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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
DATE OF REPORT - SEPTEMBER 1, 1999
(Date of earliest event reported)
AlliedSignal Inc.
(Exact name of Registrant as specified in its Charter)
DELAWARE 1-8974 22-2640650
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation Identification Number)
101 COLUMBIA ROAD, P.O. BOX 4000, MORRISTOWN, NEW JERSEY 07962-2497
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 455-2000
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ITEM 5. OTHER EVENTS.
Amendment of Restated Certificate of Incorporation
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On September 1, 1999, after obtaining approval of its
shareowners at its special meeting of shareowners held that
day, AlliedSignal Inc. filed a certificate of amendment to
its restated certificate of incorporation with the Secretary
of State of the State of Delaware. The certificate of
amendment increases the number of authorized shares of
common stock from one billion to two billion and increases
the authorized number of shares of preferred stock from 20
million to 40 million. The certificate of amendment also
eliminates several series of preferred stock that are no
longer outstanding.
The certificate of amendment is attached hereto as
Exhibit 3(i) to this Current Report on Form 8-K. The
restated certificate of incorporation of AlliedSignal Inc.
as in effect prior to the filing of the certificate of
amendment is filed as Exhibit 3(i) to AlliedSignal's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
Date: September 2, 1999 AlliedSignal Inc.
By: /s/ James V. Gelly
___________________
James V. Gelly
Vice President and Treasurer
EXHIBIT 3(i)
[Conformed]
Certificate of Amendment
of
Restated Certificate of Incorporation
of
AlliedSignal Inc.
AlliedSignal Inc., a Delaware corporation (the "Corporation"),
hereby certifies as follows:
1. The Board of Directors of the Corporation has duly
adopted a resolution setting forth a proposed amendment to the
Restated Certificate of Incorporation of the Corporation,
declaring the proposed amendment to be advisable and directing
that the proposed amendment be presented to a special meeting of
the Corporation's shareowners, such amendment to replace existing
Article FOURTH of the Restated Certificate of Incorporation in
its entirety with a new Article FOURTH, to read as follows:
FOURTH: The total number of shares of stock
which the corporation shall have authority to
issue is 2,040,000,000 shares of which
2,000,000,000 shares shall be Common Stock, par
value $1.00 per share ("Common Shares"), and
40,000,000 shares shall be Preferred Stock,
without par value ("Preferred Stock").
2. The amendment of the Restated Certificate of
Incorporation as set forth above has been duly adopted in
accordance with the provisions of Section 242 of the Delaware
General Corporation Law.
AlliedSignal Inc.
By: /s/ Peter M.Kreindler
_____________________
Name: Peter M. Kreindler
Title: Senior Vice President,
General Counsel and Secretary
Attest:
/s/ J. Edward Smith
_________________________
Name: J. Edward Smith
Title: Assistant Secretary
Dated: September 1, 1999