Exhibit 99.2
HONEYWELL INC.
PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
SPECIAL MEETING OF SHAREOWNERS ON SEPTEMBER 1, 1999
(I) (We) hereby appoint M.R. Bonsignore, E.D. Grayson and K.M. Gibson,
and each of them, proxies (each with power of substitution) to attend
the above special meeting of shareowners of Honeywell Inc. and any
adjournment, to vote all shares of Honeywell stock that (I) (we) hold of
record, including any shares held under the Dividend Reinvestment Plan
administered by ChaseMellon Shareholder Services, L.L.C., for all
matters described on the reverse side of this card, and on any other
matter that may properly come before the meeting.
The Honeywell Savings and Stock Ownership Plan requires that the Trustee
receive voting instructions for shares held under the plan by
August 27, 1999. To meet this requirement, either complete, sign and
date this card and mail it to be received no later than August 27, or
vote by telephone by August 27. After August 27, 1999, your voting
instructions for Plan shares cannot be revoked. Also, you may not vote
Plan shares in person at the meeting. The Trustee is authorized to vote
the Plan shares for which instructions have been given on any other
business that may come before the meeting. ChaseMellon Shareholder
Services, L.L.C. will tally the vote on behalf of the Trustee.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE VOTE VIA TELEPHONE OR SIGN AND DATE ON THE REVERSE SIDE
AND MAIL PROMPTLY.
------------------------------------------------------------------------
Comments:
------------------------------------------------------------------------
SEE REVERSE SIDE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
^ FOLD AND DETACH HERE ^
IF VOTING BY MAIL, RETURN PROXY CARD IN THE ENCLOSED ENVELOPE. PLEASE BE SURE TO
SIGN AND DATE THE CARD.
ADMISSION TICKET MAP TO HONEYWELL'S CORPORATE OFFICES
HONEYWELL INC.
SPECIAL MEETING OF SHAREOWNERS
[MAP]
WEDNESDAY, SEPTEMBER 1, 1999
HONEYWELL CORPORATE OFFICES
2701 FOURTH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55408
The meeting will be held in the
Corporate Auditorium. Shareowners
should enter at the main entrance on
Fourth Avenue. Security personnel will
be available to direct shareowners to
parking and handicapped access.
Please mark
your vote as
indicated in [X]
this example
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
---------------------------------------------------------------
FOR AGAINST ABSTAIN
APPROVAL OF THE AGREEMENT AND
PLAN OF MERGER, DATED AS OF JUNE [ ] [ ] [ ] Will attend meeting [ ]
4, 1999, AMONG ALLIEDSIGNAL
INC., HONEYWELL INC. AND A
SUBSIDIARY OF ALLIEDSIGNAL, AND
THE MERGER PURSUANT THERETO.
THIS PROXY WILL BE VOTED FOR THE
PROPOSAL IF NO CHOICE IS
SPECIFIED.
--------------------------------------------------------------- Change of Address [ ]
---------------------------------------------------------
IF VOTING BY TELEPHONE, PLEASE FOLLOW INSTRUCTIONS BELOW
---------------------------------------------------------
------------------------
------------------------
------------------------
----------
Signature(s)__________________________________________________________ Date____________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give the title as such.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
^ FOLD AND DETACH HERE ^
YOU CAN VOTE YOUR SHARES BY TELEPHONE
Your electronic vote authorizes the named proxies to vote in the same
manner as if you marked, signed, and returned your proxy card.
TO VOTE BY TELEPHONE:
1. If you have a touch-tone telephone, call 1-800-840-1208. This is a
TOLL-FREE number. You may call 24 hours a day through 4:00 p.m.
Eastern Standard Time on August 31, 1999.
2. Enter your Control Number, which is located in the box at the lower
right hand corner of this instruction form.
To vote as the Board of Directors recommends on the
proposal, press 1. If you wish to vote no on the proposal,
press 0. (When you press 1 or 0 here, your vote will be
confirmed and cast as you directed, or follow the recorded
instructions.)
3. Following voting, also confirm if you plan to attend the meeting in
Minneapolis.
Your vote on the proposal will be repeated and you will have an
opportunity to confirm it.
IF YOU VOTE BY TELEPHONE, DO NOT RETURN YOUR
PROXY CARD BY MAIL. THANK YOU FOR VOTING.