| AlliedSignal To Buy Honeywell 
 Filed at 8:48 a.m. EDT -- June 7, 1999
 
 By The Associated Press
 
 NEW YORK (AP) -- AlliedSignal Inc. is buying
 Honeywell Inc. for $13.79 billion in stock,
 strengthening its aerospace business with the
 addition of Honeywell's control systems, the
 companies announced today.
 
 The new company will take the Honeywell name and
 the AlliedSignal headquarters in Morristown, N.J.
 Honeywell's headquarters in Minneapolis will be
 closed. The two companies will cut a total of 4,500
 jobs, or 3.6 percent, of their combined work force.
 
 AlliedSignal makes equipment ranging from aircraft
 engines and collision early-warning systems, to
 wheels and brakes. Honeywell makes control systems
 for aircraft, homes and commercial buildings, such
 as automatic thermostats for heating.
 
 Shareholders have been watching AlliedSignal
 closely since December, when the company was
 thwarted in a hostile bid to acquire AMP Inc., a
 Harrisburg, Pa.-based maker of electronic connectors
 that was instead acquired by Tyco International.
 
 The deal, if approved by the companies' shareholders
 and regulatory officials, will be the swan song for
 Lawrence Bossidy, chairman and chief executive
 officer of AlliedSignal, who retires on April 1, 2000.
 Bossidy even hinted at it two months ago, at the
 company's annual meeting, when he said, ''I want to
 do something big in this company before I leave.''
 
 Both companies' boards of directors have approved
 the deal.
 
 Bossidy, 64, will serve as chairman for the combined
 company until his retirement. Michael R.
 Bonsignore, 58, chairman and chief executive of
 Honeywell, will be the new company's chief
 executive and assume the additional title of chairman
 when Bossidy departs.
 
 The two companies have had on-and-off merger
 discussions since 1989, when Honeywell was a
 much weaker company. Bonsignore's turnaround of
 Honeywell made the company a stronger potential
 partner and proved to Bossidy that Bonsignore could
 fill his shoes.
 
 ''As I looked at Honeywell and saw what Mike had
 done over the last six years in improving their
 outlook, I got more interested,'' Bossidy said in an
 interview today with The Associated Press.
 
 The hardest issues to resolve, the executives said,
 were the company name and headquarters.
 
 Honeywell has been based in Minneapolis for 114
 years, and currently employs 7,500 in the Twin
 Cities area. The two companies agreed to keep 6,000
 jobs in the area and maintain its philanthropic
 commitments.
 
 For AlliedSignal, the company loses the name
 created in 1985 by the merger of Allied Corp. and
 the Signal Cos.
 
 ''They have a better worldwide brand than we did, so
 we made a concession on that point,'' Bossidy said.
 
 The companies expect to save $500 million within
 two years by integrating their research and
 development and purchasing. The new company will
 eliminate 2,000 jobs within the first six months after
 the deal closes and another 2,500 the following year.
 
 Rumors about the deal circulated around Wall Street
 late last week. On Friday, Honeywell's stock jumped
 $9.12 1/2 to $105 on Friday, a new one-year high,
 on the New York Stock Exchange, while
 AlliedSignal's shares dipped $2 to $58.37 1/2.
 
 Honeywell shareholders will receive 1.875 shares of
 AlliedSignal common stock -- worth $109.45 based
 on Friday's close -- for each share of Honeywell they
 own.
 
 AlliedSignal also will assume $1.5 billion of
 Honeywell's debt, but the synergies and cost savings
 of the combined operations are expected to add 17
 cents a share to earnings of the combined companies
 in 2000, and 32 cents a share in 2002.
 
 Honeywell earned $572 million on sales of $8.02
 billion last year. AlliedSignal made a $1.33 billion
 profit on sales of $15.13 billion.
 
 Copyright 1999 The New York Times Company
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