UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
ALLIEDSIGNAL INC.
5-3/4% Dealer remarketable security ("Drs. ")
due March 15, 2011
REGISTERED NO. 1 $200,000,000
REGISTERED CUSIP: 019512 AL 6
ALLIEDSIGNAL INC., a Delaware corporation (hereinafter
called the "Company"), for value received, hereby promises to pay
to CEDE & CO. or registered assigns, the principal sum of TWO
HUNDRED MILLION U.S. DOLLARS ($200,000,000) on March 15, 2011,
and to pay interest, semi-annually on March 15 and September 15
of each year (each, an "Interest Payment Date"), on said
principal sum at the rate per annum specified below, from the
March 15 or September 15, as the case may be, to which interest
on Securities has been paid preceding the date hereof (unless the
date hereof is a March 15 or a September 15 to which interest has
been paid, in which case from the date hereof, or unless the date
hereof is prior to the first scheduled payment of interest on
September 15, 1998, in which case from February 10, 1998) until
payment of said principal sum has been made or duly provided for.
The amount of interest payable on any Interest Payment Date shall
be computed on the basis of a 360-day year of twelve 30-day
months. If the Company shall default in the payment of interest
when due on such March 15 or September 15, then this Security
shall bear interest from the next preceding date to which
interest has been paid, or, if no interest has been paid, from
February 10, 1998. The interest so payable on any March 15 or
September 15 shall be paid to the person in whose name this
Security shall be registered at the close of business on the
fifteenth calendar day (whether or not a Business Day)
immediately preceding the related Interest Payment Date (each, a
"Regular Record Date"). For purposes of this Security, "Business
Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in The City of New York are authorized
or obligated by law, executive order or governmental decree to be
closed.
____________
"Dealer remarketable security" and "Drs." are service marks
of J.P. Morgan Securities Inc.
Payments of interest (other than interest payable at
maturity) on this Security will be made (except as specified
below) by wire-transfer in same-day funds to the registered
holder appearing on the Securities register on the relevant
Regular Record Date. Principal and interest at maturity will be
paid upon surrender of this Security at the office of the paying
agent located at 55 Water Street, 2nd Floor, North Building, Room
234, New York, New York, or at such other paying agency as the
Company may designate.
Initially, The Chase Manhattan Bank will be the paying agent
and the registrar for this Security. The Company reserves the
right at any time to remove any paying agent or registrar without
notice, to appoint additional or other paying agents and other
Security registrars without notice and to approve any change in
the office through which any paying agent or Security registrar
acts; provided, however, that there will at all times be a paying
agent in New York City.
If and to the extent the Company shall default in the
payment of the interest due on any interest payment date, such
defaulted interest shall be paid to the person in whose name this
Security is registered at the close of business on a record date
established for such payment by notice by or on behalf of the
Company to the holders of the Securities mailed by first-class
mail not less than fifteen days prior to such record date to
their last address as they shall appear upon the Security
register, such record date to be not less than five days
preceding the date of payment of such defaulted interest. The
Company may pay interest by check mailed to the holder's address
as it appears on the Security register.
This Security and all the obligations of the Company
hereunder are direct, unsecured obligations of the Company and
rank pari passu with all other Securities and other unsecured and
unsubordinated indebtedness of the Company from time to time
outstanding.
The rate of interest on this Security shall be 5-3/4% per annum
to March 15, 2001 (the "Remarketing Date"). If the Remarketing
Dealer elects to remarket the Securities pursuant to the
Remarketing Agreement dated as of February 10, 1998 (the
"Remarketing Agreement") between J.P. Morgan Securities Inc., as
Remarketing Dealer (the "Remarketing Dealer"), and the Company,
then, except as otherwise set forth on the reverse hereof, (i)
this Security shall be subject to mandatory tender to the
Remarketing Dealer for remarketing on the Remarketing Date, on
the terms and subject to the conditions set forth on the reverse
hereof, and (ii) on and after the Remarketing Date, this Security
shall bear interest at the rate determined by the Remarketing
Dealer in accordance with the procedures set forth in Section 4
on the reverse hereof (the "Interest Rate to Maturity").
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Security shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall
have been executed by the Trustee under the Indenture referred to
on the reverse hereof.
IN WITNESS WHEREOF, AlliedSignal Inc. has caused this
Security to be signed by its duly authorized officers and has
caused its corporate seal to be affixed hereunto.
Dated: February 10, 1998
ALLIEDSIGNAL INC.
By: ______________________
Name: John W. Gamble, Jr.
Title: Assistant Treasurer
(SEAL)
ATTEST:
By:__________________________
Name: Terrance L. Carlson
Title: Assistant Secretary
Certificate of Authentication
This is one of the Securities of the series designated therein and
described in the within mentioned Indenture.
THE CHASE MANHATTAN BANK
(NEW YORK BANKING CORPORATION),
as Trustee
By:______________________________
Authorized Signatory
AlliedSignal Inc.
5-3/4% Dealer remarketable security ("Drs. ")
due March 15, 2011
1. Indenture. (a) This Security is one of the duly
authorized issue of debt securities of the Company (herein
referred to as the "Debt Securities") of the series hereinafter
specified, all issued or to be issued under and pursuant to an
indenture dated as of October 1, 1985, as supplemented by the
First Supplemental Indenture dated as of February 1, 1991 and the
Second Supplemental Indenture dated as of November 1, 1997
(herein referred to as the "Indenture"), duly executed and
delivered by the Company to The Chase Manhattan Bank, as Trustee
(herein referred to as the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and
the holders (the words "holders", "holder", "Securityholders" or
"Securityholder" mean the registered holder(s)) of the Debt
Securities.
(b) The Debt Securities may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be denominated in
different currencies, may be subject to different redemption
provisions, if any, may be subject to different sinking funds, if
any, may be subject to additional covenants and Events of Default
and may otherwise vary as provided in the Indenture. This
Security is one of the series designated as the 5-3/4% Dealer
remarketable securities ("Drs. ") due March 15, 2011 of the
Company and such series is limited in aggregate principal amount
to $200,000,000. References herein to "Securities" or "Drs."
shall mean the Debt Securities of said series.
(c) All capitalized terms used in this Security which are
defined in the Indenture and not otherwise defined herein shall
have the meanings assigned to them in the Indenture.
2. Mandatory Tender on Remarketing Date; Purchase and
Settlement. On a Business Day not later than five Business Days
prior to the Remarketing Date (the "Notification Date"), the
Remarketing Dealer will notify the Company and the Trustee as to
whether it elects to purchase the Drs. on the Remarketing Date.
If, and only if, the Remarketing Dealer so elects, the Drs. shall
be subject to mandatory tender to the Remarketing Dealer for
purchase and remarketing on the Remarketing Date, upon the terms
and subject to the conditions described in the Remarketing
Agreement. The purchase price of the Drs. shall be equal to 100%
of the principal amount thereof. Upon such tender, the
Remarketing Dealer shall have the option, in its sole discretion,
to elect to remarket the Securities in accordance with the
Remarketing Agreement for its own account at varying prices to be
determined by the Remarketing Dealer at the time of each sale. No
holder or beneficial owner of any Securities shall have any
rights or claims under the Remarketing Agreement or against the
Company or the Remarketing Dealer as a result of the Remarketing
Dealer not purchasing such Securities.
3. Maintenance of Book-Entry System. (a) The tender and
settlement procedures with respect to the Securities set forth in
the Remarketing Agreement shall be subject to modification,
without the consent of the holders of the Securities, to the
extent required by DTC or, if the book-entry system is no longer
available for the Securities at the time of the remarketing, to
the extent required to facilitate the tendering and remarketing
of Securities in certificated form. In addition, the Remarketing
Dealer may modify the settlement procedures without the consent
of the holders of the Securities in order to facilitate the
settlement process.
(b) The Company hereby agrees with the Trustee and the
holders of Securities that at all times, notwithstanding any
provision to the contrary set forth in the Indenture, (i) it will
use its best efforts to maintain the Securities in book-entry
form with DTC or any successor thereto and to appoint a successor
depository to the extent necessary to maintain the Securities in
book-entry form and (ii) it will waive any discretionary right
that it otherwise may have under the Indenture to cause the
Securities to be issued in certificated form.
4. Determination of Interest Rate to Maturity;
Notification Thereof. The Remarketing Dealer shall determine a
new stated interest rate on the Drs. as of the Remarketing Date
(the "Interest Rate to Maturity") on the third Business Day
immediately preceding the Remarketing Date (the "Determination
Date") by soliciting by 3:30 p.m., New York City time the
Reference Corporate Dealers (defined below) for firm committed
bids to purchase all outstanding Drs. at the Dollar Price
(defined below), and by selecting the lowest such firm committed
bid (regardless of whether each of the Reference Corporate
Dealers actually submit bids). Each bid shall be expressed in
terms of the Interest Rate to Maturity that the Drs. would bear
(quoted as a spread over 5.50% per annum (the "Base Rate")) based
on the following assumptions: (i) the Drs. would be issued on the
Remarketing Date for settlement on the same day; (ii) the Drs.
would mature on the Stated Maturity Date; (iii) the Drs. would
bear interest from the Remarketing Date at a stated rate equal to
the Interest Rate to Maturity bid by such Reference Corporate
Dealer, payable semi-annually on the interest payment dates for
the Drs. and (iv) the winning bidder will bear all of its own
expenses (including legal fees) in connection with the
remarketing. The Interest Rate to Maturity announced by the
Remarketing Dealer as a result of such process will be quoted to
the nearest one hundred-thousandth (0.00001) of one percent per
annum and, absent manifest error, will be binding and conclusive
upon holders of the Drs., the Company and the Trustee. The
Remarketing Dealer shall have the discretion to select the time
at which the Comparable Treasury Price is determined on the
Determination Date.
"Dollar Price" means the discounted present value to the
Remarketing Date of the cash flows on a bond (x) with a principal
amount equal to the aggregate principal amount of the Drs., (y)
maturing on the Stated Maturity Date and (z) bearing interest
from the Remarketing Date, payable semi-annually (assuming a
360-day year consisting of twelve 30-day months) on the interest
payment dates of the Drs. at a rate equal to the Base Rate, using
a discount rate equal to the Treasury Rate (defined below).
"Reference Corporate Dealer" means J.P. Morgan Securities
Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and two other leading dealers of publicly-traded
debt securities of the Company to be chosen by the Remarketing
Dealer. If any of such persons shall cease to be a leading
dealer of publicly-traded debt securities of the Company, then
the Remarketing Dealer may replace such person with any other
leading dealer of publicly-traded debt securities of the Company.
"Treasury Rate" means the annual rate equal to the semi-
annual equivalent yield to maturity or interpolated (on a 30/360
day count basis) yield to maturity on the Determination Date of
the Comparable Treasury Issues (defined below) for value on the
Remarketing Date, assuming a price for the Comparable Treasury
Issues (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price (as defined below).
"Comparable Treasury Issues" means the United States
Treasury security or securities selected by the Remarketing
Dealer as having an actual or interpolated maturity or maturities
comparable to the remaining term of the Drs.
"Comparable Treasury Price" means (a) the offer prices for
the Comparable Treasury Issues (expressed in each case as a
percentage of its principal amount) on the Determination Date, as
set forth on Telerate Page 500 (as defined below), adjusted to
reflect settlement on the Remarketing Date if prices quoted on
Telerate Page 500 are for settlement on any date other than the
Remarketing Date, or (b) if such page (or any successor page) is
not displayed or does not contain such offer prices on such
Business Day, (i) the average of five Reference Treasury Dealer
Quotations for such Remarketing Date, after excluding the highest
and lowest of such Reference Treasury Dealer Quotations, or (ii)
if the Remarketing Dealer obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations. "Telerate Page 500" means the
display designated as "Telerate Page 500" on Dow Jones Markets
Limited (or such other page as may replace Telerate Page 500 on
such service) or such other service displaying the offer prices
specified in (a) above as may replace Dow Jones Markets Limited.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer, the offer price(s) for the
Comparable Treasury Issues (expressed in each case as a
percentage of its principal amount) for settlement on the
Remarketing Date, quoted in writing to the Remarketing Dealer by
such Reference Treasury Dealer by 3:30 p.m. on the Determination
Date.
"Reference Treasury Dealer" means a primary U.S. Government
securities dealer in The City of New York (which may include the
Remarketing Dealer) selected by the Remarketing Dealer.
5. Repurchase. If the Remarketing Dealer (i) does not
elect to exercise its right to a mandatory tender of the Drs.,
(ii) shall not have received by the required time on the
Determination Date any firm, committed bids to purchase all of
the Drs. in accordance with Section 4 of this Security or (iii)
for any other reason does not purchase all of the Drs. on the
Remarketing Date, then the Company shall repurchase on the
Remarketing Date at a price equal to 100% of the principal amount
of the Drs. plus all accrued interest, if any, on the Drs. to
(but excluding) the Remarketing Date, any Drs. that have not been
purchased by the Remarketing Dealer on the Remarketing Date.
6. Redemption.
(a) If the Remarketing Dealer has elected to remarket the
Drs. on the Remarketing Date, the Company shall have the right to
redeem the Drs., in whole but not in part, from the Remarketing
Dealer on the Remarketing Date at a redemption price equal to the
greater of (i) 100% of the principal amount thereof or (ii) the
Dollar Price, by giving notice of such redemption to the
Remarketing Dealer no later than
(x) the Business Day immediately prior to the
Determination Date or
(y) if fewer than three Reference Corporate Dealers
submit firm, committed bids to the Remarketing Dealer on the
Determination Date in accordance with Section 4 of this
Security, immediately after the deadline set by the
Remarketing Dealer for receiving such bids has passed.
In either such case, it shall pay such redemption price for the
Drs. in same-day funds by wire transfer on the Remarketing Date
to an account designated by the Remarketing Dealer.
(b) After the Remarketing Date, the Drs. will be redeemable
(a "Post-Remarketing Redemption"), in whole or in part, at the
option of the Company at any time at a redemption price equal to
the greater of (i) 100% of the principal amount of such Drs. or
(ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including the
portion of any such payments of interest accrued as of the
redemption date) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-
day months) at the Adjusted Treasury Rate (as defined below)
(determined on the third Business Day preceding such redemption
date), plus, in each case, accrued and unpaid interest thereon to
the redemption date.
Notice of any Post-Remarketing Redemption will be mailed at
least 30 days but not more than 60 days before the redemption
date to each holder of the Drs. to be redeemed. Unless the
Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Drs. or
portions thereof called in connection with a Post-Remarketing
Redemption.
"Adjusted Treasury Rate" means (i) the arithmetic mean of
the yields under the heading "Week Ending" published in the
Statistical Release most recently published prior to the date of
determination under the caption "Treasury Constant Maturities"
for the maturity (rounded to the nearest month) corresponding to
the remaining life to maturity, as of the redemption date, of the
principal being redeemed plus (ii) 0.10%. If no maturity set
forth under such heading exactly corresponds to the maturity of
such principal, yields for the two published maturities most
closely corresponding to the maturity of such principal shall be
calculated pursuant to the immediately preceding sentence, and
the Adjusted Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding in each of
the relevant periods to the nearest month.
"Statistical Release" means the statistical release
designated "H.15(519)" or any successor publication which is
published weekly by the Federal Reserve System and which
establishes yields on actively-traded United States government
securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any
determination under the terms of the Drs., then such other
reasonably comparable index which shall be designated by the
Company.
7. Effect of Event of Default. If an Event of Default
shall have occurred and be continuing, the principal hereof may
be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
8 Tax Treatment. The Company and the holders of this
Security (and each holder of a beneficial interest herein), by
accepting this Security, agree to treat the Drs. as fixed rate
debt instruments that mature on the Remarketing Date for United
States Federal income tax purposes.
9. Amendments and Waivers. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and
the rights of holders of Debt Securities of each series under the
Indenture at any time by the Company and the Trustee with the
consent of the holders of a majority in aggregate principal
amount of the Debt Securities at the time outstanding of each
series to be affected thereby (voting as a class). The Indenture
also contains provisions permitting the holders of a majority in
aggregate principal amount of the Debt Securities of each series
to be affected at the time outstanding, on behalf of the holders
of all Debt Securities of each such series, to waive compliance
by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the holder of this Security shall
be conclusive and binding upon such holder and upon all future
holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
10. Denominations, Transfer and Exchange. (a) The
Securities are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.
(b) Where certificated Securities are presented to the
registrar with a request to register their transfer or to
exchange them for an equal principal amount of Securities of
other authorized denominations, the registrar shall register the
transfer or make the exchange if its requirements for such
transactions are met. No service charge shall be made for any
registration of transfer or exchange of Securities, but the
Company may require the payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
(c) Ownership of Securities shall be governed by the
register for the Securities kept by the registrar. The Company,
the Trustee and any agent of the Company may treat the person in
whose name a Security is registered as the absolute owner thereof
for all purposes.
11. No Liability of Certain Persons. No director, officer,
employee or stockholder, as such, of the Company shall have any
liability for any obligations of the Company under this Security
or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each holder by
accepting this Security waives and releases all such liability.
The waiver and release are part of the consideration for the
issue of the Security.
12. Governing Law. The laws of the State of New York
govern the Indenture and this Security.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfers(s) unto:
PLEASE INSERT TAXPAYER
IDENTIFICATION NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NUMBER AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
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the within Security of AlliedSignal Inc. and all rights thereunder and hereby
irrevocably constitutes and appoints ____________________________ attorney to
transfer said Security on the books of the Company, with full power of
substitution in the premises
Dated:
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE (S) SHOULD
BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, A MEMBER ORGANIZATION
OR A NATIONAL STOCK EXCHANGE OR BY SUCH OTHER ENTITY WHOSE SIGNATURE IS ON
FILE WITH AND ACCEPTABLE TO THE TRANSFER AGENT.