SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMP Incorporated
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 23-033-2575
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(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
P.O. Box 3608, Harrisburg, Pennsylvania 17105-3608
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. (X) box. ( )
Securities Act registration statement file number to which this form
relates: Not Applicable
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 25, 1989, the Board of Directors (the "Board") of AMP
Incorporated ("AMP") authorized AMP to enter into in the Rights Agreement,
dated as of October 25, 1989 (the "Rights Agreement"), between AMP and
Manufacturers Hanover Trust Company, a New York corporation, as the Rights
Agent. In connection therewith, the Board authorized and declared a
dividend distribution of one Right for each share of common stock, no par
value of AMP outstanding at the close of business on November 6, 1989 (the
"Record Date"), and authorized the issuance of one Right for each share of
common stock of AMP issued between the Record Date (whether originally
issued or delivered from AMP's treasury) and the Distribution Date (as
defined in the Rights Agreement), each Right initially representing the
right to purchase one share of common stock upon the terms and subject to
the conditions set forth in the Rights Agreement, as amended by each of the
amendments described below.
AMP, with the approval of the Board, entered into an amendment to the
Rights Agreement, effective September 4, 1992, to provide that (i) the
definition of "Common Stock" exclude all references to certificates
representing a beneficial interest in Pamcor, Inc., thereby incorporating
the effects of a reorganization of such affiliate by AMP and the
termination of the Pamcor Stock Trust, and (ii) Chemical Bank, a
corporation incorporated under the banking laws of the State of New York,
be appointed as successor Rights Agent.
At a meeting held on August 12, 1998, the Board resolved, following
the commencement of a tender offer by PMA Acquisition Corporation, a
Delaware corporation (the ''Purchaser'') and wholly owned subsidiary of
AlliedSignal Inc., a Delaware corporation, that was disclosed in a Tender
Offer Statement on Schedule 14D-1, dated August 10, 1998 (the ''Schedule
14D-1''), and involved an offer to purchase all of the outstanding shares
of common stock of AMP at a price of $44.50 per share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated August 10, 1998, and the related Letter of Transmittal,
to defer the Distribution Date so that the Distribution Date shall not
occur until the earlier of (i) the day immediately prior to the date on
which an Acquiring Person (as defined in the Rights Agreement) becomes such
and (ii) such date as may be determined by action of the Board prior to the
time any person or group becomes an Acquiring Person. The Board at such
meeting also authorized Amendment No. 2 to the Rights Agreement, dated as
of August 12, 1998, by and between AMP and ChaseMellon Shareholder Services
L.L.C., which, among other things, ratified the appointment of ChaseMellon
Shareholder Services L.L.C., AMP's transfer agent, as successor Rights
Agent.
At a meeting held on August 20, 1998, the Board approved Amendment No.
3 to the Rights Agreement, dated as of August 20, 1998, by and between AMP
and ChaseMellon Shareholder Services L.L.C. The amendment provides that (i)
unless the Rights are redeemed prior thereto, a merger or other business
combination transaction will be an event which shall entitle each holder of
a Right (other than Rights previously voided under the terms of the Rights
Agreement) to thereafter have the right to receive, upon exercise, common
stock of the surviving company (or a related party in certain cases) having
a value equal to two times the exercise price of the Right, irrespective of
whether other events have previously occurred to cause the Rights
Certificates to have been distributed, (ii) the Rights shall become
nonredeemable upon a change in the Board occurring at any time following
receipt of an unsolicited acquisition proposal such that the disinterested
directors (as such term is defined under Pennsylvania law) in office prior
to the first such unsolicited acquisition proposal, together with their
successors as may be approved by the Board of Directors prior to their
election, no longer constitute a majority of the Board, (iii) the exception
for transactions that are deemed to be a Qualifying Offer (as defined in
the Rights Agreement) shall be applicable unless and until the Rights
become nonredeemable under clause (ii) above, and (iv) the Rights Agreement
generally may not be amended when the Rights are not redeemable.
At a meeting held on September 17, 1998, the Board approved Amendment
No. 4 to the Rights Agreement which amended the definition of the term
"Acquiring Person" to reduce from 20% to 10% the threshold at which a
person who has made an unsolicited acquisition proposal may become an
Acquiring Person and thereby trigger a number of the provisions of the
Rights Agreement. Amendment No. 4 also provides that the Rights Agreement
shall not be amendable, the Rights shall not be redeemable and the Board
will not be entitled to exercise certain discretionary authority otherwise
available or take certain other actions, upon the adoption of a By-law
intended to limit the authority of the Board and/or confer authority on any
person other than the Board to take action with respect to the Rights
Agreement and the Rights issued thereunder. Amendment No. 4 became
effective on September 24, 1998, but applies to all actions which shall
have occurred on or after September 17, 1998 (the date of the amendment).
A copy of the amendments to the Rights Agreement are filed herewith as
Exhibits 99.1, 99.2, 99.3 and 99.4. A copy of the Rights Agreement and the
amendments thereto are available free of charge from AMP. This summary
description of the Rights Agreement and the amendments thereto does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement and each such amendment, which are incorporated by
reference.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith:
Exhibit
No. Description
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99.1 Amendment Rights Agreement, dated as of September 4, 1992, by and
between AMP Incorporated and Chemical Bank, as Rights Agent
(incorporated by reference to Exhibit 4.B of the Report on Form
10-K for the year ended December 31, 1997).
99.2 Amendment No. 2 to the Rights Agreement, dated August 12, 1998,
by and between AMP Incorporated and ChaseMellon Shareholder
Services L.L.C., as Rights Agent (incorporated by reference to
Exhibit 12 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Securities Exchange Commission on
August 21, 1998).
99.3 Amendment No. 3 to the Rights Agreement, dated August 20, 1998,
by and between AMP Incorporated and ChaseMellon Shareholder
Services L.L.C., as Rights Agent (incorporated by reference to
Exhibit 13 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Securities Exchange Commission on
August 21, 1998).
99.4 Amendment No. 4 to the Rights Agreement, dated September 17,
1998, by and between AMP Incorporated and ChaseMellon Shareholder
Services L.L.C., as Rights Agent (incorporated by reference to
Exhibit 51 to Amendment No. 15 to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities Exchange
Commission on September 18, 1998).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
AMP INCORPORATED
By: /s/ David F. Henschel
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Name: David F. Henschel
Title: Corporate Secretary
Dated: October 13, 1998
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit
No. Description
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99.1 Amendment Rights Agreement, dated as of September 4, 1992, by and
between AMP Incorporated and Chemical Bank, as Rights Agent
(incorporated by reference to Exhibit 4.B of the Report on Form
10-K for the year ended December 31, 1997).
99.2 Amendment No. 2 to the Rights Agreement, dated August 12, 1998,
by and between AMP Incorporated and ChaseMellon Shareholder
Services L.L.C., as Rights Agent (incorporated by reference to
Exhibit 12 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Securities Exchange Commission on
August 21, 1998).
99.3 Amendment No. 3 to the Rights Agreement, dated August 20, 1998,
by and between AMP Incorporated and ChaseMellon Shareholder
Services L.L.C., as Rights Agent (incorporated by reference to
Exhibit 13 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Securities Exchange Commission on
August 21, 1998).
99.4 Amendment No. 4 to the Rights Agreement, dated September 17,
1998, by and between AMP Incorporated and ChaseMellon Shareholder
Services L.L.C., as Rights Agent (incorporated by reference to
Exhibit 51 to Amendment No. 15 to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities Exchange
Commission on September 18, 1998).
