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Shareowners Of AlliedSignal And Honeywell Approve Proposed Merger

2 September 1999

Shareowners Of AlliedSignal And Honeywell Approve Proposed Merger; Regulatory Approvals Only Conditions Remaining To Complete Merger

    MORRIS TOWNSHIP, NJ/MINNEAPOLIS--Sept. 1, 1999-- AlliedSignal Inc. and Honeywell Inc. said today that their respective shareowners have overwhelmingly approved the companies' proposed merger, bringing the transaction one step closer to its anticipated completion in the fall of this year.
    At AlliedSignal's special meeting of shareowners held today at its headquarters in Morristown, New Jersey, shareowners approved the proposed merger and the related issuance of shares of common stock, with approximately 98% of the votes cast in favor of the proposal. AlliedSignal's shareowners also approved amending the company's certificate of incorporation to increase the number of authorized shares of AlliedSignal common and preferred stock.
    At the Honeywell special meeting of shareowners held today in Minneapolis, Minnesota, approximately 76% of Honeywell's outstanding shares were voted in favor of the merger. The shares voted in favor represent approximately 98% of the votes cast on the proposal.
    "Shareowners of both companies have voiced their resounding approval of this historic merger," said Lawrence A. Bossidy, AlliedSignal's Chairman and Chief Executive Officer. "The strong shareowner support of this transaction demonstrates their confidence in our exciting plans for the new Honeywell and in the $25-billion technology leader's future ability to achieve consistent earnings performance and growth."
    Bossidy added that regulatory approvals from the U.S. Department of Justice and the European Commission are the only remaining conditions to complete the merger. "We recognize there are limited areas of overlap in our respective avionics businesses," Bossidy said. "We remain convinced, however, that none of these is insurmountable and that we can address them in time to complete the merger this fall."
    Michael R. Bonsignore, Honeywell's Chairman and Chief Executive Officer, said, "Today's overwhelmingly positive shareholder votes bring us closer to seizing the tremendous value-creation potential of the new company. The integration planning process is moving swiftly forward and positions us to maximize the merger's cost savings while implementing world-class quality and strategic practices throughout the company."
    AlliedSignal Inc. is an advanced technology and manufacturing company serving customers worldwide with aerospace products and services, automotive products, chemicals, fibers, plastics and advanced materials. It is one of the 30 stocks that make up the Dow Jones Industrial Average and is also a component of the Standard & Poor's 500 Index. The company employs 70,400 people in some 40 countries. Additional information on the company is available on the World Wide Web at http://www.alliedsignal.com.
    Honeywell is the world's leading provider of control technologies for buildings, homes, industry, space and aviation. The company employs 57,000 people in 95 countries and had 1998 sales of $8.4 billion. Additional information is available 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.