-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mg3Egy7DA4gtj/3jq99nxKBnKYZSABchI90SXwlA4XFrc0bp7H2OVBz7oIZlIvF4 68kfiRZ6Pmf+uOj/H//zCw== 0000773840-98-000005.txt : 19980203 0000773840-98-000005.hdr.sgml : 19980203 ACCESSION NUMBER: 0000773840-98-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980128 ITEM INFORMATION: FILED AS OF DATE: 19980202 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIEDSIGNAL INC CENTRAL INDEX KEY: 0000773840 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 222640650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08974 FILM NUMBER: 98519545 BUSINESS ADDRESS: STREET 1: 101 COLUMBIA RD STREET 2: PO BOX 4000 CITY: MORRISTOWN STATE: NJ ZIP: 07962 BUSINESS PHONE: 2014552000 MAIL ADDRESS: STREET 1: 101 COLUMBIA RD P O BOX 4000 STREET 2: 101 COLUMBIA RD P O BOX 4000 CITY: MORRISTOWN STATE: NJ ZIP: 07962 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 1998 AlliedSignal Inc. - ------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-8974 22-2640650 -------------- ------------ -------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation) 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 Item 5. Other Events. ------------- AlliedSignal Inc. issued a press release on January 28, 1998 reporting the following results for operations for the three- month and twelve-month periods ending December 31, 1997. AlliedSignal Inc. Consolidated Statement of Income (In millions except per share amounts) (Unaudited) TWELVE MONTHS ENDED DECEMBER 31 ---------------------- 1997 1996 ---- ---- Net sales $14,472 $13,971 ------- ------- Cost of goods sold 11,481(A) 11,606(C) Selling, general and administrative expenses 1,581 1,511 Gain on sale of business (226)(B) (655)(D) ------- ------- Total costs and expenses 12,836 2,462 ------- ------- Income from operations 1,636 1,509 Equity in income of affiliated companies 178 (A) 143 Other income (expense) 77 87 (C) Interest and other financial charges (175) (186) ------- ------- Income before taxes on income 1,716 1,553 Taxes on income 546 533 ------- ------- Net Income $1,170 $1,020 ======= ====== Earnings per share of common stock-basic (E) $2.07 $1.80 ===== ===== Earnings per share of common stock - assuming dilution (E) $2.02 $1.76 ===== ===== Weighted average number of shares outstanding-basic (E) 565 566 ===== ===== Weighted average number of shares outstanding-assuming dilution (E) 580 580 ===== ===== (A) Cost of goods sold includes a provision of $237 million for repositioning and other charges. A charge of $13 million relating to the writedown of an equity investment is included in equity in income of affiliated companies. Total pretax repositioning and other charges were $250 million (after-tax $159 million, or $0.28 per share). (B) Includes the fourth quarter pretax gain of $277 million (after-tax $196 million, or $0.35 per share) on the sale of the automotive safety restraints business effective November 1, 1997. Also includes a charge of $51 million (after-tax $33 million, or $0.06 per share) related to the settlement of the 1996 braking business sale. (C) Cost of goods sold includes a second quarter provision of $637 million for repositioning and other charges. An offsetting credit of $15 million representing the minority interest share of repositioning and other charges is included in other income (expense). Total pretax repositioning and other charges were $622 million (after-tax $359 million, or $0.63 per share). (D) Represents the second quarter pretax gain (after-tax $368 million, or $0.65 per share) on the sale of the hydraulic braking and anti-lock braking systems business effective April 1, 1996. (E) Effective in the fourth quarter of 1997 the Company implemented FASB No. 128 which establishes new requirements for computing and presenting earnings per share and requires the disclosure of basic and diluted earnings per share. The prior year earnings per share data has been recalculated to reflect the provisions of FASB No. 128. Share and per share data for all periods reflect the September 1997 two-for-one stock split. AlliedSignal Inc. Consolidated Statement of Income (In millions except per share amounts) (Unaudited) THREE MONTHS ENDED DECEMBER 31 ---------------------- 1997 1996 ---- ---- Net sales $3,910 $3,498 ------- ------- Cost of goods sold 3,272 (A) 2,761 Selling, general and administrative expenses 436 365 Gain on sale of business (226)(B) -- ------- ------- Total costs and expenses 3,482 3,126 ------- ------- Income from operations 428 372 Equity in income of affiliated companies 38 (A) 39 Other income (expense) 15 28 Interest and other financial charges (44) (42) ------- ------- Income before taxes on income 437 397 Taxes on income 123 127 ------- ------- Net Income $314 $270 ======= ======= Earnings per share of common stock-basic (C) $0.56 $0.48 ======= ======= Earnings per share of common stock - assuming dilution (C) $0.55 $0.46 ======= ======= Weighted average number of shares outstanding-basic (C) 562 566 ======= ======= Weighted average number of shares outstanding-assuming dilution (C) 576 582 ======= ======= (A) Cost of goods sold includes a provision of $237 million for repositioning and other charges. A charge of $13 million relating to the writedown of an equity investment is included in equity in income of affiliated companies. Total pretax repositioning and other charges were $250 million (after-tax $159 million, or $0.28 per share). (B) Includes the pretax gain of $277 million (after-tax $196 million, or $0.35 per share) on the sale of the automotive safety restraints business effective November 1, 1997. Also includes a charge of $51 million (after-tax $33 million, or $0.06 per share) related to the settlement of the 1996 braking business sale. (C) Effective in the fourth quarter of 1997 the Company implemented FASB No. 128 which establishes new requirements for computing and presenting earnings per share and requires the disclosure of basic and diluted earnings per share. The prior period earnings per share data has been recalculated to reflect the provisions of FASB No. 128. Share and per share data for all periods reflect the September 1997 two-for-one stock split. --------------- The following table sets forth earnings per share of the Company as recalculated pursuant to FASB No. 128 for the years ended December 31, 1996, 1995, 1994, 1993 and 1992 and for the nine- month periods ended September 30, 1997 and 1996. This information is qualified by reference to the financial statements and other information and data contained or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1996, and its Quarterly Report on Form 10- Q for the three- and nine-months period ended September 30, 1997. Selected Financial Information (Unaudited) Nine Months Ended September 30, Year Ended December 31, ------------------ ------------------------------------------- 1997 1996 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- ---- ---- Per Share of Common Stock: Basic -- Earnings before cumulative effect of changes in accounting principles.. $1.51 $1.33 $1.80 $1.54 $1.34 $1.16 $ .95 Net earnings (loss)...... 1.51 1.33 1.80 1.54 1.34 .73 (1.26) Assuming Dilution -- Earnings before cumulative effect of changes in accounting principles.. 1.47 1.29 1.76 1.52 1.32 1.14 .93 Net earnings (loss)...... 1.47 1.29 1.76 1.52 1.32 .71 (1.24) SIGNATURES ---------- 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. AlliedSignal Inc. (Registrant) Date: February 2, 1998 By:/s/ Peter M. Kreindler ----------------------------- Peter M. Kreindler Senior Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----