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AlliedSignal-Honeywell Merger Receives Clearance From European Commission; Will Close Merger Later Today To Launch New $24-Billion Technology Leader Called Honeywell.


MORRIS TOWNSHIP There are several places named Morris Township in the United States:
  • Morris Township, Minnesota
  • Morris Township, New Jersey
  • Morris Township, Clearfield County, Pennsylvania
  • Morris Township, Greene County, Pennsylvania
, N.J./MINNEAPOLIS--(BUSINESS WIRE)--Dec. 1, 1999--

Cost-Savings Estimate Raised To $750 Million From $500 Million In 2002;

First-Year Cost Savings Expected To Be $250 Million; Company Anticipates Incurring Charge Of $850 Million To $950 Million

Annual EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format.  Growth Expected To Be 20% In 2000 And To Grow At

Compounded Annual Rate Of At Least 18% Over Next Three Years;

Free Cash Flow Before Dividends Expected To Be $3 Billion In 2002

Integration Process Underway With Completion Slated For Mid-Year 2000;

Leadership Team Driving Integration

AlliedSignal Inc. and Honeywell Inc. announced today that they have received clearance from the European Commission European Commission, branch of the governing body of the European Union (EU) invested with executive and some legislative powers. Located in Brussels, Belgium, it was founded in 1967 when the three treaty organizations comprising what was then the European Community  to complete their merger. The companies said they plan to complete the merger today after the close of trading on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
, marking the historic launch of a new $24-billion global technology company operating under the Honeywell name.

The new company's stock will commence trading under the symbol HON on December 2 on the New York Stock Exchange. The stock also will trade on the London, Chicago and Pacific stock exchanges.

"Today is an exciting day for the shareowners, employees and customers of the new Honeywell," said Lawrence A. Bossidy, Chairman of the new Honeywell. "We are embarking on a wonderful journey as a newly minted global technology powerhouse. The new Honeywell is a broader and more resilient company, possessing the efficiency, diversity and durability to generate consistent earnings performance and growth."

The merger will be immediately accretive to earnings, with earnings per share expected to grow by 20% in 2000 and at a compounded annual rate of at least 18% over the next three years. Annual operating margin Operating Margin

A ratio used to measure a company's pricing strategy and operating efficiency.

Calculated by:
 is expected to grow at least one point per year from 14% in 1999, and free cash flow before dividends is expected to be $3 billion in 2002. Honeywell will have an annual revenue-growth goal of 8% to 10%.

Michael R. Bonsignore, the new company's Chief Executive Officer, said, "We are poised to deliver on all of our commitments, making the new Honeywell a great company to do business with, invest in and work for. We have a proven Six Sigma Not to be confused with Sigma 6.
Six Sigma is a set of practices originally developed by Motorola to systematically improve processes by eliminating defects.[1] A defect is defined as nonconformity of a product or service to its specifications.
 productivity engine, which enables us to pursue exciting prospects for future revenue growth through a wider range of products and integrated solutions offerings and through the critical mass the combined company has gained in Europe and Asia."

The European Commission did not ask the companies to make any divestitures beyond those called for in the companies' agreement in principle with the U.S. Department of Justice (DOJ (Department Of Justice) The legal arm of the U.S. government that represents the public interest of the United States. It is headed by the Attorney General. ).

Integration Teams Find Additional Cost Savings

Honeywell has raised the previously announced cost-savings estimate for 2002 to $750 million from $500 million. The integration teams have found additional opportunities for cost savings primarily through the combining of the companies' global infrastructures, implementing the shared services shared services,
n.pl the administrative, clinical, or other service functions that are common to two or more hospitals or their health care facilities and used jointly or cooperatively by them.
 concept, which includes the consolidation of information systems, and leveraging the combined company's purchasing strength.

The company estimates that there will be a charge of approximately $850 million to $950 million related to the merger integration and other restructuring actions.

"We will perpetuate a broad and far-reaching Six Sigma discipline throughout the new Honeywell to create added value Added value in financial analysis of shares is to be distinguished from value added. Used as a measure of shareholder value, calculated using the formula:

Added Value = Sales - Purchases - Labour Costs - Capital Costs
 for our shareowners and our customers," Bonsignore added. "We are training 240 Six Sigma Black Belts who will immediately begin work in the original Honeywell businesses, and we plan to add an additional 260 Black Belts to our total population of more than 3,000 to work throughout our businesses in 2000."

With the merger's closing, Bossidy noted that the integration process is now on an accelerated timetable. "We have spent the past five months developing comprehensive integration plans and will now swiftly implement them across the new company," Bossidy said. "We expect to complete the bulk of our integration activities by mid-year 2000."

Revenue Synergies And Growth Opportunities

Bonsignore said the company has identified opportunities to achieve significant revenue synergies by 2002. "The integration planning teams have done a terrific job in identifying synergies across the company that will enable us to meet our commitments," he added.

Honeywell is pursuing a variety of revenue growth opportunities. One example is the emerging free-flight system in the aviation industry. The free-flight system will lead to more on-time flights, less airway congestion The condition of a network when there is not enough bandwidth to support the current traffic load.

congestion - When the offered load of a data communication path exceeds the capacity.
 and lower operating costs operating costs nplgastos mpl operacionales  for airlines by enabling aircraft to use travel routes outside of traditional airways.

The company is leading a team of avionics companies working with the FAA to develop the software that will serve as the backbone of the free-flight communications system In telecommunication, a communications system is a collection of individual communications networks, transmission systems, relay stations, tributary stations, and data terminal equipment (DTE) usually capable of interconnection and interoperation to form an integrated whole. . The free-flight market is expected to be a $10-billion industry, and the company's broad range of avionics products and integrated systems will play an important part in the free-flight system.

A number of key growth opportunities also exist in the area of e-business. Examples include MyPlant.com (www.myplant.com), which provides customers with easy access to a broad range of the company's and third-parties' process industry solutions. "MyPlant.com and other e-business initiatives are leveraging the powerful connectivity advantages of the Internet to give our global customers fast and easy access to best-in-class technologies that can significantly improve their operations," Bonsignore said.

Overall, he added that the new company is well positioned for both short- and long-term growth, with more than 75% of its products leading their respective industries and most having superior technological positions. Many of these product offerings lead to significant service revenues beyond the original sale. The company's broad services and solutions portfolio includes more than 10,000 patents and proprietary solutions.

Leadership

The new company's leadership group, which was announced on June 7 of this year, has been driving the integration process. Robert D. Johnson, formerly President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of AlliedSignal's Aerospace business, and Giannantonio Ferrari, formerly Honeywell's President and Chief Operating Officer Chief Operating Officer (COO)

The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president.
, are the new company's two Chief Operating Officers. Johnson is responsible for the company's aerospace operations, which have combined annual revenues of about $10 billion. Ferrari is responsible for the remaining diversified businesses, which have combined annual revenues of approximately $14 billion.

Other leadership members include Peter Kreindler, Senior Vice President and General Counsel; James Porter James Porter can refer to:
  • James Porter (American politician) (1787-1839), US Congressman from New York
  • James Porter (Australian politician), former member of the Australian House of Representatives
, Senior Vice President, Information Systems and Business Services; Donald Redlinger, Senior Vice President, Human Resources The fancy word for "people." The human resources department within an organization, years ago known as the "personnel department," manages the administrative aspects of the employees.  and Communications; and Richard Wallman, Senior Vice President and Chief Financial Officer. Ray Stark, Vice President, Six Sigma and Productivity, will continue to lead the merger integration process in addition to overseeing the company's Six Sigma and productivity initiatives.

New Board Of Directors

Honeywell's new 15-member Board of Directors comprises nine members from the AlliedSignal Inc. Board and six members from the Honeywell Inc. Board. They are:

- Lawrence A. Bossidy, Chairman of the Board, Honeywell

- Michael R. Bonsignore, Chief Executive Officer, Honeywell

- Hans W. Becherer Hans W. Becherer (1935 - ) received his undergraduate education at Trinity College (Connecticut) and his MBA from Harvard. He became president of Deere & Company in 1987 and led the Company as CEO from 1989 to 2000 following the financial farm crisis of the 1980s. , Chairman and CEO, Deere and Company

- Gordon M. Bethune, Chairman and CEO, Continental Airlines, Inc.

- Marshall N. Carter, Chairman and CEO, State Street Corporation

- Ann M. Fudge, Executive Vice President, Kraft Foods Kraft Foods Inc. (NYSE: KFT) is the largest food and beverage company headquartered in North America and the second largest in the world after NestlĂ© SA.

The Philip Morris Company (now known as Altria Group), a company that produces tobacco products, acquired Kraft for
, Inc.

- James J. Howard This article is about the politician. For other people similarly named, see James Howard.
James John Howard (July 24, 1927 in Irvington, New Jersey – March 25, 1988 in Washington, D.C.
, Chairman, President and CEO, Northern States

Power Company

- Bruce Karatz, Chairman, President and CEO, Kaufman and Broad Home

Corporation

- Robert P. Luciano, retired Chairman and CEO, Schering-Plough

Corporation

- Russell E. Palmer, Chairman and CEO, Palmer Group

- Jaime Chico Pardo, CEO, Telefonos de Mexico, S.A. de C.V (TELMEX TELMEX Telefonos de Mexico )

- Ivan G. Seidenberg, Chairman and CEO, Bell Atlantic Corporation

- Andrew C. Sigler, retired Chairman and CEO, Champion

International Corporation

- John R. Stafford, Chairman, President and CEO, American Home For the American mortgage lender, see .
The American Home is a center of intercultural exchange located in Vladimir, Russia. The home is designed to model a typical American suburban home and its main focus is the ESL school that provides lessons for Russian students.
 

Products Corporation

- Michael W. Wright, Chairman, President and CEO, SUPERVALU INC.

Effect Of The Merger

The all-stock merger is tax free to shareholders, except for cash paid in lieu of fractional shares. Each share of the Honeywell Inc. stock is being exchanged for 1.875 shares of the new Honeywell, formerly named AlliedSignal Inc. Based on 128 million former Honeywell shares outstanding and the closing price of AlliedSignal's shares ($60) on November 30, 1999, the transaction is valued at more than $14 billion. When all of the former Honeywell shares are exchanged, the new company will have approximately 793 million shares outstanding with a market capitalization Market Capitalization

A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap.
 in excess of $47 billion. The merger is being accounted for as a pooling of interests Pooling of Interests

An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together.

Notes:
The opposite of pooling of interests is the purchase acquisition method.
.

Honeywell is a US$24-billion diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; automotive products; power generation systems; specialty chemicals; fibers; plastics; and electronic and advanced materials Advanced Materials is a leading peer-reviewed materials science journal published every two weeks. Advanced Materials includes Communications, Reviews, and Feature Articles from the cutting edge of materials science, including topics in chemistry, physics, . The company employs approximately 120,000 people in 95 countries. Honeywell is traded on the New York Stock Exchange under the symbol HON, as well as on the London, Chicago and Pacific stock exchanges. It is one of the 30 stocks that make up the Dow Jones Industrial Average Dow Jones Industrial Average

The best known U.S. index of stocks. A price-weighted average of 30 actively traded blue-chip stocks, primarily industrials including stocks that trade on the New York Stock Exchange.
 and is also a component of the Standard & Poor's 500 Index. Additional information on the company is available on the Internet at: http://www.honeywell.com.

This release contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934, including statements about future business operations, financial performance and market conditions. Such forward-looking statements involve risks and uncertainties inherent in business forecasts. For a detailed discussion of the company's forward-looking statements and the risks and uncertainties associated with such statements, please see page 15 of the company's joint proxy statement/prospectus dated July 23, 1999, filed with the SEC.
COPYRIGHT 1999 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Dec 1, 1999
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