 2245
Morristown, NJ 07962-2245
July 22, 1999
AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962
Ladies and Gentlemen:
As Assistant General Counsel, Corporate and Finance, of
AlliedSignal Inc., a Delaware corporation (the "Company"), I have
examined the restated certificate of incorporation and bylaws of
the Company as well as such other documents and proceedings as I
have considered necessary for the purposes of this opinion. I
have also examined and am familiar with the Company's
registration statement on Form S-8 (the "Registration Statement")
as filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 38,123,477 shares
of the Company's Common Stock, par value $1.00 per share (the
"Common Shares"), which may be issued pursuant to the 1993 Stock
Plan for Employees of AlliedSignal Inc. and its Affiliates (the
"Plan").
Based upon the foregoing, and having regard to legal
considerations which I deem relevant, I am of the opinion that
the Common Shares, when issued pursuant to the terms of the Plan,
shall be validly issued, fully paid and non-assessable.
I hereby consent to the inclusion of this opinion letter as
an exhibit to the Registration Statement and the reference to me
under the caption "Interests of Named Experts and Counsel". In
giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of
the Securities Act.
Very truly yours,
/s/ J. Edward Smith
J. Edward Smith
Assistant General Counsel
Corporate and Finance
Exhibit 15 July 22, 1999 Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Commissioners: We are aware that our report dated May 13, 1999 on our review of interim financial information of AlliedSignal Inc. for the period ended March 31, 1999 and included in AlliedSignal's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in its Registration Statement on Form S-8 dated July 22, 1999. Yours very truly, /s/ PricewaterhouseCoopers LLP
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
1, 1999 relating to the financial statements, which appears in
AlliedSignal Inc.'s 1998 Annual Report to Shareowners, which is
incorporated by reference in AlliedSignal's Annual Report on Form
10-K for the year ended December 31, 1998. We also consent to the
references to us under the heading "Incorporation of Documents by
Reference" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
July 22, 1999
Exhibit 24
POWER OF ATTORNEY
I, Lawrence A. Bossidy, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Peter M.
Kreindler, Richard F. Wallman, and Robert F. Friel, each with
power to act without the other and with power of substitution and
resubstitution, as my attorney-in-fact to sign on my behalf in my
capacity as a director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or
post-effective amendment to any registration statement heretofore
or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998
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, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998
POWER OF ATTORNEY
I, Marshall N. Carter, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, Richard J.
Diemer, Jr. and James V. Gelly, each with power to act without
the other and with power of substitution and resubstitution, as
my attorney-in-fact to sign on my behalf in my capacity as a
director of the Company one or more registration statements under
the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter
filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan.
I hereby grant to each such attorney full power and
authority to perform every act necessary to be done as fully as I
might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Marshall N. Carter
-------------------------
Marshall N. Carter
Dated: March 1, 1999
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, and Robert F. Friel, each
with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998
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, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998
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, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998
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, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998
POWER OF ATTORNEY
I, Frederic M. Poses, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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/ Frederic M. Poses
--------------------------------
Frederic M. Poses
Dated: April 27, 1998
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, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998
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, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998
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, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998
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, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998
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, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998
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, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, 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: April 27, 1998