Application for Qualification of a Trust Indenture — Form T-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: T-3 Allied Signal T-3 19 84K
2: EX-99 Exhibit T3C.2 14 38K
3: EX-99 Exhibit T3E.1 35 178K
4: EX-99 Exhibit T3E.2 11 51K
5: EX-99 Exhibit T3E.3 8 41K
6: EX-99 Exhibit T3E.4 4 18K
7: EX-99 Exhibit T3E.5 4 18K
8: EX-99 Exhibit T3F 2 8K
9: EX-99 Miscellaneous Exhibit 5 24K
EX-99 — Exhibit T3E.4
| EX-99 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit T3E.4 -- Form of Notice of Guaranteed Delivery, dated as of May 20, 1998
for $250,000,000 9 7/8% Debentures due June 1, 2002:
NOTICE OF GUARANTEED DELIVERY
IN RESPECT OF
9 7/8% DEBENTURES DUE JUNE 1, 2002
OF
ALLIEDSIGNAL INC.
PURSUANT TO THE OFFERING CIRCULAR
DATED MAY 20, 1998
The Exchange Agent for the Exchange Offer is:
EXCHANGE AGENT
THE CHASE MANHATTAN BANK
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By Fax: By Hand or Overnight Courier: By Mail:
--------------------------------- ------------------------------ ------------------------------
(214) 672-5932 c/o Chase Bank of Texas, N.A. c/o Chase Bank of Texas, N.A.
Attention: Frank Ivins Corporate Trust Services Corporate Trust Services
1201 Main Street, 18th Floor P.O. Box 219052
Dallas, Texas 75202 Dallas, Texas 75221-9052
Attention: Frank Ivins Attention: Frank Ivins
Phone: (214) 672-5678
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE VALID DELIVERY. THE EXCHANGE OFFER AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JUNE 18, 1998,
UNLESS EXTENDED (THE 'EXPIRATION DATE').
As set forth in the Offering Circular dated May 20, 1998 (as it may
be supplemented and amended from time to time, the 'Offering Circular') of
AlliedSignal Inc. (the 'Company') under 'The Exchange Offer -- Guaranteed
Delivery Procedures', and in the Instructions to the related Letter of
Transmittal (the 'Letter of Transmittal'), this form, or one substantially
equivalent hereto, or an Agent's Message relating to the guaranteed
delivery procedures, must be used to accept the Company's offer (the
'Exchange Offer') to exchange its Notes Due July 1, 2005 (the 'New Notes')
in an aggregate principal amount to be determined as set forth in the
Offering Circular for any and all of its $250,000,000 aggregate principal
amount of issued and outstanding 9 7/8% Debentures Due June 1, 2002 (the
'Old Debentures'), if time will not permit the Letter of Transmittal,
certificates representing such Old Debentures and other required documents
to reach the Exchange Agent, or the procedures for book-entry transfer
cannot be completed, prior to the Expiration Date (as defined herein).
This form must be delivered by an Eligible Institution (as defined
herein) by facsimile transmission, mail or hand delivery to the Exchange
Agent as set forth above. If a signature on the Letter of Transmittal is
required to be guaranteed by a Medallion Signature Guarantor under the
instructions thereto, such signature guarantee must appear in the
applicable space provided in the Letter of Transmittal. This form is not
to be used to guarantee signatures.
Questions and requests for assistance and requests for additional
copies of the Offering Circular may be directed to the Exchange Agent at
the address above. Beneficial owners may also contact their broker,
dealer, commercial bank, trust company, or other nominee for assistance
concerning the Exchange Offer.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Offering Circular and the Letter of
Transmittal (receipt of which is hereby acknowledged), the principal amount of
the Old Debentures specified below pursuant to the guaranteed delivery
procedures set forth in the Offering Circular under 'The Exchange Offer --
Guaranteed Delivery Procedures' and in Instruction 2 to the Letter of
Transmittal. The undersigned hereby authorizes the Exchange Agent to deliver
this Notice of Guaranteed Delivery to the Company with respect to the Old
Debentures tendered pursuant to the Exchange Offer.
The undersigned understands that Old Debentures will be exchanged only
after timely receipt by the Exchange Agent of (i) such Old Debentures, or a
Book-Entry Confirmation of the transfer of such Old Debentures into the Exchange
Agent's account at the Book-Entry Transfer Facility, and (ii) a Letter of
Transmittal (or a manually signed facsimile thereof), with respect to such Old
Debentures, properly completed and duly executed, with any signature guarantees
(or an Agent's Message in lieu thereof) and any other documents required by the
Letter of Transmittal within three New York Stock Exchange trading days after
the execution hereof. The undersigned also understands that the method of
delivery of this Notice of Guaranteed Delivery and any other required documents
to the Exchange Agent is at the election and sole risk of the Holder, and the
delivery will be deemed made only when actually received by the Exchange Agent.
THE UNDERSIGNED UNDERSTANDS THAT TENDERS OF OLD DEBENTURES WILL BE ACCEPTED
ONLY IN DENOMINATIONS OF $1,000 OR AN INTEGRAL MULTIPLE THEREOF. THE UNDERSIGNED
ALSO UNDERSTANDS THAT TENDERS OF OLD DEBENTURES MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Offering Circular.
2
PLEASE SIGN AND COMPLETE
Signature(s) of Holder(s) or Authorized Signatory: _____________________________
________________________________________________________________________________
________________________________________________________________________________
Name(s) of Holder(s): __________________________________________________________
________________________________________________________________________________
Principal Amount of Old Debentures Tendered: ___________________________________
Certificate No.(s) of Old Debentures (if available): ___________________________
Date: __________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Area Code and Telephone No: ____________________________________________________
If Debentures will be delivered by book-entry transfer, check book-entry
transfer facility below:
[ ] The Depository Trust Company DTC Account No. _______________________________
________________________________________________________________________________
________________________________________________________________________________
This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their name(s) appear(s) on certificate(s) for Old Debentures, or by person(s)
authorized to become Holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery without alteration, enlargement or any change
whatsoever. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.
Name(s): _______________________________________________________________________
________________________________________________________________________________
Please print name(s) and address(es)
Capacity: ______________________________________________________________________
________________________________________________________________________________
Address(es): ___________________________________________________________________
________________________________________________________________________________
DO NOT SEND OLD DEBENTURES WITH THIS FORM.
OLD DEBENTURES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER
WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program (each, an 'Eligible Institution'), hereby (i)
represents that the above-named persons are deemed to own the Old Debentures
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended ('Rule 14e-4'), (ii) represents that
such tender of Old Debentures complies with Rule 14e-4 and (iii) guarantees that
the Old Debentures tendered hereby are in proper form for transfer (pursuant to
the procedures set forth in the Offering Circular under 'The Exchange
Offer -- Guaranteed Delivery Procedures'), and that the Exchange Agent will
receive (a) such Old Debentures, or a Book-Entry Confirmation of the transfer of
such Old Debentures into the Exchange Agent's account at the Book-Entry Transfer
Facility and (b) a properly completed and duly executed Letter of Transmittal or
manually signed facsimile thereof (or Agent's message) with any required
signature guarantees and any other documents required by the Letter of
Transmittal within three New York Stock Exchange trading days after the date of
execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal and
Old Debentures to the Exchange Agent within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
Name of Firm: __________________________________________________________________
Authorized Signature: __________________________________________________________
Title: _________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and Telephone Number: ________________________________________________
Dated: _________________________________________________________________________
4
Dates Referenced Herein and Documents Incorporated by Reference
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