SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 ALLIEDSIGNAL INC.
(Name of Company)
101 Columbia Road
Morristown, NJ07962-2497
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(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIEDTITLE OF CLASS AMOUNT
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Notes due July 1, 2005 An Undetermined Amount
(Estimated Not to Exceed
$575,000,000)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: May 20, 1998.
NAME AND ADDRESS OF AGENT FOR SERVICE: Peter M. Kreindler, Esq., Senior Vice
President, General Counsel and Secretary, AlliedSignal Inc., 101 Columbia Road,
Morristown, New Jersey07962-2497The Company hereby amends this application for qualification on such date or
dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this amendment, or (ii) such date as the Securities and Exchange
Commission, acting pursuant to Section 307(c) of the Act, may determine upon the
written request of the Company.
GENERAL
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1. GENERAL INFORMATION
(A) FORM OF ORGANIZATION: Corporation.
(B) STATE OR OTHER SOVEREIGN POWER UNDER THE LAWS OF WHICH ORGANIZED: Delaware.
2. SECURITIES ACT EXEMPTION APPLICABLE.
AlliedSignal Inc., a Delaware corporation (the "Company"), is relying upon
the exemption from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), provided by Section 3(a)(9) thereunder, in
connection with the Company's exchange offer as described herein (the "Exchange
Offer"). The Exchange Offer is being made by the Company pursuant to its
Offering Circular dated May 20, 1998 ("Offering Circular"), and the related
Letter of Transmittal and Notice of Guaranteed Delivery of even date therewith,
and consists of an offer to exchange an undetermined aggregate principal amount
of the Company's Notes due July 1, 2005 (the "New Notes") for the Company's
outstanding $250,000,000 9 7/8% Debentures due June 1, 2002 (the "Old 2002
Debentures") and for the $100,000,000 9.20% Debentures due February 15, 2003
(the "Old 2003 Debentures" and together with the Old 2002 Debentures the
"Old Debentures").
There have not been any sales of securities of the same series as the New
Notes or the Old Debentures by the Company, nor are there any such other sales
planned, by or through an underwriter at or about the time of the Exchange Offer
transaction.
The Company retained Goldman, Sachs & Co. ("Goldman") to advise the Company
as to the structure, process and financial matters related to the Exchange
Offer. Goldman's services to the Company are limited solely to such advisory
services, and Goldman will not, directly or indirectly, solicit the exchange of
Old Debentures for New Notes under the Exchange Offer or otherwise make
recommendations with respect to acceptance or rejection of the Exchange Offer.
In exchange for such advisory services, Goldman will be paid a flat fee which is
not dependent upon the outcome of the transaction. Goldman will not be paid any
commission or similar variable type of remuneration.
The Company also has retained Georgeson & Company Inc. as the "Information
Agent" and The Chase Manhattan Bank as the "Exchange Agent" in connection with
the Exchange Offer. The Information Agent and Exchange Agent will provide to
holders of Old Debentures only information otherwise contained in the Offering
Circular and general information regarding the mechanics of the exchange
process. The Exchange Agent will provide the actual acceptance and exchange
services with respect to the exchange of Old Debentures and New Notes. Neither
the Information Agent nor the Exchange Agent will solicit exchanges in
connection with the Exchange Offer and will not make recommendations as to the
acceptance or rejection of the Exchange Offer.
Both the Information Agent and Exchange Agent will be paid reasonable fees
directly by the Company for their services.
There are no cash payments made or to be made by any holder of the
outstanding Old Debentures in connection with the Exchange Offer.
AFFILIATIONS
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3. AFFILIATES. Furnish a list or diagram of all affiliates of the Company and
indicate the respective percentages of voting securities or other bases of
control.
The following is a list of direct and indirect subsidiaries and affiliates of
the Company. Indirect subsidiaries and affiliates are indented and listed under
their direct parent. Ownership indicated herein refers to the ownership of the
direct parent. Unless otherwise indicated, the bases of control is ownership of
equity securities.
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AlliedSignal Inc.
AS BAR LLC 100.000000%
Burbank Aircraft International GmbH 100.000000%
Harco Aerospace Fasteners, Ltd. 100.000000%
AS BAR PBH LLC 100.000000%
ASA Investments Inc. 100.000000%
ASI Specialty Chemicals, L.L.C. 100.000000%
UOP LLC 49.900000%
Nikki-Universal Co., Ltd. 50.000000%
Temperature Controlled Reactors L.L.C. 50.000000%
UOP Admin B.V. 100.000000%
UOP B.V. 100.000000%
UOP Canada Inc. 100.000000%
UOP Foreign Sales Corporation 100.000000%
UOP GmbH 100.000000%
UOP International Services Limited 99.700000%
UOP International Technology Limited 99.700000%
UOP Invest B.V. 100.000000%
UOP K.K. 100.000000%
UOP Limited 99.999900%
UOP France s.a.r.l. 100.000000%
UOP M.S. SpA 0.010000%
UOP M.S. SpA 99.990000%
UOP N.V. 99.997315%
UOP Pacific Ltd. 99.800000%
Shanghai UOP Ltd. 70.000000%
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Pacific BBA Ltd. (less than 1%)
Prestolite of India, Ltd. 33.330000%
Prestone Holdings Inc. 100.000000%
Prestone Products Corporation 100.000000%
AlliedSignal Canada Inc. 0.422535%
Quimobasicos, S.A. de C.V. 100.000000%
Propelentes Mexicanos, S.A. 80.000000%
Quimobasicos, S.A. de C.V. 100.000000%
Realdix Corporation 100.000000%
Remtex Mfg., Inc. 100.000000%
AlliedSignal TBS Holdings, Inc. 12.150000%
AlliedSignal de Mexico, S.A. de C.V. 0.366867%
Rubix 50.000000%
Rumford Automotive Products Co. 100.000000%
SN-Centro de Pesquisas e Promocao de Sulfato 99.989246%
de Amonio Ltda.
Shenco Limited (Partnership Interest) 90.000000%
Technofan 3.266099%
The Bendix Corporation 100.000000%
Transitions Two (Partnership Interest) 5.740000%
Turbo Services S.N.C. 1.000000%
Turbodina S.A.I.y.C. 77.977843%
USHA Amorphous Metals, Ltd. 50.000000%
Universal Assets Inc. 50.000000%
Universal Assets Inc. (Preferred Stock) 29.333333%
MANAGEMENT AND CONTROL
4. DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete mailing
addresses of all directors and executive officers of the applicant and all
persons chosen to become directors or executive officers. Indicate all offices
with the applicant held or to be held by each person named.
The names of the directors and executive officers of the Company are set forth
below. The mailing address of each of the directors and executive officers is
101 Columbia Road, Morristown, NJ07962.
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Hans W. Becherer Director
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Lawrence A. Bossidy Director, Chairman and Chief Executive Officer
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Daniel P. Burnham Director and Vice Chairman
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Ann M. Fudge Director
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Paul X. Kelley Director
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Robert P. Luciano Director
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Robert B. Palmer Director
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Russell E. Palmer Director
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Frederic M. Poses Director and Vice Chairman
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Ivan G. Seidenberg Director
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Andrew C. Sigler Director
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John R. Stafford Director
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Thomas P. Stafford Director
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Robert C. Winters Director
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Henry T. Yang Director
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Peter M. Kreindler Senior Vice President, General Counsel and Secretary
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Joseph B. Leonard Senior Vice President and President, Aerospace Marketing, Sales and
Service
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Paul J. Norris Senior Vice President and President, Specialty Chemicals
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Donald J. Redlinger Senior Vice President, Human Resources and Communications
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Paul R. Schindler Senior Vice President, Europe, India and the Middle East
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Richard F. Wallman Senior Vice President and Chief Financial Officer
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5. PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following information as
to each person owning 10 percent or more of the voting securities of the
applicant. As of April 30, 1998, based on information supplied by such 10% owner
in a Schedule 13G, as of December 31, 1997.
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NAME AND COMPLETE TITLE OF CLASS OWNED AMOUNT OWNED PERCENTAGE OF VOTING
MAILING ADDRESS SECURITIES OWNED
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State Street Bank & Common Stock, par 69,261,968 12.3
Trust Company value $1 per share
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UNDERWRITERS
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6. UNDERWRITERS. Give the name and complete mailing address of (a) each person
who, within three years prior to the date of filing the application, acted as an
underwriter of any securities of the obligor which were outstanding on the date
of filing the application, and (b) each proposed principal underwriter of the
securities proposed to be offered. As to each person specified in (a), give the
title of each class of securities underwritten. There are no underwriters of the
securities proposed to be offered in the Exchange Offer. Following are the
underwriters identified in Section 6(a) hereof:
A. The following were the underwriters in the Company's issuance of $100
million of 6.75% Notes due August 15, 2000:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Salomon Brothers Inc.
The mailing address for the above underwriters is: 55 Broad Street, New York, NY10004.
B. The following were the underwriters in the Company's issuance of $200 million
of 6.20% Notes due February 1, 2008:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Salomon Brothers Inc.
The mailing address for the above underwriters is: 55 Broad Street, New York, NY10004.
C. The following were the underwriters in the Company's issuance of $200 million
of 5 3/4% remarketable securities due 2011:
J.P. Morgan Securities Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
The mailing address for the above underwriters is: 60 Wall Street, New York, NY10260.
CAPITAL SECURITIES
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7. CAPITALIZATION. (a) Furnish the following information as to each authorized
class of securities of the applicant.
The following table sets forth the consolidated capitalization of the Company as
of April 30, 1998.
(i) Equity Securities:
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Title of Class Amount Authorized Amount Outstanding
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Common Stock 1,000,000,000 shares 563,714,332
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$1 par value
Preferred Stock 20,000,000 shares none
No par value
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(ii) Authorized and Outstanding
Debt Securities: (in millions)
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Employee stock ownership
plan floating rate notes,
4.29%-4.71%, due 1998-1999 $ 48
6.75% notes due August 15, 2000 100
9 7/8% debentures due June 1, 2002 250
9.20% debentures due February 15, 2003 100
Medium term notes,
8.93%-9.28%, due 1999-2001 69
Zero coupon bonds and
money multiplier notes,
13.0%-14.26%, due 1998-2009 164
9 1/2% debentures due June 1, 2016 100
Industrial development bond
obligations, 3.15%-6.75%, maturing
at various dates through 2027 105
6.20% notes due February
1, 2008 200
5 3/4% Dealer remarketable
securities due 2011 200
Other (including capitalized leases),
1.54%-12.42%, maturing at various
dates through 2016 249
(b) Give a brief outline of the voting rights of each class of voting securities
referred to in paragraph (a) above.
Common shareowners are entitled to one vote per share. Common shareowners do not
have preemptive or conversion rights. The Company may establish series of
preferred stock having such number of shares and such terms as it may determine.
8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis of
indenture provisions required under Section 305(a)(2) of the Trust Indenture Act
of 1939, as amended.
For purposes of this Section 8, the "Indenture" shall refer to the Indenture,
dated as of October 1, 1985, by and between AlliedSignal Inc. and The Chase
Manhattan Bank, as Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of February 1, 1991 and by the Second
Supplemental Indenture dated as of November 1, 1997.
Other capitalized but otherwise undefined terms shall have the meanings ascribed
thereto in the Indenture or the Offering Circular.
(A) EVENTS OF DEFAULT
Events of Default with respect to any series of Debentures under the
Indenture include: (a) default in payment of any principal of or premium, if
any, on such series, except for principal due upon sinking fund redemptions;
(b) default in the payment of any installment of interest 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 Debentures of any default (except in the
payment of principal of or premium, if any, or interest on such series of
Debentures) if it considers such withholding to be in the interest of holders of
Debentures (Section 508). No Event of Default with respect to a particular
series of Debentures issued under the Indenture necessarily constitutes an
Event of Default with respect to any other series of Debentures.
On the occurrence of an Event of Default, the Trustee or the holders of at
least 25% in principal amount at maturity of Debentures of each such series
then outstanding may declare the principal (or in the case of Debentures 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 Debentures will terminate
(Sections 401, 501 and 502).
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 Debentures
unless such holders of Debentures shall have offered to the Trustee reasonable
indemnity (Section 603).
(B) AUTHENTICATION AND DELIVERY
The New Notes shall be executed on behalf of the Company by its Chairman of
the Board, its President or one of its Vice Presidents, its Treasurer or one of
its Assistant Treasurers, under the Company's corporate seal reproduced thereon
and attested by the Secretary or one of the Assistant Secretaries. Upon proper
delivery of New Notes to the Trustee for authentication, the Trustee shall
authenticate and deliver such securities. The Indenture does not contain
provisions regarding the application of the proceeds from issuance of the New
Notes (Section 303).
(C) RELEASE OF PROPERTY SUBJECT TO LIEN The Company's obligations under the New Notes are not secured by any liens
or security interests on any assets of the Company. Accordingly, the Indenture
does not contain any provisions with respect to the release or the release and
substitution of any property subject to such a lien.
(D) SATISFACTION AND DISCHARGE
The Indenture shall cease to be of further effect with respect to the
Debentures of any series when (1) either: (i) all the Debentures of such series
and Coupons appertaining thereto issued under the Indenture (except certain
Debentures which have been destroyed, lost or stolen and certain Debentures and
Coupons for whose payment money has theretofore been deposited in trust, held by
the Company and repaid or discharged from such trust) have been delivered to the
Trustee or an authenticating agent cancelled or for cancellation, or (ii) all
such Debentures and Coupons have become due and payable or will become due and
payable at their Stated Maturity, or have been called for redemption, and the
Company has deposited in trust funds sufficient to pay off and discharge such
Debentures and Coupons; (2) the Company has paid or caused to be paid all other
sums required to be paid under the Indenture; and (3) the Company has delivered
an appropriate officer's certificate and opinion of counsel to the Trustee
stating that all conditions precedent therein provided for relating to the
satisfaction and discharge of the Indenture with respect to the Debentures of
such series have been complied with (Section 401).
(E) EVIDENCE OF COMPLIANCE WITH CONDITIONS AND COVENANTS The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year, a written statement stating (i) whether or not the Company has
fulfilled all its obligations under the Indenture throughout the year, and if a
default has occurred, providing details as to the circumstances of such
default(s), and (ii) that no event has occurred and is continuing which is or
would become a certain Event of Default, and if such an event has occurred,
providing details as to the circumstances of such default(s) (Section 1004).
9. OTHER OBLIGORS. Give the name and complete mailing address of any person,
other than the applicant, who is an obligor upon the indenture securities.
No other person is an obligor with respect to the New Notes.
CONTENTS OF APPLICATION FOR QUALIFICATION
This application for qualification comprises:
(a) Pages numbered one to 19, consecutively;
(b) The statement of eligibility and qualification of the Trustee under the
Indenture to be qualified (on Form T-1 hereby incorporated by reference to
Exhibit 99 attached hereto);
(c) The following exhibits, in addition to those filed as a part of the
statement of eligibility and qualification of the trustee:
(i) Exhibit T3A -- The Company's Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3(i) to the
Company's Form 10-Q for the quarter ended March 31, 1997);
(ii) Exhibit T3B -- The Company's Bylaws, as amended (incorporated by
reference to Exhibit 3(ii) to the Company's Form 10-Q for the
quarter ended March 31, 1996);
(iii) Exhibit T3C.1 -- 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);
(iv) Exhibit T3C.2 -- First Supplemental Indenture dated as of
February 1, 1991 between the Company and The Chase Manhattan Bank
(National Association), as Trustee;
(v) Exhibit T3C.3 -- Second Supplemental Indenture dated as of
November 1, 1997 between the Company and The Chase Manhattan
Bank, as Trustee (Incorporated by reference to Exhibit 4.5 to
Amendment No. 2 to Registration Statement No. 33-64245;
(vi) Exhibit T3D -- Not applicable;
(vii) Exhibit T3E.1 -- Offering Circular, dated as of May 20, 1998 for
$250,000,000 9 7/8% Debentures due June 1, 2002 and for
$100,000,000 9.20% Debentures due February 15, 2003;
(viii) Exhibit T3E.2 -- Letter of Transmittal, dated as of May 20, 1998
for $250,000,000 9 7/8% Debentures due June 1, 2002;
(ix) Exhibit T3E.3 -- Letter of Transmittal, dated as of May 20, 1998
for $100,000,000 9.20% Debentures due February 15, 2003;
(x) 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;
(xi) Exhibit T3E.5 -- Form of Notice of Guaranteed Delivery, dated
as of May 20, 1998 for $100,000,000 9.20% Debentures due February15, 2003;
(xii) Exhibit T3F -- Cross-Reference Sheet;
(xiii) Exhibit 99 -- Form T-1 of The Chase Manhattan Bank.
SIGNATURE
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Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Company, AlliedSignal Inc., a corporation organized and existing
under the laws of the State of Delaware, has duly caused this application to be
signed on its behalf by the undersigned, thereunto duly authorized, and its seal
to be hereunto affixed and attested, all in the Township of Morris, and State of
New Jersey, on the 20th day of May, 1998.
(SEAL) ALLIEDSIGNAL INC.
By: /s/ Peter M. Kreindler
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Name: Peter M. Kreindler
Title: Senior Vice President,
General Counsel and Secretary
Attest: /s/ Dennis R. Marshall
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Name: Dennis R. Marshall
Title: Assistant Secretary
STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as.............................. 'SS'
Dates Referenced Herein and Documents Incorporated by Reference
