==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report - June 7, 1999
(June 4, 1999)
ALLIEDSIGNAL INC.
(Exact name of Registrant as specified in its Charter)
Delaware 001-08974 22-2640650
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
101 Columbia Road, P.O. Box 4000, Morristown, New Jersey 07962-2497
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 455-2000
==============================================================================
ITEM 5. OTHER EVENTS.
On June 4, 1999, AlliedSignal Inc. ("AlliedSignal") entered
into an Agreement and Plan of Merger ("Merger Agreement") with
Honeywell Inc. ("Honeywell") and Blossom Acquisition Corp., a
wholly owned subsidiary of AlliedSignal ("Merger Sub"). Pursuant
to the Merger Agreement, at the effective time of the Merger (the
"Effective Time") Merger Sub will be merged with and into
Honeywell, which will become a wholly owned subsidiary of
AlliedSignal. At the Effective Time, each outstanding share of
common stock of Honeywell will be converted into 1.875 shares of
common stock of AlliedSignal, and the name of AlliedSignal will
be changed to Honeywell International Inc.
In connection with the execution of the Merger Agreement,
AlliedSignal and Honeywell entered into stock option agreements
pursuant to which each granted the other an option, exerciseable
in certain circumstances described therein, to purchase a number
of shares of the grantor's common stock equal to approximately
19.9% of the number of outstanding shares of common stock of the
grantor, without giving effect to the shares issuable upon
exercise of the option.
A copy of the Merger Agreement is attached hereto as Exhibit
2.1. and copies of the stock option agreements entered into in
connection with the Merger Agreement are attached hereto as
Exhibits 2.2 and 2.3, respectively. The foregoing description of
the Merger Agreement and the stock option agreements is qualified
in its entirety by reference to the full text of such agreements,
each of which is incorporated herein by reference. A joint press
release announcing the execution of the Merger Agreement was
issued on June 7, 1999, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference. Presentations
to analysts, dated June 7, 1999, are attached hereto as Exhibit
99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
---------- -----------
2.1 Agreement and Plan of Merger, dated as of June 4, 1999,
among Honeywell Inc., AlliedSignal Inc. and Blossom
Acquisition Corp.
2.2 Option Agreement, dated as of June 4, 1999, between
Honeywell Inc. and AlliedSignal Inc.
2.3 Option Agreement, dated as of June 4, 1999, between
Honeywell Inc. and AlliedSignal Inc.
99.1 Press Release dated June 7, 1999.
99.2 Analysts Presentations, dated June 7, 1999.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: June 7, 1999 AlliedSignal Inc.
By: /s/ Peter M. Kreindler
--------------------------------
Peter M. Kreindler
Senior Vice President,
General Counsel and Secretary
Exhibit Index
-------------
Exhibit No. Description
---------- -----------
2.1 Agreement and Plan of Merger, dated as of June 4, 1999,
among Honeywell Inc., AlliedSignal Inc. and Blossom
Acquisition Corp.
2.2 Option Agreement, dated as of June 4, 1999, between
Honeywell Inc. and AlliedSignal Inc.
2.3 Option Agreement, dated as of June 4, 1999, between
Honeywell Inc. and AlliedSignal Inc.
99.1 Press Release dated June 7, 1999.
99.2 Analysts Presentations, dated June 7, 1999.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report - June 7, 1999
(June 4, 1999)
ALLIEDSIGNAL INC.
(Exact name of Registrant as specified in its Charter)
Delaware 001-08974 22-2640650
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
101 Columbia Road, P.O. Box 4000, Morristown, New Jersey 07962-2497
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 455-2000
==============================================================================
ITEM 5. OTHER EVENTS.
On June 4, 1999, AlliedSignal Inc. ("AlliedSignal") entered
into an Agreement and Plan of Merger ("Merger Agreement") with
Honeywell Inc. ("Honeywell") and Blossom Acquisition Corp., a
wholly owned subsidiary of AlliedSignal ("Merger Sub"). Pursuant
to the Merger Agreement, at the effective time of the Merger (the
"Effective Time") Merger Sub will be merged with and into
Honeywell, which will become a wholly owned subsidiary of
AlliedSignal. At the Effective Time, each outstanding share of
common stock of Honeywell will be converted into 1.875 shares of
common stock of AlliedSignal, and the name of AlliedSignal will
be changed to Honeywell International Inc.
In connection with the execution of the Merger Agreement,
AlliedSignal and Honeywell entered into stock option agreements
pursuant to which each granted the other an option, exerciseable
in certain circumstances described therein, to purchase a number
of shares of the grantor's common stock equal to approximately
19.9% of the number of outstanding shares of common stock of the
grantor, without giving effect to the shares issuable upon
exercise of the option.
A copy of the Merger Agreement is attached hereto as Exhibit
2.1. and copies of the stock option agreements entered into in
connection with the Merger Agreement are attached hereto as
Exhibits 2.2 and 2.3, respectively. The foregoing description of
the Merger Agreement and the stock option agreements is qualified
in its entirety by reference to the full text of such agreements,
each of which is incorporated herein by reference. A joint press
release announcing the execution of the Merger Agreement was
issued on June 7, 1999, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference. Presentations
to analysts, dated June 7, 1999, are attached hereto as Exhibit
99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
---------- -----------
2.1 Agreement and Plan of Merger, dated as of June 4, 1999,
among Honeywell Inc., AlliedSignal Inc. and Blossom
Acquisition Corp.
2.2 Option Agreement, dated as of June 4, 1999, between
Honeywell Inc. and AlliedSignal Inc.
2.3 Option Agreement, dated as of June 4, 1999, between
Honeywell Inc. and AlliedSignal Inc.
99.1 Press Release dated June 7, 1999.
99.2 Analysts Presentations, dated June 7, 1999.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: June 7, 1999 AlliedSignal Inc.
By: /s/ Peter M. Kreindler
--------------------------------
Peter M. Kreindler
Senior Vice President,
General Counsel and Secretary
Exhibit Index
-------------
Exhibit No. Description
---------- -----------
2.1 Agreement and Plan of Merger, dated as of June 4, 1999,
among Honeywell Inc., AlliedSignal Inc. and Blossom
Acquisition Corp.
2.2 Option Agreement, dated as of June 4, 1999, between
Honeywell Inc. and AlliedSignal Inc.
2.3 Option Agreement, dated as of June 4, 1999, between
Honeywell Inc. and AlliedSignal Inc.
99.1 Press Release dated June 7, 1999.
99.2 Analysts Presentations, dated June 7, 1999.