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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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AMP INCORPORATED
(NAME OF SUBJECT COMPANY)
PMA ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
ALLIEDSIGNAL INC.
(BIDDER)
COMMON STOCK, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
031897101
(CUSIP NUMBER OF CLASS OF SECURITIES)
PETER M. KREINDLER, ESQ.
ALLIEDSIGNAL INC.
101 COLUMBIA ROAD
MORRISTOWN, NEW JERSEY 07692
(973) 455-5513
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
Copies to:
ARTHUR FLEISCHER, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004 - 1980
(212) 859-8120
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The Schedule 14D-1 filed by PMA Acquisition Corporation, a Delaware
corporation, a wholly owned subsidiary of AlliedSignal Inc., a Delaware
corporation, in connection with its pending tender offer for all
outstanding shares of common stock, without par value, of AMP Incorporated,
a Pennsylvania corporation, is hereby amended as follows:
ITEM 10. ADDITIONAL INFORMATION.
(a) (18) Press Release issued by Parent on August 12, 1998.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: August 12, 1998
PMA ACQUISITION CORPORATION.
By:/s/ Peter M. Kreindler
--------------------------------
Name: Peter M. Kreindler
Title: Vice President, Secretary
and Director
ALLIEDSIGNAL INC.
By:/s/ Peter M. Kreindler
--------------------------------
Name: Peter M. Kreindler
Title: Senior Vice President,
General Counsel and
Secretary
Exhibit 1
Contact: Mark Greenberg
(973) 455-5445
ALLIEDSIGNAL FILES PRELIMINARY SEC MATERIALS FOR
CONSENT SOLICITATION TO ELECT ADDITIONAL AMP DIRECTORS;
ASKS AMP TO SET AUGUST 31 RECORD DATE
MORRIS TOWNSHIP, New Jersey, August 12, 1998 - AlliedSignal Inc.
(NYSE: ALD) announced today it is filing preliminary materials with the
Securities and Exchange Commission for its consent solicitation of the
shareowners of AMP Incorporated (NYSE: AMP).
The consent solicitation would adopt proposals intended to elect
AlliedSignal nominees as a majority of the Board of Directors. These
nominees are committed to facilitating AlliedSignal's $44.50 cash tender
offer for all AMP Shares, which represents a premium of more than 55% over
AMP's market price before the offer was announced. AlliedSignal has also
formally requested the AMP Board to set August 31 as the record date for
the consent solicitation.
AlliedSignal said, "This consent solicitation will enable AMP
shareowners to adopt proposals that would:
--fix the number of directors of AMP at 28;
--require that the additional 17 director seats be filled by a
majority vote of AMP's shareholders; and
--elect 17 directors and senior officers of AlliedSignal as directors
of AMP.
Larry Bossidy, Chairman and Chief Executive Officer of AlliedSignal
said, "We continue to hope that the AMP management and Board will meet with
us promptly, and proceed in a constructive and professional manner. To
ensure that AMP shareowners will not be denied the right to accept our
$44.50 cash offer, and to preserve our options, we have filed preliminary
consent solicitation materials. We have also asked the AMP Board of
Directors to set a record date of August 31, 1998 so that we can move
forward expeditiously. We believe this is a sufficient and reasonable
amount of time for the Board to state its position and facilitate the
process of letting AMP shareowners speak for themselves on our offer."
Based in Morris Township, New Jersey, AlliedSignal Inc. is an advanced
technology and manufacturing company serving customers worldwide with
aerospace and automotive products, chemicals, fibers, plastics and advanced
materials. Its 1997 sales were $14.5 billion. The company, a component of
the Dow Jones Industrial Average, employs 70,500 people at 300 facilities
in 40 countries. Fortune magazine recently named the company to its lists
of the "Most Admired Companies" and "100 Best Companies To Work For."
Information about AlliedSignal is available on the Internet at
http://www.alliedsignal.com/.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
AlliedSignal Inc. ("AlliedSignal"), PMA Acquisition Corporation
("Acquisition Subsidiary") and certain other persons named below may
solicit the consent of shareholders (a) to elect seventeen nominees (the
"Nominees") as directors of AMP Incorporated ("AMP") pursuant to a
shareholder action by written consent (the "Consent Solicitation") and (b)
in favor of the adoption of three proposals to amend the By-laws of AMP.
The participants in this solicitation may include the directors of
AlliedSignal (Hans W. Becherer, Lawrence A. Bossidy (Chairman of the Board
and Chief Executive Officer), Ann M. Fudge, Paul X. Kelley, Robert P.
Luciano, Robert B. Palmer, Russell E. Palmer, Frederic M. Poses (President
and Chief Operating Officer), Ivan G. Seidenberg, Andrew C. Sigler, John R.
Stafford, Thomas P. Stafford, Robert C. Winters and Henry T. Yang), each of
whom is a Nominee; and the following executive officers and employees of
AlliedSignal: Peter M. Kreindler (Senior Vice President, General Counsel
and Secretary), Donald J. Redlinger (Senior Vice President - Human
Resources and Communications), and Richard F. Wallman (Senior Vice
President and Chief Financial Officer), each of whom is a Nominee, and
Robert F. Friel (Vice President and Treasurer), John W. Gamble, Jr.
(Assistant Treasurer), John L. Stauch (Director, Investor Relations),
Robert J. Buckley (Manager, Investor Relations), G. Peter D'Aloia (Vice
President, Planning & Development) and James V. Gelly (Vice President,
Finance, Aerospace Marketing, Sales & Service).
As of the date of this communication, AlliedSignal is the beneficial
owner of 100 shares of Common Stock without par value of AMP. Other than
set forth herein, as of the date of this communication, neither
AlliedSignal, Acquisition Subsidiary nor any of their respective directors,
executive officers or other representatives or employees of AlliedSignal,
any Nominees or other persons known to AlliedSignal who may solicit proxies
has any security holdings in AMP. AlliedSignal disclaims beneficial
ownership of any securities of AMP held by any pension plan or other
employee benefits plan of AlliedSignal or by any affiliate of AlliedSignal.
Although neither Lazard Freres & Co. LLC ("Lazard Freres") nor
Goldman, Sachs & Co. ("Goldman Sachs"), the financial advisors to
AlliedSignal, admits that it or any of its members, partners, directors,
officers, employees or affiliates is a "participant" as defined in Schedule
14A promulgated under the Securities Exchange Act of 1934 by the Securities
and Exchange Commission, or that Schedule 14A requires the disclosure of
certain information concerning Lazard Freres or Goldman Sachs, Steven J.
Golub and Mark T. McMaster (each a Managing Director) and Yasushi
Hatakeyama (a Director) of Lazard Freres, and Robert S. Harrison and Wayne
L. Moore (each a Managing Director) and Peter Gross and Peter Labbat (each
a Vice President) of Goldman Sachs, may assist AlliedSignal in the
solicitation of consents of shareholders. Both Lazard Freres and Goldman
Sachs engage in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual
clients. In the normal course of its business Lazard Freres and Goldman
Sachs may trade securities of AMP for its own account and the accounts of
its customers, and accordingly, may at any time hold a long or short
position in such securities. Lazard Freres has informed AlliedSignal that
as of August 6, 1998, Lazard Freres held a net long position of
approximately 20,861 shares of Common Stock of AMP, and Goldman Sachs has
informed AlliedSignal that as of August 7, 1998, Goldman Sachs held a net
long position of approximately 800,000 shares of Common Stock of AMP.
Except as disclosed above, to the knowledge of AlliedSignal, none of
AlliedSignal, the directors or executive officers of AlliedSignal, the
employees or other representatives of AlliedSignal or the Nominees named
above has any interest, direct or indirect, by security holding or
otherwise, in AMP.
