ALLIEDSIGNAL INC.
6.75% Notes Due August 15, 2000
UNDERWRITING AGREEMENT
New York, New York
To the Representatives
named in Schedule I hereto
of the Underwriters
named in Schedule II hereto
AlliedSignal Inc., a Delaware corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are
acting as representatives (the "Representatives"), the
aggregate principal amount set forth in Schedule II hereto
of its debt securities identified on Schedule I hereto (the
"Purchased Securities"), to be issued under an indenture
dated as of October 1, 1985, as supplemented by the First
Supplemental Indenture thereto dated as of February 1, 1991,
between the Company and The Chase Manhattan Bank (National
Association), as Trustee (the "Trustee") (as so
supplemented, the "Indenture").
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each
Underwriter that:
(a) The Company presently meets, and has met at
all times since the initial filing referred to below,
the requirements for use of Form S-3 under the
Securities Act of 1933 (the "Act") and has filed with
the Securities and Exchange Commission (the
"Commission") one or more registration statements on
such Form (the file number or file numbers of which are
set forth in Schedule I hereto), which have become
effective, for the registration under the Act of the
Purchased Securities. Such registration statement or
registration statements, as amended at the date of this
Agreement, meet the requirements set forth in
Rule 415(a)(1)(x) under the Act and comply in all other
material respects with said Rule. The Company proposes
to file with the Commission pursuant to Rule 424 under
the Act a supplement to the form of prospectus included
in the most recent such registration statement relating
to the Purchased Securities and the plan of
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distribution thereof and has previously advised you of
all further information (financial and other) with
respect to the Company to be set forth therein. Such
registration statement or registration statements,
including the exhibits thereto, as amended at the date
of this Agreement, is (or, if more than one, are
collectively) hereinafter called the "Registration
Statement"; such prospectus in the form in which it
appears in the Registration Statement is hereinafter
called the "Basic Prospectus"; and such supplemented
form of prospectus, in the form in which it shall be
first filed with the Commission pursuant to Rule 424
(including the Basic Prospectus as so supplemented) is
hereinafter called the "Final Prospectus." Any
preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424 is
hereinafter called the "Preliminary Final Prospectus."
Any reference herein to the Registration Statement, the
Basic Prospectus, any Preliminary Final Prospectus or
the Final Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under
the Securities Exchange Act of 1934 (the "Exchange
Act") on or before the date of this Agreement, or the
issue date of the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, as the case
may be; and any reference herein to the terms "amend,"
"amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of
any document under the Exchange Act after the date of
this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be, deemed to be
incorporated therein by reference.
(b) As of the date hereof, when the Final
Prospectus is first filed pursuant to Rule 424 under
the Act, when, prior to the Closing Date (as
hereinafter defined), any amendment to the Registration
Statement becomes effective (including the filing of
any document incorporated by reference in the
Registration Statement), when any supplement to the
Final Prospectus is filed with the Commission and at
the Closing Date, (i) the Registration Statement, as
amended as of any such time, the Final Prospectus, as
amended or supplemented as of any such time and the
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Indenture will comply in all material respects with the
applicable requirements of the Act, the Exchange Act,
and the Trust Indenture Act of 1939 (the "Trust
Indenture Act") and the respective rules thereunder and
(ii) neither the Registration Statement, as amended as
of any such time, nor the Final Prospectus, as amended
or supplemented as of any such time, will contain any
untrue statement of a material fact or omit to state
any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading; provided, however, that the Company makes
no representations or warranties as to (i) that part of
the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1)
of the Trustee under the Trust Indenture Act or
(ii) the information contained in or omitted from the
Registration Statement or the Final Prospectus or any
amendment thereof or supplement thereto in reliance
upon and in conformity with information furnished to
the Company by or on behalf of any Underwriter through
the Representatives specifically for use in the
Registration Statement or the Final Prospectus.
2. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto the principal amount of
Purchased Securities set forth opposite such Underwriter's
name in Schedule II hereto.
3. Delivery and Payment. Delivery of and payment
for the Purchased Securities shall be made at the office, on
the date and at the time specified in Schedule I hereto (or
such later date not later than five business days after such
specified date as the Representatives shall designate),
which date and time may be postponed by agreement between
the Representatives and the Company or as provided in
Section 9 hereof (such date and time of delivery and payment
for the Securities being herein called the "Closing Date").
Delivery of a global certificate (the "Global Note")
representing the Purchased Securities shall be made to the
Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to
or upon the order of the Company by wire transfer of
same-day funds. The Global Note to be delivered to the
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Representatives shall be deposited with and registered in
the name of Cede & Co., as nominee of the Depository Trust
Company ("DTC"). The interests of the owners of the Notes
will be represented by book entries on the records of DTC
and participating members thereof. Notes in definitive form
shall be available only under limited circumstances.
4. Agreements. The Company agrees with the
several Underwriters that:
(a) Prior to the termination of the offering of
the Purchased Securities, the Company will not file any
amendment of the Registration Statement or supplement
(including the Final Prospectus) to the Basic
Prospectus unless the Company has furnished you a copy
for your review prior to filing and will not file any
such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence,
the Company will cause the Final Prospectus to be
mailed to the Commission for filing pursuant to
Rule 424 by first class, certified or registered mail
or will cause the Final Prospectus to be filed with the
Commission pursuant to said Rule. The Company will
promptly advise the Representatives (i) when the Final
Prospectus shall have been mailed to the Commission for
filing or filed with the Commission pursuant to
Rule 424, (ii) when any amendment to the Registration
Statement relating to the Purchased Securities shall
have become effective, (iii) of any request by the
Commission for any amendment of the Registration
Statement or amendment of or supplement to the Final
Prospectus or for any additional information, (iv) of
the issuance by the Commission of any stop order
suspending the effectiveness of the Registration
Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by
the Company of any notification with respect to the
suspension or the qualification of the Purchased
Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to
prevent the issuance of any such stop order and, if
issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a Prospectus relating to
the Purchased Securities is required to be delivered
under the Act, any event occurs as a result of which
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the Final Prospectus as then amended or supplemented
would include any untrue statement of a material fact
or omit to state any material fact necessary to make
the statements therein in light of the circumstances
under which they were made not misleading, or if it
shall be necessary to amend or supplement the Final
Prospectus to comply with the Act or the Exchange Act
or the respective rules thereunder, the Company
promptly will (i) prepare and file with the Commission,
subject to the first sentence of paragraph (a) of this
Section 4, an amendment or supplement which will
correct such statement or omission or an amendment
which will effect such compliance and (ii) supply any
supplemented prospectus to you in such quantities as
you may reasonably request.
(c) The Company will make generally available to
its securities holders and to the Representatives as
soon as practicable, but not later than 45 days after
the end of the 12-month period beginning at the end of
the current fiscal quarter of the Company, an earnings
statement (which need not be audited) of the Company
and its subsidiaries, covering such 12-month period,
which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
(d) The Company will furnish to the
Representatives and counsel for the Underwriters,
without charge, copies of the Registration Statement
(including exhibits thereto) and each amendment thereto
which shall become effective on or prior to the Closing
Date and, so long as delivery of a prospectus by an
Underwriter or dealer may be required by the Act, as
many copies of any Preliminary Final Prospectus and the
Final Prospectus and any amendments thereof and
supplements thereto as the Representatives may
reasonably request. The Company will pay the expenses
of printing all documents relating to the offering.
(e) The Company will arrange for the
qualification of the Purchased Securities for sale
under the laws of such jurisdictions as the
Representatives may designate, will maintain such
qualifications in effect so long as required for the
distribution of the Purchased Securities and will
arrange for the determination of the legality of the
Purchased Securities for purchase by institutional
investors.
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(f) Until the business day following the Closing
Date, the Company will not, without the consent of the
Representatives, offer, sell or contract to sell, or
otherwise dispose of, directly or indirectly, or
announce the offering of, any debt securities or
warrants covered by the Registration Statement or any
other registration statement filed under the Act;
provided, however, that the restrictions contained in
this subparagraph (f) shall not apply to the Company's
Medium-Term Notes, Series A, described in the
Prospectus Supplement dated February 1, 1991, to the
Prospectus dated November 14, 1988.
(g) The Company confirms as of the date hereof
that it is in compliance with all provisions of
Section 1 of Laws of Florida, Chapter 92-198, An Act
Relating to Disclosure of Doing Business with Cuba, and
the Company further agrees that if it commences
engaging in business with the government of Cuba or
with any person or affiliate located in Cuba after the
date the Registration Statement becomes or has become
effective with the Securities and Exchange Commission
or with the Florida Department of Banking and Finance
(the "Department"), whichever date is later, or if the
information reported in the Prospectus, if any,
concerning the Company's business with Cuba or with any
person or affiliate located in Cuba changes in any
material way, the Company will provide the Department
notice of such business or change, as appropriate, in a
form acceptable to the Department.
5. Conditions to the Obligations of the
Underwriters. The obligations of the Underwriters to
purchase the Purchased Securities shall be subject to the
accuracy of the representations and warranties on the part
of the Company contained herein as of the date hereof, as of
the date of the effectiveness of any amendment to the
Registration Statement filed prior to the Closing Date
(including the filing of any document incorporated by
reference therein) and as of the Closing Date, to the
accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and
to the following additional conditions:
(a) No stop order suspending in whole or in part
the effectiveness of the Registration Statement, as
amended from time to time, shall have been issued and
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no proceedings for that purpose shall have been
instituted or threatened; and the Final Prospectus
shall have been filed or mailed for filing with the
Commission not later than 5:00 P.M., New York City
time, on the business day following the date hereof.
(b) The Company shall have furnished to the
Representatives the opinion of its General Counsel or
of Victor P. Patrick, Esq., an Assistant General
Counsel of the Company, dated the Closing Date, to the
effect that:
(i) each of the Company and each
subsidiary of the Company that is a "significant
subsidiary" as defined in Rule 405 of Regulation C
promulgated under the Act (each a "Significant
Subsidiary" and collectively the "Significant
Subsidiaries") has been duly incorporated and is
validly existing as a corporation in good standing
under the laws of the jurisdiction in which it is
chartered or organized with full corporate power
and authority to own its properties and conduct
its business as described in the Final Prospectus,
and is duly qualified to do business as a foreign
corporation and is in good standing under the laws
of each jurisdiction which requires such
qualification wherein it owns or leases material
properties or conducts material business;
(ii) all the outstanding shares of
capital stock of each Significant Subsidiary have
been duly and validly authorized and issued and
are fully paid and nonassessable, and, except as
otherwise set forth in the Final Prospectus, all
outstanding shares of capital stock of the
Significant Subsidiaries (except for directors'
qualifying shares) are owned by the Company either
directly or through wholly-owned subsidiaries free
and clear of any perfected security interest and,
to the knowledge of such counsel, after due
inquiry, any other security interests, claims,
liens or encumbrances;
(iii) the Company's authorized equity
capitalization is as set forth in the Final
Prospectus; the Purchased Securities conform to
the description thereof contained in the Final
Prospectus; and, if the Purchased Securities are
8
to be listed on the New York Stock Exchange,
authorization therefor has been given, subject to
official notice of issuance and evidence of
satisfactory distribution, or the Company has
filed a preliminary listing application and all
required supporting documents with respect to the
Purchased Securities with the New York Stock
Exchange and such counsel has no reason to believe
that the Purchased Securities will not be
authorized for listing, subject to official notice
of issuance and evidence of satisfactory
distribution;
(iv) the Indenture has been duly
authorized, executed and delivered; the Indenture
has been duly qualified under the Trust Indenture
Act; the Indenture constitutes a valid and legally
binding instrument enforceable against the Company
in accordance with its terms, except that such
enforcement may be subject to applicable
bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors' rights
generally and general principles of equity from
time to time in effect; and the Purchased
Securities have been duly authorized and, when
executed and authenticated in accordance with the
provisions of the Indenture and delivered to and
paid for by the Underwriters pursuant to this
Agreement, will constitute valid and legally
binding obligations of the Company entitled to the
benefits of the Indenture;
(v) to the best knowledge of such
counsel, there is no pending or threatened action,
suit or proceeding before any court or
governmental agency, authority or body or any
arbitrator involving the Company or any of its
subsidiaries of a character required to be
disclosed in the Registration Statement which is
not adequately disclosed in the Final Prospectus,
and there is no franchise, contract or other
document of a character required to be described
in the Registration Statement or Final Prospectus,
or to be filed as an exhibit, which is not
described or filed as required; and the statements
included or incorporated in the Final Prospectus
describing any legal proceedings or material
contracts or agreements relating to the Company and its
9
subsidiaries fairly summarize the matters therein
described;
(vi) the Registration Statement and any
amendments thereto have become effective under the
Act; the Final Prospectus has been filed in the
manner and within the time period required by
Rule 424; to the best knowledge of such counsel,
no stop order suspending in whole or in part the
effectiveness of the Registration Statement, as
amended, has been issued, no proceedings for that
purpose have been instituted or threatened, and
the Registration Statement, the Final Prospectus
and each amendment thereof or supplement thereto
as of their respective effective or issue dates
(other than the financial statements and other
financial information contained therein as to
which such counsel need express no opinion) comply
as to form in all material respects with the
applicable requirements of the Act and the
Exchange Act, and the respective rules thereunder;
and such counsel has no reason to believe that
each registration statement included in the
Registration Statement, or any amendment thereof,
at the time it became effective and at the date of
this Agreement, contained any untrue statement of
a material fact or omitted to state any material
fact required to be stated therein or necessary to
make the statements therein not misleading or that
the Final Prospectus, as amended or supplemented,
includes any untrue statement of a material fact
or omits to state a material fact necessary to
make the statements therein, in light of the
circumstances under which they were made, not
misleading;
(vii) this agreement has been duly
authorized, executed and delivered by the Company;
(viii) no consent, approval,
authorization or order of any court or
governmental agency or body is required for the
consummation of the transactions contemplated
herein, except such as have been obtained under
the Act and such as may be required under the blue
sky laws of any jurisdiction in connection with
the purchase and distribution of Purchased Securities
by the
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Underwriters and such other approvals (specified in
such opinion) as have been obtained;
(ix) neither the issue and sale of the
Purchased Securities, nor the consummation of any
other of the transactions herein contemplated nor
the fulfillment of the terms hereof will conflict
with, result in a breach or violation of, or
constitute a default under the certificate of
incorporation or by-laws of the Company or the
terms of any indenture or other agreement or
instrument known to such counsel to which the
Company or any of its Significant Subsidiaries is
a party or bound, or any order of any court,
regulatory body, administrative agency,
governmental body or arbitrator having
jurisdiction over the Company or any of its
Significant Subsidiaries; and
(x) no holders of securities of the
Company have rights to the registration of such
securities under the Registration Statement.
In rendering such opinion, such counsel may rely
(A) as to matters involving the application of laws of
any jurisdictions other than the States of Delaware and
New York or the United States, to the extent deemed
proper and specified in such opinion, upon the opinion
of other counsel of good standing believed to be
reliable and who are satisfactory to counsel for the
Underwriters and (B) as to matters of fact, to the
extent deemed proper, on certificates of responsible
officers of the Company and public officials.
(c) The Representatives shall have received from
Cravath, Swaine & Moore, counsel for the Underwriters,
such opinion or opinions, dated the Closing Date, with
respect to the issuance and sale of the Purchased
Securities, the Indenture, the Registration Statement,
the Final Prospectus and other related matters as the
Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass
upon such matters.
(d) The Company shall have furnished to the
Representatives a certificate of the Company signed by
the Chief Financial Officer, the Treasurer, any
11
Assistant Treasurer or the Controller of the Company,
dated the Closing Date, to the effect that the signer
of such certificate has carefully examined the
Registration Statement, the Final Prospectus and this
Agreement and that:
(i) the representations and warranties
of the Company in this Agreement are true and
correct in all material respects on and as of the
Closing Date with the same effect as if made on
the Closing Date and the Company has complied with
all the agreements and satisfied all the
conditions on its part to be performed or
satisfied at or prior to the Closing Date;
(ii) no stop order suspending in whole
or in part the effectiveness of the Registration
Statement, as amended, has been issued and no
proceedings for that purpose have been instituted
or, to their knowledge, threatened; and
(iii) since the date of the most recent
financial statements included in the Final
Prospectus, there has been no material adverse
change in the condition (financial or other),
earnings, business or properties of the Company
and its Significant Subsidiaries, whether or not
arising from transactions in the ordinary course
of business, except as set forth in or
contemplated in the Final Prospectus.
(e) At the Closing Date, Price Waterhouse shall
have furnished to the Representatives a letter or
letters (which may refer to letters previously
delivered to one or more of the Representatives), dated
as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that
they are independent accountants within the meaning of
the Act and the Exchange Act and the respective
applicable published rules and regulations thereunder,
that the response to Item 10 of the Registration
Statement is correct insofar as it relates to them and
stating in effect that:
(i) in their opinion the audited
financial statements, including financial
statement schedules, if any, incorporated in the
Registration Statement and the Final Prospectus
12
and audited by them comply as to form in all
material respects with the applicable accounting
requirements of the Act and the Exchange Act and
the related published rules and regulations with
respect to registration statements on Form S-3;
(ii) as indicated in their reports, they
have made reviews in accordance with standards
established by the American Institute of Certified
Public Accountants of any unaudited interim
consolidated data incorporated in the Registration
Statement and the Final Prospectus;
(iii) on the basis of certain specified
procedures (but not an audit in accordance with
generally accepted auditing standards) which would
not necessarily reveal matters of significance
with respect to the comments set forth in such
letter consisting of a reading of the minutes of
the meetings of the stockholders, directors and
the retirement plans and audit committees of the
Company through a specified date not more than
five business days prior to the date of delivery
of such letter; a reading of any unaudited interim
consolidated financial data of the Company
incorporated in the Registration Statement and the
Final Prospectus and the latest consolidated
financial data made available by the Company; and
inquiries of certain officials of the Company who
have responsibility for financial and accounting
matters of the Company and its subsidiaries,
nothing came to their attention which caused them
to believe that:
(1) any unaudited interim
financial data included or incorporated in
the Registration Statement and the Final
Prospectus do not comply in all material
respects with the applicable accounting
requirements of the Exchange Act as it
applies to Form 10-Q and the published rules
and regulations thereunder or are not stated
on a basis substantially consistent with that
of the audited financial statements included
or incorporated in the Registration Statement
and the Final Prospectus; or
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(2) with respect to the period
subsequent to the date of the most recent
financial statements incorporated in the
Registration Statement and the Final
Prospectus, there were any changes, at a
specified date not more than five business
days prior to the date of the letter, in the
long-term debt of the Company and its
subsidiaries or capital stock of the Company
or decreases in the shareholders' equity of
the Company and its subsidiaries as compared
with the amounts shown on the most recent
consolidated balance sheet included or
incorporated in the Registration Statement
and the Final Prospectus, or for the period
from the date of the most recent financial
statements incorporated in the Registration
Statement and the Final Prospectus to such
specified date, if such information is
available for such period, there were any
decreases, as compared with the corresponding
period in the preceding year, in net sales,
in income from continuing operations before
taxes on income, income from continuing
operations, net income, earnings applicable
to common stock or earnings per share of
common stock, of the Company and its
consolidated subsidiaries, except in all
instances for changes or decreases set forth
in such letter, in which case the letter
shall be accompanied by an explanation by the
Company as to the significance thereof unless
said explanation is not deemed necessary by
the Representatives; and
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(3) the letter shall also
state that they have carried out certain
other specified procedures, not constituting
an audit, with respect to certain amounts,
percentages and financial information which
are included or incorporated by reference in
the Registration Statement and the Final
Prospectus and which are specified by the
Representatives, and have found such amounts,
percentages and financial information to be
in agreement with the relevant accounting,
financial and other records of the Company
and its subsidiaries identified in such
letter.
(f) Subsequent to the respective dates as of
which information is given in the Registration
Statement and the Final Prospectus, there shall not
have been (i) any change or decrease specified in the
letter or letters referred to in paragraph (e) of this
Section 5 or (ii) any change, or any development
involving a prospective change, in or affecting the
business or properties of the Company and its
Significant Subsidiaries the effect of which, in any
case referred to in clause (i) or (ii) above, is, in
the judgment of the Representatives, so material and
adverse as to make it impractical or inadvisable to
proceed with the offering or the delivery of the
Purchased Securities as contemplated by the
Registration Statement and the Final Prospectus.
(g) Subsequent to the execution of this
Agreement, there shall not have been any decrease in
the rating of any of the Company's debt securities by
any "nationally reorganized statistical rating
organization" (as defined for purposes of Rule 436(g)
under the Act) or any notice given of any intended or
potential decrease in any such rating or of a possible
change in any such rating that does not indicate the
direction of the possible change.
(h) Prior to the Closing Date, the Company shall
have furnished to the Representatives such further
information, certificates and documents as the
Representatives may reasonably request.
If any of the conditions specified in this
Section 5 shall not have been fulfilled in all material
respects when and as provided in this Agreement, or if any
15
of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to
the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder
may be cancelled at, or at any time prior to, the Closing
Date by the Representatives. Notice of such cancellation
shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
The documents required to be delivered by this
Section 5 shall be delivered at the office of Cravath,
Swaine & Moore, counsel for the Underwriters, at Worldwide
Plaza, 825 Eighth Avenue, New York, New York, on the Closing
Date.
6. Expenses. The Company covenants and agrees
with the several Underwriters that the Company will pay or
cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in
connection with the registration of the Purchased Securities
under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration
Statement, any Preliminary Final Prospectus and the Final
Prospectus and amendments and supplements thereto and the
mailing and delivering of copies thereof to the Underwriters
and dealers; (ii) the cost of printing or producing any
Agreement among Underwriters, this Agreement, the Indenture,
the blue sky and legal investment memoranda and any other
documents in connection with the offering, purchase, sale
and delivery of the Purchased Securities; (iii) all expenses
in connection with the qualification of the Purchased
Securities for offering and sale under state securities laws
as provided in Section 4(e) hereof, including the fees and
disbursements of counsel for the Underwriters in connection
with such qualification and in connection with the blue sky
and legal investment surveys; (iv) any fees charged by
securities rating services for rating the Purchased
Securities; (v) the filing fees incident to any required
review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the Purchased Securities;
(vi) the cost of preparing the Purchased Securities;
(vii) the fees and expenses of the Trustee and any agent of
the Trustee, and the fees and disbursements of counsel for
the Trustee in connection with the Indenture and the
Purchased Securities; and (viii) all other costs and
expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for
16
in this Section. It is understood, however, that, except as
provided in this Section, Section 7 and Section 8 hereof,
the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer
taxes on resale of any of the Purchased Securities by them,
and any advertising expenses connected with any offers they
may make.
7. Reimbursement of Underwriters' Expenses. If
the sale of the Purchased Securities provided for herein is
not consummated because any condition to the obligations of
the Underwriters set forth in Section 5 hereof is not
satisfied or because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or
comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will
reimburse the Underwriters severally upon demand for all out
- -of-pocket expenses (including reasonable fees and disburse-
ments of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the
Purchased Securities.
8. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each
Underwriter, the directors, officers, employees and agents
of each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other
Federal or State statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of a material fact contained in any registration
statement included in the Registration Statement for the
registration of the Purchased Securities as originally filed
or in any amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, or in
any amendment thereof or supplement thereto or arise out of
or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any
legal or other expenses reasonably incurred by it in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that
(i) the Company will not be liable in any such case to the
17
extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any
Underwriter through the Representatives specifically for use
therein, and (ii) such indemnity with respect to the Basic
Prospectus or any Preliminary Final Prospectus shall not
inure to the benefit of any Underwriter (or any person
controlling such Underwriter) to the extent that any such
loss, claim, damage or liability of such Underwriter results
from the fact that such Underwriter sold Purchased
Securities to a person to whom there was not sent or given a
copy of the Final Prospectus (or the Final Prospectus as
amended or supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the
sale of such Purchased Securities to such person in any case
where such delivery is required by the Act if the Company
has previously furnished copies thereof to such Underwriter.
This indemnity agreement will be in addition to any
liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to
indemnify and hold harmless the Company, each of its
directors, officers, employees and agents, each of its
officers who signs the Registration Statement, and each
person who controls the Company within the meaning of either
the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter,
but only with reference to written information relating to
such Underwriter furnished to the Company by or on behalf of
such Underwriter through the Representatives specifically
for use in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to
any liability which any Underwriter may otherwise have. The
Company acknowledges that the statements set forth in the
first sentence of the last paragraph of the cover page, in
the first paragraph on page S-2, and in the third paragraph,
the second sentence of the fourth paragraph and the last
paragraph under the heading "Underwriting" in any
Preliminary Final Prospectus or the Final Prospectus
constitute the only information furnished by or on behalf of
the several Underwriters for inclusion in the documents
referred to in the foregoing indemnity, and you, as the
Representatives, confirm that such statements are correct.
(c) Promptly after receipt by an indemnified
party under this Section 8 of notice of the commencement of
18
any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in
writing of the commencement thereof; but the failure so to
notify the indemnified party will not relieve it from any
liability which it may have to an indemnified party
otherwise than under this Section 8. In case any such
action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel satisfactory to
such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties
which are different from or additional to those available to
the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assert
such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election to so assume
the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable
to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one
separate counsel, approved by the Representatives in the
case of paragraph (a) of this Section 8, representing the
indemnified parties under such paragraph (a) who are parties
to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying
party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
19
(d) In order to provide for just and equitable
contribution in circumstances in which the indemnification
provided for in paragraph (a) of this Section 8 is due in
accordance with its terms but is for any reason held by a
court to be unavailable on grounds of policy or otherwise,
the Company and the Underwriters shall contribute to the
aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection
with investigating or defending the same) to which the
Company and one or more of the Underwriters may be subject
in such proportion so that the Underwriters are responsible
for that portion represented by the percentage that the
underwriting discount bears to the sum of such discount and
the purchase price of the Purchased Securities specified in
Schedule I hereto and the Company is responsible for the
balance; provided, however, that (y) in no case shall any
Underwriter (except as may be provided in any agreement
among Underwriters relating to the offering of the Purchased
Securities) be responsible for any amount in excess of the
underwriting discount applicable to the Purchased Securities
purchased by such Underwriter hereunder and (z) no person
guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this
Section 8, each person who controls an Underwriter within
the meaning of either the Act or the Exchange Act shall have
the same rights to contribution as such Underwriter, and
each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and
each director of the Company shall have the same rights to
contribution as the Company, subject in each case to
clause (z) of this paragraph (d). Any party entitled to
contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be
made against another party or parties under this
paragraph (d), notify such party or parties from whom
contribution may be sought of the commencement thereof, but
the omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be
sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).
9. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the
Purchased Securities agreed to be purchased by such
20
Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of
its or their obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and pay
for (in the respective proportions which the amount of
Purchased Securities set forth opposite their names in
Schedule II hereto bears to the aggregate amount of
Purchased Securities set forth opposite the names of all the
remaining Underwriters) the Purchased Securities which the
defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the
aggregate amount of Purchased Securities which the
defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of
Purchased Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all,
but shall not be under any obligation to purchase any, of
the Purchased Securities, and if such nondefaulting
Underwriters do not purchase all the Purchased Securities,
this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company. In the event of a
default by any Underwriter as set forth in this Section 9,
the Closing Date shall be postponed for such period, not
exceeding seven days, as the Representatives shall determine
in order that the required changes in the Registration
Statement and the Final Prospectus or in any other documents
or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject
to termination in the absolute discretion of the
Representatives by notice given to the Company prior to
delivery of and payment for the Purchased Securities if
prior to such time (i) trading in the Company's Common Stock
shall have been suspended by the Commission or the New York
Stock Exchange or trading in securities generally on the
New York Stock Exchange shall have been suspended or limited
or minimum prices shall have been established on such
Exchange, (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities or
(iii) there shall have occurred any outbreak or material
escalation of major hostilities in which the United States
is involved, or a declaration of war by the Congress of the
United States, or other substantial national or
international calamity or crisis the effect of which on the
financial markets of the United States is such as to make
21
it, in the judgment of the Representatives, impracticable or
inadvisable to proceed with the offering or delivery of the
Purchased Securities as contemplated by the Final
Prospectus.
11. Representations and Indemnities to
Survive. The respective agreements, representations,
warranties, indemnities and other statements of the Company
or its officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf
of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the
Purchased Securities. The provisions of Sections 7 and 8
hereof shall survive the termination or cancellation of this
Agreement.
12. Authority of Representatives; Notice. In all
dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to
act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made by you jointly
or by Goldman, Sachs & Co. on behalf of you as the
Representatives.
All communications hereunder will be in writing
and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telecopied and
confirmed to them, at Goldman, Sachs & Co., 85 Broad Street,
New York, New York 10004 (telephone: (212) 902-1000
telecopy: (212) 902-3000) Attention: Registration
Department; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 101 Columbia
Road, P.O. Box 4000, Morristown, New Jersey 07962
(telephone: 201-455-2000; telecopy: 201-455-5189) Attention:
Treasurer.
13. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors,
employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have rights or
obligations hereunder.
14. Applicable Law. This Agreement will be
governed by and construed in accordance with the laws of the
State of New York.
22
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement among
the Company and the several Underwriters.
Very truly yours,
ALLIEDSIGNAL INC.
By: /s/ Roger C. Matthews
----------------------
Roger C. Matthews
Assistant Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the date
specified in Schedule I hereto.
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
SALOMON BROTHERS INC
As Representatives of the Several
Underwriters named in Schedule II
attached hereto.
By:/s/ Goldman, Sachs & Co.
_______________________
(Goldman, Sachs & Co.)
23
SCHEDULE I
Underwriting Agreement dated August 15, 1995
Registration Statement Nos. 33-13211 and 33-14071
Representatives: Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Closing Date, Time and Location: August 15, 1995,
11:00 a.m., at the offices of Cravath, Swaine & Moore,
825 Eighth Avenue, New York, New York
Sale, Purchase Price and Description of Purchased Debt
Securities:
Title: 6.75% Notes Due August 15, 2000
Principal amount and currency: U.S. $100,000,000
Purchase price: 99.403% of principal amount, plus
accrued interest, if any, from August 15, 1995
Interest rate: 6.75%
Interest payment dates: Semiannually on February 15
and August 15, commencing February 15, 1996
Maturity: August 15, 2000
Sinking fund provisions: None
Redemption provisions: None
Bearer or registered: Registered book-entry form in
denominations of $1,000 and any integral multiple of $1,000
24
Other provisions: As set forth in the Prospectus
Supplement dated August 15, 1995
25
SCHEDULE II
Principal amount
Underwriter of Purchased Securities
Goldman, Sachs & Co. ................... $33,400,000
J.P. Morgan Securities Inc. ............ 33,300,000
Salomon Brothers Inc ................... 33,300,000
Total................................... $100,000,000