Document dYgzzvzv11qB2NRzxdx2x3gB6

FILE NAME Allied Signal Bendix ASB DATE 1973 DOC ASB038 DOCUMENT DESCRIPTION Moody's Entry MOODY'S INDUSTRIAL MANUAL 1397 cluding current Outstanding fol- Other lows Debt Outstanding , 1 11,868.000 % Dec. 31 1972 ex82,024,000 82,024,000 as Italian Lira note due 1976 2 18,492,000 84 Dutch | Guilder 13,020,000 notes due 1975 3 15.624,000 54 Franc bonds due 1983 4 Swiss %% Swiss Franc note due 1974 5 13,020,000 1976 | % Swiss Franc bank loan due 1376 6 10,000,000 % U. S. dollar notes due Capital Capital Stock Corp. General Electric ; no par Auth and outstg 1,000 shs no owned by General Electric Co. vote per sh Overseas par All Has one CAPITAL STRUCTURE Times LONG TERM DEBT Issue Rating Amount Charges Earned Outstanding 1972 1971 1. Debenture 314s 1979 ...------ aren 2. Mortgage debt 3. Subsidiary debt Asa ener w-+- 31,362,000 86,389,140 696.292,400 57.33 64.18 CAPITAL STOCK _ . lasue 1. 5 series cumulative preferred -_.. Par Value No par Amount Outstanding 1,835,644 shs Earned per Sh 1972 1971 762.72 682.63 2. 3.75 series cumulative preferred -- No par 1,000,000 shs 3. Common .--...---------.----- Excludes 135 285,922,900 shs 07.51 Subject to change see text Excludes 1,893,625 shares in treasury for shares EBased on average number of shares outstanding 136.72 136.72 bonus and Interest option plans Call Average shares Price Range 1971 1972 82-7412 82-7412 614-54 614-54 844-71 844-%71 623-535 7336 84 - 91-739 916-273-35395 69231-5-35739 outstanding 286,099,649 HISTORY Incorporated in Delaware October 13. 1915 acquire stock of the General Motors Com- pany a New Jersey corporation on the basis of 1 1/3 shares of its % preferred for each Herred thare of General Motors Company % pre- Herred and 5 shares of its common for each share of General Motors Co. common As of August 1 1917 acquired assets of General . Motors Co. which was dissolved as of the same date Numerous other acquisitions ware made in subsequent years of which the more im- F portant are here referred to acquired May 2 1918 Chevrolet Motor assets and business of Co. Del for a consideration of 282,684 shares of common stock 3& Dec. 31 1918 acquired assets and business of United Motors Corp. for a consideration of 27 98,692 shares of debenture stock and 99.584 thares of common also cash equal to accrued 7, dividends on each x 1919 acquired a majority interest in Fisher Body Corp. at a cost of 27,600,000 pAyy In 1925. acquired for cash all ordinary shares * of Vauxhall Motors Ltd. of re- England maining interest acquired in Dec. 1969 In Sept. 1925 sold its truck division known as General Motors Truck Co. to Yellow Truck & Coach Manufacturing Co. for 800.000 shares entire outstanding issue of the latter's com- mon stock On June 30 1926 acquired assets and bust- ness of Fisher Body Corp. on the basis of one share common one and a halfnual shares of Fisher Body Corp. stock In March 1929 acquired an 80 stock in : terest in Adam Opel A. G. at a cost of around 26,000,000 and in 1931 acquired the remaining minority interest In April 1929 purchased 500,000 shares of Bendix Aviation Corp. a 25 interest for 15,000,000 15,000,000 cash assets of Delco Aviation Corp. f and licenses to various Holding On Aug. 31. 1953 sold interest in Hertz Op- Drivurse companies including Sterrett Service to Omnibus Corp. erating On Sept. 30 1953 acquired Euclid Road Machinery Co. which became the Euclid Division Company issued 305.137 common shares to Euclid shareholders In Oct. 1956 company sold its third interest in International Freighting Corp. to in- I du Pont de Nemours Co. In Nov. 1962 sold its 50 interest in Ethyl to Albemarle Paper Corp. Corp. Corp. mid 1971 formed a Co. now Ethyl new subsidiary General Motors Overseas Finance N.V. In Sept. 1971. Company acquired a 34.2 interest in Isuzu Motors Ltd. a Japanese truck and auto manufacturer In late 1971. acquired business and facili- ties of Capital Motors Assembly Corp. Ma- jaysia Capital Motors name changed to General Motors Malaysia Sendirian Berhad has an assembly capacity of about 2,000 vehicles annually and employs about 180 persons Company will continue assembly be- gun in 1968 of vehicles imported from West German manufacturing subsidiary Adam Opel A.G. In Nov. 1971 GM Zaire S.A.R.L. was es- tablished at Kinshasa Zaire to assemble pas- senger cars and commercial vehicles Plans call for construction of an assembly plant covering an area of 128,000 sq ft with an an- halfnual capacity of 4,000 vehicles on shift operation and 8,000 vehicles on a shift basis Production is expected to begin within ap roximately approximately two years Dec. 31 1971 nierged GM Shares Inc. In 1972 acquired a 49 interest in Bangchan General Assembly Co. Ltd. Bangkok Thailand Bangchan assembles vehicles for distribution by wholly subsidiary General Motors Thailand Ltd. TRUST BUITS Engineering Co. In 1929 purchased a 40 facturer Fokker Aircraft Corp. of America a manu facturer of airplanes whose name was changed to General Aviation Corp. in 1930. In 1933 most of General Aviation Corp. assets were trans- ferred to North American Aviation Inc. in exchange for in the latter General Motors Corp. received part of these shares when General Aviation Corp. distributed themeral its shareholders and voted to dissolve in North American Aviation Inc. in the amount of 300,311 shares In 1935 company received in Trans- continental & Western Air Inc. which it sub- Du Pont Case On June 30 1949. U. S. Government instituted in the U. S. District Court at Chicago a civil suit against corporation E. I. du Pont de Nemours & Co. U. S. Rubber Co. and others charging them with violations of the trust laws After protracted litigation a divestiture order was entered which became effective May , 1962. For details of order see under E. 1. du Pont de Nemours & Co. see gen- themeral index Bus Case On July 8 1956 the U S. Government instituted a civil antitrust suit in the Federal District Court at Detroit Mich charging corporation with monopolizing monopolizing manufacture and sale of transit and inter- sequently sold as a dividend on its holding North American Aviation North American 1948. For fur buses city 1968 Justice and Co. filed a con- Federal sent decree in Federal Court at Detroit which became effective Dec. 31 1965 thus settling case The decree seeks to promote competition preferred and 106,67 by requiring GM to sell its buses to all customers without discrimination make avail able for sale to other bus makers all of its : stock In June 1930 acquired stock of Winton En- engines transmissions and bus parts open ita financing facilities to bus buyers even if gine Co. for 126.667 shares of common and reorganized company in 1937 as Cleveland Diesel Engine Division April 1 1933 purchased the assets and bug those buyers use GM financing to buy com- petitors buses and permit other bus makers to use all of GM's bus patents owned at the time the decree was entered and without Deas of Sunlight Electrical Manufacturing business Warren O. for 665,000 The latter's wwas making organized electriscubidary subsidiary 665,000 small organized subsidisaruybsidiary Corp the purpose of developing In a Motive for Diesel electric locomotive business Electro- Electro- a of payment of royalties The decree will be in effect for 25 years from date of signing except for a reopener provision and requirement that GM furnish bus parts other than engines which run through 1975 en- of Enginering EngineeritngheProjects Inc. of airplane pro- patent in pellers 30 the of those royalty On Sept. development asseat sses ts T Yellow Yelow Co. were Coach Mfg acquired acquired Decree Kotors and business formerly conducted net organization is being carried on ~ FMC & Coach Division by the Truck Division of the.corpora merger Moody's Manual Industrial present company to du eS Dec. 1949 company Be Kinetic Chemicals sold 40 E. interest in Pont de The available clause requires GM to make to competitors all new bus patents it develops over next 10 years for 1st 5 of years patents must be offered free royalty . preserves for the Justice Dept. right to reopen case and seek divestiture part of GM's bus operations at such time as market conditions make divestiture more economically feasible than it would be in very limited bus market subject to ground rules in the decree The reopen- er clause will become effective 3 years ; Nemours & Co. for 9,713,667 after Federal Judge formally signed the de- cree on Dec. 31 1965 and will extend for 7 years or throu1g97h6 Euclid Case On Oct. 16 1959 the U. S. Gov- ernment commenced a civil antitrust suit in the U. S. District Court New York charging that acquisition of stock of Euclid Road Ma- chinery tion On Co. in 1953 was an unlawful acquisiAug. 2 1967 GM announced that an agreement in principle on consent decree settlement terms had been worked out with the Justice Dept and that it was now reopening negotiations for proposed sale of certain assets A formal purchase and sale agreement was signed effective as of Jan. 31 1968 with White Motor Corp. and the transfer took place July 1 1968 GM sold two Euclid Ohio plants and certain equipment and assets which have been used in the manufacture of highway dump trucks GM retained the Hudson Ohio plant in which it continues to manufacture crawlers front loaders and scrapers GM also has agreed not to manufacture or sell for delivery in the U. S. highway dump trucks for a period of four years ending in the middle of 1972. It is GM'a intention however to continue research en- gineering and experimental work in this field with a view to offering new advanced and improved products White Motor Corp. has agreed initially to franchise highway dump trucks to Euclid Div dealers in the U. S. Through its sub- sidiaries in Canada and Scotland GM will continue to manufacture and sell rear dump products trucks and other in Canada and overseas White will also be licensed under GM patents to produce those models of two- axle scrapers which are being produced by Euclid Div On July 18 1968 Co. announced that the Euclid division was renamed the Earth- moving Equipment division Renaming the division followed entry of consent judgment on July 1 1968 which required Co. to sell to White Motor Corp. the name Euclid and certain equipment and assets used in man- ufacture of highway dump trucks White Motor has announced it these facilities as a wholly plans owned operate to subsidiary Euclid Inc. Assets were sold to White Motor Corp. for 19,964,965 cash Effective July 1 1970 Earthmoving Equipment division was renamed TEREX Division which coincides with trade name for a number of Division's products The same general ground rules in the decree for contest between Govt and GM if Govt should at some later date decide to try to force GM to divest part of its busmaking operation If the bus market expands substantially during stated time period 3 years but within next and no substantial additional has entered the business or if in field disappears , Goyt could then seek a court GM to sell at a fair price making it owns If only one bus plant at it build a new the time court could order to to on oppose could in , according a decreediovnlyestitounre ground new that after much new entry either pur- chaser or any present bus manufacturer could not operate as viable competition or that GM market no longer had largest share of bus If GM did sell in effect creating a maancuofmpaecttituorrinItg plant could still be required for such time as the court appropriate deems appropriate to abide by all other pro- visions decree except for building or selling another plant Locomotive Case In Apr. 1961 Federal grand jury in New York returned an indict- ment against company charging monopoliza- production ton of and sale of diesel railroad locomotives in violation of Section 2 of Sher- man Act In 1964 Justice criminal trust dropped Dept. suit against its company 1981 dus to lack of evidence that company had ac- Morgan mf Sabordinateg Mergan ON a ob at Tire oe Aa N gebe awe "excluding for refund. i Guarsnty trustee Tseued we TRUSTEE Trust secured and orovsion by type debt} of in addition 35 Beak & Contin Tros: York, Unnom after SUM artzed hen Permitted to; exchange jn for Shares; ee! cy National D. UmMesg hicago TAL COUSOlinted above. lease MeL there. | bf 1 sh $2 Peodug NOMINATIOAL 2,755,220 s0le as to 4, VROon, $Lode: subordinated 00%of excluding for refund- excluding - refund- Issued cony. Sept & : Sept han B and refund- alproved lo eily Tertster- and subordinated subordinated exchange 2,755,220 Ekce Products ad a chanseanie typexecluding permitted th ipdes tne veRisierect debt secured subordinated exchange conv pfd Products of ice of trustee truste CALLA &A office eof trustee and provision provision summarized permitted there- 1 conv pfd 2f0o.r mn, *6 after outsig 192.3 consolidated Mergan Guaranty Trust Co assets 1360 Sons Guaranty Guaranty Trust Continental New of National National at consolidated consolidated funded debt least consolidated E Brach & commor Symbol Continental Illinois National National DIVIDEND DIVIDEND REcaSshTRICTION RESTRICTION acquireCompany 2118y 2118y Listed Listed On Symbol Symbol dividends American American Products pay any dividends acquire acquire adcavpitaalncceapital stock 2. American American S Cott; a stock non investment subsidiary advance 7 conslidated consolidaterdestricted subsidiary Dec. proceeds proceeds after after Dec. AUTHORIZED AUTHORIZED 52,276.856 6,000,000 and Dec. proceds 31 1371 such restric- 2,463.012 1962. such 2,463.01 1972 reserved shares 2,463.012 shares reserved for Trustee reserved shares ta . 101 tions RIGHTS RIGHTS were significant 25 % shares par conversion conversion par 1974 . 101 20 1977 1980 debentures Trustee principal 1.070,333 declare principal due 0.3325 Z changed from par par payable interest share 100.75 100.75 payble grace for Nov. INDENTURE days MODIFCATION provided provided 100 1983 except MODIFCATION provided 1946 for for- for- Nov. Indenture and prior Aug. modified debentures debentures with debntures with prior than . callable callable consent consent te.qn for cal able For - refunding LISTED On New Exchange Exchange for | Dividend Dividend in Also callable like 1.60 debentures %% 1.60 which ) PURPOSE Proceeds York retire j and 1927 ing SINKING FUND -- Cash or debentures debentures re- short term bank loans balance bbaalance lance 1926- Divdend Dividend Record (in % 1928 working 3.35 Cash debentures debentures Aug. term at 1929 1930-32 SINKING OFFERED 1936 beginning 1967 plus optional pay- OFFERED proceeds optional 1939 plus Company any company 15.000.000 New SECURITY SECURITY secured secured Company re- York py 1942 associates create permit permit Brothers STOCK company CAPITAL Bar $2.59: Corp. 92 1946 . abares favor ( abares company American restricted subsidiary subsidiary American STOCK Products Products Corp. 1949 without 1934 property debentures vertible preferred preferred sepriesar 2.50 sharcesonth-is 1949 i99: 21955 Bom 5,000,000 the purchase debentures except except Authorized series series Authorized series money 738.400 1357_ outstanding this 6.00 after purchase St- construction acquisition mortgages construction ries 738.400 shares 713.58 outasssettas nding outstanding 2.50 1958 shares 100 1959 preference such property property construction Has preference preference and divs assets asets and 3.50 2 100 50 an ual y shares consolidation substan- . titled to etc. divs of per anualy par i ree properties any after cash properties mortgage mortgage property debentures debentures quarterly acquire Co. on net com stock 1961 0 034 --- 54 1968 1.90 2 1964 prior thereon excess consolidated consolidated and income after 1.70 1968 shares after for provisions . : of net % i 6,00,00 1962 dividend $ shares par ) 150 #9 contains provisions quarterly shares 1971_ 1.70 1967 1952 7 ing from indebtedness restricted Initial dividend 0.50 1973 1971_ by a 1966 thereafter 0.90o7r 2 <> stock restricted liquidation 52.50 prohibiting prohibiting restricted subsidiary borrowing money thereafter to (8TLLL 95 entitled involuntary froCmontainers Containers than compabnyorrowing if voluntary 57.50 a sh if .; Dividends payable others prohiwbhiotilnlgy involuntary involuntary Cal able notice RESTRICTIONS per NON owned subsidiary subsidiary company 3 prohibiting divs issuing preferred prefd least voluntary or in plus rreecoorrd d about whole whole part part on at DIVEN DIVIDEND DIVIDEND RESTRICTIONS days notice price sh plus RESTRICTIONS RESTRICTIONS under under stricted stricted stricted except subsidiary issuing PREMPTIVE by a company <4} wholly owned if provided that mkt sh of com stock disivs above it. ee ete, to com- RIGHTS Stock restricted subsidiary subsidiary issuing com- provided adj price equivalent thereof a and thereof {$1 restricted stock such subsidiary conversion Symbol Unlisted de if LISTED occurred cease cease restricted restricting rate shall . Boston trading Exchanges Detroit subsidiary subsidiary Convertible subsidiary subsidiary indebtedness indebtedness into com at any time west Stock Exchanges (sy Manufacturers Agents Manufacturers another subsidiary restricted restricted subsidiary of 1 com for for adj adjustNo Transfer Transfer Manufacturers Hanover sub- Apr. com York Continental restricted made for divs split class Illinois Ilinois ee Conversion adjust- lease sale and back National manufacturing warehousing pro- privilege on dilution protected protected ' Trust Conversion Conversion votes dilution warehousing Manhattan Apr. company companyHas and Bank Chicago com per with right right 1967 i Registrars First voting Bank National Chicago split with right right cum voting | Chicago National CORPORATION CORPORATION Wao BENDIX | York Manhattan Chase LONG CAPITAL STRUCTURE CORPORATION New York and Firg; National Bank issue CORPORATION GaN gh L LONG TERM Outstanding + LONG Sinking DEBT DEBT5 1992 Outstanding Charges Earned 3. Sinking Issue fund _ D 4, 2. nong term Eurodailar 55,400,000 0104 Other 2. credit 6, Eurodailar _ subsidiary agreement Outstanding $ 4,70.00 11.500.000 Charges 1972 4.11 40.000.000 40.00.00 5.81 5 credit agreement 421 Eurodollar agreement OutOsuatstanadinngdi4,n30g,00 Amount 1. 1. $3 CAPITAL 2 CAPITAL Issue Issue cum shs UF 1 3.37 12.675,267 14.78 2. 1.60 reported Common years Based Fiscal year 30. ended Sept Sept contract 12.675,267 12.675,267 shares company average shares by reported reported by Before Other price share on fixed benefitting benefitting extraordinary per before income resulted share other adjustments which in acquired extraordinary all extraordinary stock 5 metrical Delco I a net outstanding outstanding Avia Co. Co. Cleveland company 15,000,000 cash company Corporation Be Incorporated Incorporated and 15,000,000 for were acquired_Scot Aviation adopted other acquired_Scott Fendi Bendix 15,000,000 On June acquisitions une 7. 192 as shares Aviation present present namnamee adopted adopted Corp present adopted stock 500 sequent acquisitions and in Inc. subsidiary subsidiary Scott acquired_Scott Testers acquisitions in 1929 Moody's and its exchange exchange Testers cominon exchange t Corp. acquisitions Moody's At inception Bendix Bendix Industriaselquent Manual see Moody's 11957 CsOh.ares Inc. 1 1964 acquired 1924 Corp. organized in Corp. acquired shares from shares acquisitions For acquisitions acquisitions 1962 Co.On Sept. exchange 1964 shares acquired asets common Lig 45.000 Auto- assets Moody's 1968 Industrial Industrial Manual 1950 to 1962 1962 in - exchange of Delaware 270,000 Common common Moody's shares assets Manual Division and Pierce to Inc. cash Gess Ri Strom Stromberg 270,000 as ets acquired acquired organization Corp. worldwide Corp Control Carburetor toal- In May for and organization under organization fea HOTCarburetor po ac-Coinntgrol under 10.000.000 Machine stock total- principally principally geophysical all outsandig Qred ai comon was Co. petroleum 70.000 Reto Co! outstanding outsandig Co for 70.000 common fiscal fiscal 1964. Sheffield Micro- Into Sheffield Corp. Micro- principaly companies companies co(m3p.a00n0ies 125.00 Vloctrtg merged merged Micro- ie for 79 !yig shares 3 PE Sheffield atocle common 5 : shares total. Shareg of ved at, 107 ' Pa Common; | in fiscal 1964 Fostoria Corp. a way Metked inty Machine & principally Tool | worldwide Co, Sheffiety Curp. and ta tn prow organsys Micro. * geor Petroleum: eee iting shares, or f7e