AMP INC, SC 14D1/A, 1998-10-01

AMP INC
SC 14D1/A, 1998-10-01
ELECTRONIC CONNECTORS

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________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 30

TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------

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
(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 up to 20,000,000
shares of common stock, without par value, of AMP Incorporated, a Pennsylvania
corporation, is hereby amended as follows:

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

Item 11 is supplemented by the following:

(a)(66) Revised Preliminary Consent Statement, filed on Schedule 14A
on October 1, 1998.

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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: October 1, 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

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EXHIBIT INDEX

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EXHIBIT DESCRIPTION PAGE NO.
- ------------- ------------------------------------------------------------------------------------------ --------

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(a)(66) -- Revised Preliminary Consent Statement filed on Schedule 14A on October 1, 1998............
(a)(45) --
(a)(46) --
(a)(47) --
(a)(48) --
(a)(49) --

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PRELIMINARY COPY
SUBJECT TO COMPLETION

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[LOGO] AlliedSignal Inc.
P.O. Box 3000
Morristown, NJ 07962-2496
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LARRY BOSSIDY
Chairman and
Chief Executive Officer

October , 1998

Dear AMP Shareowners:

I am writing to you to request that you consent to the election of
AlliedSignal's nominees to a majority position on the AMP Board of Directors.

On August 4, we presented you with the opportunity to sell your stock to
AlliedSignal for $44.50 per share in cash. At that time, AMP stock was selling
at approximately $29 per share, and our offer represented a premium of
approximately 55%. Since then the Dow Jones Industrial Average has declined by
% and the S&P 500 Stock Index has declined by %. If we had not made our
offer, what would your stock be worth today?

The AMP Board rejected our offer and said to you: 'Trust us.' They asked
you not to tender your shares as a vote of confidence in their restructuring
plan. For three years they have promised that performance would improve, but
they have consistently reported disappointing results, and AMP's share price has
under-performed the market.

On September 11 you voiced your overwhelming support for our $44.50 offer
by tendering 72% of your shares in our initial offer to buy all the AMP shares.
Then, after we amended our offer to limit it to 20 million shares (the most we
could buy without triggering AMP's poison pill), you tendered % of your
shares. These are exceptionally strong messages that the shareowners want the
company sold.

Rather than removing the anti-takeover measures already in place, the AMP
Board has instead strengthened the poison pill on several occasions and put new
obstacles in the way of your being able to decide for yourself whether to sell
all your shares to AlliedSignal.

In our judgment, election of our nominees to the AMP Board will prevent the
creation of further obstacles and will increase the likelihood that you will be
the ultimate decision makers on whether to sell all your AMP shares for $44.50
per share in cash.

This is your opportunity to prevent the existing AMP directors and
management from continuing to stand in the way of your realizing $44.50 in cash
for all your shares. In consenting to these proposals, you will take back the
power to decide the future of your investment.

I urge you to read the enclosed materials, which describe our proposals in
greater detail. Then, please fill out and sign the enclosed blue card as soon as
possible and mail it in the envelope provided.

Sincerely,

LARRY BOSSIDY
Chairman and Chief Executive Officer

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IMPORTANT

1. If your shares of Company Common Stock are held in your own name, please
mark, sign and date the enclosed BLUE consent card and mail it to Morrow & Co.,
Inc. in the postage-paid envelope provided.

2. If your shares of Company Common Stock are held in the name of a
brokerage firm, bank nominee or other institution, only that entity can execute
a consent with respect to your shares and only upon receipt of your specific
instructions. Accordingly, you should contact the person responsible for your
account and give instructions for a BLUE consent card to be signed representing
your shares. AlliedSignal and PMA urge you to confirm in writing your
instructions to the person responsible for your account and provide a copy of
those instructions to AlliedSignal and PMA in care of Morrow & Co., Inc. so that
AlliedSignal and PMA will be aware of all instructions given and can attempt to
ensure that these instructions are followed.

If you have any questions or require any assistance in executing or
delivering your consent, please call:

MORROW & CO., INC.

445 Park Avenue
5th Floor
New York, New York 10022
Toll Free (800) 566-9061
Call Collect (212) 754-8000

Banks and Brokerage Firms Please Call:
(800) 662-5200

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PRELIMINARY COPY
SUBJECT TO COMPLETION
OCTOBER , 1998

CONSENT STATEMENT
OF
ALLIEDSIGNAL INC.
PMA ACQUISITION CORPORATION

This Consent Statement is furnished by AlliedSignal Inc., a Delaware
corporation ('AlliedSignal'), and its wholly owned subsidiary, PMA Acquisition
Corporation, a Delaware corporation ('PMA'), in connection with the solicitation
by AlliedSignal and PMA of written consents from holders of shares of common
stock, without par value ('Company Common Stock'), of AMP Incorporated, a
Pennsylvania corporation (the 'Company'), to take the following actions without
a shareholders meeting, as permitted by the Company's Articles of Incorporation
and Pennsylvania law:

(1) Amend Section 2.2 of Article II of the Company's by-laws (the
'Company By-laws') to fix the number of directors of the Company at
twenty-eight;

(2) Amend Section 2.4 of Article II of the Company By-laws to provide
that vacancies on the Company's Board of Directors (the 'Company Board')
created as a result of a shareholder amendment to the Company By-laws may
be filled only by a vote of the Company's shareholders;

(3) Amend Section 1.7.2 of Article I of the Company By-laws to clarify
that a shareholder seeking to nominate candidates for election to the
Company Board pursuant to shareholder action by written consent need not
comply with the advance notification provisions of the Company By-laws
applicable to the nomination of candidates in connection with meetings of
the shareholders (the 'Advance Notification Provisions');

(4) Elect seventeen nominees of AlliedSignal and PMA (the 'Nominees')
to serve as directors of the Company (or, if any such Nominee is unable to
serve as a director of the Company due to death, disability or otherwise,
any other person designated as a Nominee by the remaining Nominee or
Nominees); and

(5) Repeal each provision of and amendment to the Company By-laws
adopted subsequent to July 22, 1998 and prior to the effectiveness of the
Nominee Election Proposals (as defined below) and the seating of a
sufficient number of Nominees so that Nominees constitute a majority of the
Company Board.

All of the foregoing actions (collectively, the 'Nominee Election
Proposals') are designed to facilitate the election of the Nominees to the
Company Board. The Nominees, if elected, intend, subject to their fiduciary
duties to consider any superior offer, to cause the Company to enter into an
agreement providing for a merger or similar business combination with
AlliedSignal in which the Company's shareholders would receive $44.50 per share
in cash. This agreement would be subject to the affirmative vote of at least
66 2/3% of the votes cast by holders of all shares of Company Common Stock
entitled to vote unless AlliedSignal has previously purchased 80% or more of the
outstanding shares of Company Common Stock.

The Company Board has fixed October 15, 1998 as the record date for the
solicitation for the Nominee Election Proposals (the 'Record Date').

This Consent Statement and the related BLUE consent card are first being
sent or given on or about , 1998 to all holders of record of shares of
Company Common Stock on the Record Date. The Company Common Stock constitutes
the only outstanding class of voting securities of the Company. Accordingly,
only record holders of shares of Company Common Stock are entitled to execute
and deliver consents.

ALLIEDSIGNAL AND PMA RECOMMEND THAT YOU CONSENT TO EACH OF THE NOMINEE
ELECTION PROPOSALS. YOUR CONSENT AT THIS TIME IS A CRITICAL PART OF
ALLIEDSIGNAL'S EFFORT TO PRESENT TO YOU ITS OFFER OF $44.50 PER SHARE FOR YOUR
COMPANY COMMON STOCK.

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TABLE OF CONTENTS

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PAGE
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Background of the Solicitation........................................................................

The Nominee Election Proposals........................................................................

Voting Securities and Principal Holders...............................................................

Certain Information Concerning AlliedSignal and PMA...................................................

Solicitation of Consents..............................................................................

Consent Procedure.....................................................................................

Effectiveness and Revocation of Consents..............................................................

Special Instructions..................................................................................

Dissenters' Rights....................................................................................

Litigation............................................................................................

ANNEX I...............................................................................................

ANNEX II..............................................................................................

ANNEX III.............................................................................................

ANNEX IV..............................................................................................
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BACKGROUND OF THE SOLICITATION

AlliedSignal Tender Offers. On August 10, 1998, PMA commenced an offer to
purchase all the outstanding shares of Company Common Stock, together with the
associated common stock purchase rights (the 'Rights' and, together with the
Company Common Stock, the 'Shares') issued pursuant to the Rights Agreement of
the Company, dated October 25, 1989, between the Company and the Rights Agent
thereof, as amended (the 'Rights Agreement' or the 'Poison Pill'), at $44.50 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in PMA's Offer to Purchase, dated August 10, 1998
(the 'Offer to Purchase'), and in the related Letter of Transmittal (which
collectively constituted the 'Initial Offer').

The Initial Offer was conditioned upon, among other things, (i) the
acquisition of Shares pursuant to the Initial Offer having been approved by the
Company Board for purposes of Chapter 29, Subchapter F (the 'Business
Combination Statute') of the Pennsylvania Business Corporation Law (the 'PBCL')
or PMA being satisfied, in its sole discretion, that the Business Combination
Statute is invalid or otherwise inapplicable to the Initial Offer and the
Proposed Merger described below (the 'Business Combination Condition'), (ii) the
Rights having been redeemed by the Company Board or PMA being satisfied, in its
sole discretion, that the Rights have been invalidated or are otherwise
inapplicable to the Initial Offer and the Proposed Merger (the 'Rights
Condition'), (iii) there being validly tendered and not withdrawn prior to the
expiration of the Initial Offer that number of Shares representing at least a
majority of all of the outstanding Shares on a fully diluted basis (the 'Minimum
Condition'), (iv) PMA having been accorded the right to vote the Shares acquired
by it pursuant to the Initial Offer under Chapter 25, Subchapter G of the PBCL
(the 'Control Share Condition') and (v) any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or
terminated prior to the expiration of the Initial Offer (the 'HSR Condition').

On September 14, 1998, AlliedSignal and PMA amended the Initial Offer to
reduce the number of Shares being sought to 40 million Shares, approximately the
maximum number of Shares (based on the number of Shares reported to be
outstanding in the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998 (the 'Company Second Quarter 10-Q')) that PMA could
acquire without becoming an 'Acquiring Person' under the Rights Agreement. On
September 21, 1998, after the Company Board reduced from 20% to 10% the Share
ownership threshold at which a person may become an 'Acquiring Person' under the
Rights Agreement, AlliedSignal and PMA further amended the Initial Offer to
reduce the number of Shares being sought to 20 million Shares at $44.50 per
Share (the 'Amended Initial Offer'). The purpose of the Amended Initial Offer
was for AlliedSignal, through PMA, to acquire a significant equity interest in
the Company as the first step toward a business combination of AlliedSignal and
the Company and to obtain a significant vote for purposes of this consent
solicitation.

The Amended Initial Offer expired at 12:00 midnight, New York City time, on
Friday, October 2, 1998. Approximately million Shares were validly
tendered at the expiration of the Amended Initial Offer. On October , 1998,
AlliedSignal announced that PMA [had accepted] [would accept] for payment all
20 million Shares sought pursuant to the Amended Initial Offer, resulting in a
proration factor of %.

As a result of the Amended Initial Offer, AlliedSignal has become the
beneficial owner of Shares, or approximately 9.1% of the number of Shares
reported to be outstanding in the Company Second Quarter 10-Q. AlliedSignal is
presenting its Shares for transfer into [PMA's name] on the Company's
stock register and expects [PMA] to be the holder of record of those Shares on
the Record Date. AlliedSignal and PMA intend to vote all of the Shares owned by
them in favor of the Nominee Election Proposals.

Because AlliedSignal is the beneficial owner of less than 10% of the
outstanding Shares (based on the number of Shares reported to be outstanding in
the Company Second Quarter 10-Q), AlliedSignal believes that it is not an
'Acquiring Person' under the Poison Pill and that the provisions of Subchapter
E, F, G and I of Chapter 25 of the PBCL have not been triggered. These
provisions of the PBCL establish a series of barriers to the acquisition of the
Company without the consent of the Company Board.

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AlliedSignal (through PMA) intends promptly to commence another tender
offer (the 'Second Offer') to purchase all Shares not owned by AlliedSignal at
$44.50 per Share, net to the Seller in cash, essentially upon the same terms and
subject to the same conditions set forth in Initial Offer (including the Minimum
Condition, the Rights Condition, the Business Combination Condition and the
Control Share Condition, but not the HSR Condition). The purpose of the Second
Offer is to acquire control of, and together with the Proposed Merger (as
defined below), the entire equity interest in, the Company. Complete information
about the Second Offer will be contained in a Statement on Schedule 14D-1 and
Offer to Purchase and related Letter of Transmittal (collectively, the 'Second
Offer to Purchase') included therein that will be filed with the Securities and
Exchange Commission (the 'Commission').

AlliedSignal Nominee Election Proposals. On August 12, 1998, AlliedSignal
filed preliminary proxy material for its consent solicitation, in which it
sought shareholders' consent to the election of the Nominees and to the other
proposals set forth below under 'THE NOMINEE ELECTION PROPOSALS.'

Subject to the fulfillment of their fiduciary duties as directors of the
Company to consider any superior proposal, the Nominees intend, if elected as
directors of the Company, to cause the Company to enter into and consummate a
merger or similar business combination (a 'Proposed Merger') with AlliedSignal
as soon as reasonably practicable and under circumstances in which the Rights
would not be triggered. The purpose of the Proposed Merger under these
circumstances would be to acquire all Shares not tendered and purchased by
AlliedSignal and PMA pursuant to the Amended Initial Offer, the Second Offer or
otherwise. Pursuant to the Proposed Merger, each outstanding Share (other than
Shares owned by AlliedSignal, PMA, or any of their subsidiaries, Shares held in
the treasury of the Company and Shares owned by shareholders who perfect
available appraisal rights under the PBCL) would be converted into the right to
receive an amount in cash equal to $44.50 per Share. The Nominees also intend to
take whatever other actions are appropriate, subject to fulfillment of their
fiduciary duties as directors of the Company, to facilitate the Second Offer and
Proposed Merger, including approving the Second Offer and Proposed Merger for
purposes of the Business Combination Statute.

At the time AlliedSignal and PMA commenced the Initial Offer, the Rights
Agreement provided that, under certain circumstances, the decision to redeem the
Rights required the concurrence of a majority of the members of the Company
Board who were members of the Company Board prior to October 25, 1989 (the
'Continuing Directors') and their nominees (the 'Dead Hand Provision').
AlliedSignal and PMA believed that the Dead Hand Provision was unenforceable.
Accordingly, on August 4, 1998, AlliedSignal filed a complaint against the
Company in the United States District Court for the Eastern District of
Pennsylvania (the 'Complaint') in which it sought to have the Dead Hand
Provision declared invalid.

AlliedSignal also believed that the Rights Agreement, as in effect at the
time the Initial Offer commenced, would have permitted AlliedSignal to
consummate a merger with the Company without triggering the dilutive effect of
the Rights (even if the Continuing Directors refused to redeem the Rights), so
long as AlliedSignal did not acquire 20% or more of the Company Common Stock
before the merger. AlliedSignal was also of the view that, if the Nominees were
elected to and constituted a majority of the Company Board, the Continuing
Directors could have been persuaded to redeem the Rights, in furtherance of
their fiduciary duties to the Company, although there were no assurances that
this would have been the case.

In response to the Initial Offer and to AlliedSignal's stated intention to
seek shareholder consent to the election of the Nominees, the Company Board, at
a meeting held on August 20, 1998, approved Amendment No. 3 to the Rights
Agreement which provided that:

(i) unless the Rights are redeemed prior thereto, a merger or other
business combination transaction will be an event triggering a Transaction
Exercise 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,

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no longer constitute a majority of the Board of Directors, (iii) the
Qualifying Offer exception 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.

This amendment to the Rights Agreement (the 'Nonredemption Provision'),
which effectively replaced the Dead Hand Provision, makes the Rights
non-redeemable by any directors, even 'disinterested' directors, if a majority
of the Company Board are persons other than the current directors of the Company
or their designees. The Nonredemption Provision also eliminated AlliedSignal's
ability to consummate a merger without a prior redemption of the Rights.

The Nonredemption Provision would remain in effect until the expiration of
the Rights Agreement on November 6, 1999 and, if the Nominees are elected and
constitute a majority of the Company Board, would preclude a business
combination by the Company with any person, including AlliedSignal, prior to
November 6, 1999, no matter what the price offered or terms specified. At the
August 20, 1998 meeting, the Company Board also adopted a resolution providing
that, for a period of six months after the expiration of the Rights Agreement,
the Company will neither adopt nor have in place a shareholder rights plan.

AlliedSignal and PMA believe that the Nonredemption Provision is invalid
and unenforceable because it unlawfully interferes with the shareholders' rights
to elect directors and unlawfully deprives directors of their ability to manage
the business and affairs of the Company. AlliedSignal amended its Complaint to
have the Nonredemption Provision declared invalid and unenforceable. See
'LITIGATION.'

On September 14, 1998, AlliedSignal filed revised preliminary consent
solicitation material with the Commission, pursuant to which it added a new
'Shareholder Rights Proposal' to its consent solicitation. The Shareholder
Rights Proposal would amend the Company By-laws to remove from the Company Board
all powers with respect to the Rights Agreement and vest those powers in a group
of three representatives, the 'Rights Agreement Managing Agents.' The Rights
Agreement Managing Agents, in turn, would amend the Rights Agreement in a number
of respects, including making it inapplicable to: (i) any tender or exchange
offer (including the Second Offer), if, as a result of that offer, the offeror
and its affiliates would be the beneficial owners of a majority of the
outstanding shares of Company Common Stock and (ii) any merger (including the
Proposed Merger) if the merger either does not require shareholder approval or
is approved by the requisite vote of Company shareholders. The Rights Agreement
Managing Agents also would amend the Rights Agreement to make the Rights
redeemable and to make other changes to facilitate an acquisition of the
Company.

In response to AlliedSignal's Initial Amended Offer and Shareholder Rights
Proposal, on September 17, 1998, the Company 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 Share ownership 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 contained a provision (the 'Shareholder Rights Proposal Nullification
Provision') that provides that the Rights Agreement will not be amendable, the
Rights will not be redeemable and the Company Board will not be entitled to
exercise certain discretionary authority otherwise available or take certain
other actions, following adoption of a By-law intended to limit the authority of
the Company Board and/or confer authority on any person other than the Company
Board to take action with respect to the Rights Agreement and the Rights issued
thereunder. The Shareholder Rights Proposal, if approved by the Company's
shareholders, would constitute the adoption of such a By-law.

AlliedSignal believes that the Shareholder Rights Proposal Nullification
Provision is invalid and unenforceable because, like the Nonredemption
Provision, it unlawfully interferes with the shareholders' rights to elect
directors, because it unlawfully deprives directors of their ability and duty to
manage the business and affairs of the Company and because it unlawfully
deprives shareholders of their rights under the PBCL and the Company's Articles
of Incorporation, through a shareholder-adopted By-law, to remove any and all
powers and duties from the Company Board and to vest those powers and duties in
other shareholder representatives. Accordingly, AlliedSignal is seeking judicial
declaratory and injunctive relief from the Shareholder Rights Proposal
Nullification Provision. See 'LITIGATION.'

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At the time AlliedSignal amended its consent solicitation to include the
Shareholder Rights Proposal, it requested the Company to confirm that the
October 15, 1998 Record Date for the Nominee Election Proposals would also be
the record date for solicitation of consents for the Shareholder Rights
Proposal. However, on September 24, 1998, the Company notified AlliedSignal that
the Company Board had fixed November 16, 1998 as the record date for the
Shareholder Rights Proposal. See 'LITIGATION.' Accordingly, AlliedSignal intends
to solicit consents for the Shareholder Rights Proposal separately from its
solicitation of consents for the Nominee Election Proposals.

On September 28, 1998 the Company announced that it intends to commence a
self-tender offer to repurchase up to 30 million Shares at a price of $55.00 per
Share in cash subject to certain conditions, including receipt of the necessary
financing. In this connection, the Company also announced that it had received
financing commitments for $3.25 billion from affiliates of Credit Suisse First
Boston and Donaldson, Lufkin & Jenrette Securities Corporation for Share
repurchases, potential refinancing of existing indebtedness, and working capital
needs. This financing is subject to certain conditions, including finalization
of certain financial terms and other provisions, and that the Company shall not
have had a change in the Company Board resulting in less than a majority being
disinterested directors.

The Company also announced that it is creating a new 'Flexitrust' funded
with 25 million Shares which is intended to be used to fund, among other things,
cash benefit and compensation requirements of the Company of approximately $1
billion over the next ten years.

Voting and tendering of Shares held by the trust will generally be
proportionate to the voting and tendering of Shares held by all other Company
shareholders, except that the Company has announced that the Flexitrust will not
tender any of the Flexitrust Shares pursuant to the Company's self-tender offer
or the Amended Initial Offer.

ADOPTION OF THE NOMINEE ELECTION PROPOSALS IS AN IMPORTANT STEP TOWARD
CONSUMMATION OF THE SECOND OFFER AND THE PROPOSED MERGER. ACCORDINGLY, YOU ARE
URGED TO PROMPTLY MARK, SIGN, DATE AND MAIL THE ENCLOSED BLUE CONSENT CARD.

THIS CONSENT STATEMENT IS A REQUEST FOR CONSENTS TO THE NOMINEE ELECTION
PROPOSALS ONLY.

THIS CONSENT STATEMENT IS NOT A REQUEST FOR CONSENTS TO THE SHAREHOLDER
RIGHTS PROPOSAL.

THIS CONSENT STATEMENT IS NOT A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. THE SECOND OFFER IS BEING MADE ONLY BY MEANS OF THE
SECOND OFFER TO PURCHASE.

THE NOMINEE ELECTION PROPOSALS

AlliedSignal and PMA are currently seeking written consents from holders of
shares of Company Common Stock to elect the Nominees and adopt the other Nominee
Election Proposals and to take the following actions without a shareholders
meeting, as permitted by the Company's Articles of Incorporation and the PBCL.

The effectiveness of each of the Nominee Election Proposals is subject to,
and conditioned upon, the adoption of each of the other Nominee Election
Proposals by the holders of record, as of the close of business on the Record
Date, of a majority of the shares of Company Common Stock then outstanding.
However, if Nominee Election Proposal 5 is not so adopted, AlliedSignal reserves
the right to waive this condition, but only with respect to Nominee Election
Proposal 5.

If the Nominees are elected pursuant to the Nominee Election Proposals and
the Nonredemption Provision is not judicially invalidated, the Poison Pill would
not be subject to redemption or amendment until its expiration on November 6,
1999. In that event, AlliedSignal could not consummate the Second Offer or a
Proposed Merger until the Poison Pill expires, nor could any third party effect
a combination with the Company during this period no matter what the price or
the terms.

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1. By-law Amendment Fixing Number of Directors at Twenty-Eight. This
Proposal would amend Section 2.2 of Article II of the Company By-laws to fix the
number of directors of the Company at twenty-eight and to provide that Section
2.2 may be amended or repealed only with the approval of holders of a majority
of the Company's outstanding voting shares. The text of this proposed amendment
to the Company By-laws, which should be carefully reviewed, is set forth in
Annex IV to this Consent Statement.

The Company By-laws currently provide that the Company Board is to consist
of at least three directors, with the actual number of directors to be
determined from time to time by the Company Board. The proposed By-law amendment
would increase the size of the Company Board from eleven to twenty-eight so
that, if the Proposal to elect the seventeen Nominees is approved, the Nominees
will constitute a majority of the members of the Company Board. To ensure that
this proposed amendment, if adopted, cannot be unilaterally repealed by the
Company Board, the proposed amendment provides that it may be amended or
repealed only by a vote of shareholders of the Company holding a majority of the
outstanding voting shares of the Company.

2. By-law Amendment Permitting Shareholders to Fill Vacancies on the
Company Board. This Proposal would amend Section 2.4 of Article II of the
Company By-laws to provide that vacancies on the Company Board created as a
result of a shareholder amendment to the Company By-laws may be filled only with
the approval of shareholders of the Company holding a majority of the Company's
outstanding voting shares and that this amendment to Section 2.4 may be further
amended or repealed only with the approval of shareholders of the Company
holding a majority of the Company's outstanding voting shares. The text of this
proposed amendment to the Company By-laws, which should be carefully reviewed,
is set forth in Annex IV to this Consent Statement.

The Company By-laws currently provide that vacancies on the Company Board,
however caused, including vacancies resulting from an increase in the number of
directors, may be filled by the Company Board. No provision is currently made
for the filling of vacancies by shareholders. The proposed By-law amendment
would grant to shareholders the exclusive right to elect the Nominees to fill
the vacancies on the Company Board resulting from the increase in the size of
the Company Board from eleven to twenty-eight members. To ensure that this
proposed amendment, if adopted, cannot be repealed unilaterally by the Company
Board, the proposed amendment provides that it may be amended or repealed only
by a vote of shareholders of the Company holding a majority of the outstanding
voting shares of the Company.

3. By-law Amendment to Clarify Inapplicability of Advance Notification
Provisions to Shareholder Action by Consent. This Proposal would amend Section
1.7.2 of Article I of the Company By-laws to clarify that a shareholder seeking
to nominate persons for election to the Company Board by shareholder action by
written consent need not comply with the Advance Notification Provisions and to
provide that this amendment to Section 1.7.2 may be further amended or repealed
only with the approval of shareholders of the Company holding a majority of the
Company's outstanding voting shares. The text of this proposed amendment to the
Company By-laws, which should be carefully reviewed, is set forth in Annex IV to
this Consent Statement.

Article IX of the Company's Articles of Incorporation provides that any
action that may be taken at a meeting of the shareholders of the Company may be
taken without a meeting if proper consent is made to the action. Section 1.5.3
of Article I of the Company By-laws currently provides that: 'Only persons who
are nominated in accordance with the following procedures shall be eligible for
election by the shareholders as directors.' The procedures set forth in Section
1.5.3 of Article I appear to apply only to nominations for election to the
Company Board at meetings of shareholders. These procedures require, in general,
that nominations of candidates for consideration by shareholders be submitted to
the Secretary of the Company (i) with respect to an annual meeting, at least 45
days in advance of the date in the then-current year that corresponds to the
date on which the Company first mailed its notice of annual meeting, proxy
statement and proxy card for the prior year's annual meeting and (ii) with
respect to a special meeting, by the close of business on the 10th day following
the day on which notice of the date of the meeting was mailed to shareholders or
public disclosure was made. The proposed amendment to Section 1.7.2 of Article I
of the Company By-laws would clarify that the requirements of Section 1.5.3 of
Article I of the Company By-laws are inapplicable to the election of directors
pursuant

<PAGE>

<PAGE>
to action by written consent of shareholders. To ensure that this proposed
amendment, if adopted, cannot be repealed unilaterally by the Company Board, the
proposed amendment provides that it may be amended or repealed only by a vote of
shareholders of the Company holding a majority of the outstanding shares of the
Company.

4. Election of Nominees. This Proposal would elect Hans W. Becherer,
Lawrence A. Bossidy, Ann M. Fudge, Paul X. Kelley, Peter M. Kreindler, Robert P.
Luciano, Robert B. Palmer, Russell E. Palmer, Frederic M. Poses, Donald J.
Redlinger, Ivan G. Seidenberg, Andrew C. Sigler, John R. Stafford, Thomas P.
Stafford, Richard F. Wallman, Robert C. Winters and Henry T. Yang (the
'Nominees') to serve as directors of the Company (or, if any Nominee is unable
to serve as a director of the Company due to death, disability or otherwise, any
other person designated as a Nominee by the remaining Nominee or Nominees).

Shareholders are being asked to elect as directors of the Company each of
the seventeen Nominees named above, each of whom has consented to serve as a
director until the next annual meeting of shareholders or until his or her
successor has been elected and qualified. AlliedSignal's primary purpose in
seeking to elect the Nominees to the Company Board is to facilitate the
consummation of the Second Offer and Proposed Merger. However, if elected, the
Nominees, along with the other directors of the Company, would be responsible
for managing the business and affairs of the Company. The Nominees understand
that, as directors of the Company, each of them has an obligation under
Pennsylvania law to discharge his or her duties as a director in good faith, in
a manner he or she reasonably believes to be in the best interests of the
Company and with such care, including reasonable inquiry, skill and diligence,
as a person of ordinary prudence would use under similar circumstances.

In addition, the Nominees understand that, in their actions as directors of
the Company, they should not be guided by or take into account any duties or
responsibilities they may have in other capacities to AlliedSignal or its
stockholders, but rather are obligated to act solely with regard to their duties
as directors of the Company under applicable Pennsylvania law. Moreover,
AlliedSignal has authorized and requested the Nominees to participate in the
consent solicitation and understands that their actions as directors of the
Company must take into account only the interests of the Company and not the
interests of AlliedSignal except to the extent of AlliedSignal's interest as a
shareholder of the Company in common with other shareholders of the Company.

Circumstances may arise in which the interests of AlliedSignal, PMA and
their affiliates, on the one hand, and the interests of other shareholders of
the Company, on the other hand, may differ. These circumstances may include the
Proposed Merger and any proposal a third party might make to acquire or combine
with the Company. In addition, if the Poison Pill becomes nonredeemable and non-
amendable (as may happen under a variety of circumstances), the Nominees, if
elected, would constitute a majority of the Company Board at least until the
next annual meeting of shareholders of the Company and longer if re-elected.
During some or all of this time, AlliedSignal may continue to pursue its
acquisition of the Company, in which case AlliedSignal's interests in the
conduct of the Company's business and operations may be perceived to differ from
those of other Company shareholders. In all of these circumstances, while the
Nominees currently do not have plans with respect to actions they would take,
they intend to discharge their duties to the Company under Pennsylvania law and
in light of then prevailing circumstances, taking into account the effects of
any actions taken on the Company's shareholders and other stakeholders. In
addition, it is likely that, after the Nominees are seated on the Company Board,
a large minority of directors on the Company Board will not be AlliedSignal
nominees, but rather continuing Company directors who will not have this type of
conflict of interest.

In this regard, Section 1728 of the PBCL and the Company By-laws expressly
provide that a transaction between interested parties is not void or voidable if
any one of three tests, set forth in Section 1728 and the Company By-laws, is
satisfied. These tests are: (i) the material facts concerning any conflict of
interest are disclosed to the Company Board and the transaction is approved by a
majority of the disinterested Company directors; (ii) the material facts
concerning such conflict of interest are disclosed to the Company's shareholders
and the transaction is approved in good faith by the requisite vote of the
Company's shareholders; and (iii) the transaction is fair to the Company. The
Nominees, if elected, intend to comply with Section 1728 and the Company By-laws
in all applicable

<PAGE>

circumstances. In addition (i) under the Company's Articles of Incorporation,
any merger agreement (except for a merger agreement with a shareholder who owns
80% or more of the Company's Common Stock) entered into by the Company would be
subject to the affirmative vote of at least 66 2/3% of the votes cast by holders
of Shares entitled to vote and (ii) if a Proposed Merger is consummated
involving all or part cash consideration, dissenters' rights would be provided
in accordance with Section 1930(a) of the PBCL. See 'DISSENTERS' RIGHTS' below.

Although AlliedSignal and PMA have no reason to believe that any of the
Nominees may be unable or unwilling to serve as directors, if any of the
Nominees is unable to serve as a director of the Company due to death,
disability or otherwise, the remaining Nominee or Nominees may designate another
person or persons to replace the Nominee or Nominees unable to serve.

Set forth below are the name, age, business address, present principal
occupation and employment history of each of the Nominees for at least the past
five years. This information has been furnished to AlliedSignal by the
respective Nominees. Each of the Nominees has consented to serve as a director.
Each of the Nominees is at least 18 years of age. None of the entities
referenced below is a parent or subsidiary of the Company.

<TABLE>
<CAPTION>
NAME, AGE AND
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND FIVE YEAR EMPLOYMENT HISTORY
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
Hans W. Becherer, 63 Mr. Becherer is Chairman and Chief Executive Officer of Deere & Company, a
Deere & Company manufacturer of mobile power machinery and a supplier of financial
One John Deere Place services. After serving in a variety of managerial and executive positions,
Moline, IL 61265-8098 he became a director of Deere in 1986 and was elected President and Chief
Operating Officer in 1987, President and Chief Executive Officer in 1989
and Chairman and Chief Executive Officer in 1990. He is a director of
AlliedSignal, The Chase Manhattan Corporation and Schering-Plough Corpora-
tion.

Lawrence A. Bossidy, 63 Mr. Bossidy has been Chief Executive Officer of AlliedSignal since July
AlliedSignal Inc. 1991 and Chairman of the Board of Directors of AlliedSignal since January
101 Columbia Road 1992. He previously served in a number of executive and financial positions
Morristown, NJ 07962 with General Electric Company. Mr. Bossidy was Chief Operating Officer of
General Electric Credit Corporation (now General Electric Capital
Corporation) from 1979 to 1981, Executive Vice President and Sector
Executive of GE's Services and Materials Sector from 1981 to 1984, and Vice
Chairman and Executive Officer of GE from 1984 until he joined
AlliedSignal. He is a director of Champion International Corporation, J. P.
Morgan & Co. Incorporated and Merck & Co., Inc. Mr. Bossidy is also a
director of PMA.

Ann M. Fudge, 47 Ms. Fudge, Executive Vice President of Kraft Foods, Inc., joined General
Maxwell House and Foods USA in 1986 and held several planning and marketing positions before
Post Division being appointed Executive Vice President and General Manager of the Dinners
Kraft Foods, Inc. and Enhancers Division in 1991. In 1994, she was named President of Kraft
555 South Broadway General Foods' Maxwell House Coffee Company. In 1995, Ms. Fudge assumed her
Mail Code TA1-2 current position while continuing to head the Maxwell House Coffee Division
Tarrytown, NY 10591 as General Manager. She became President of Kraft's Maxwell House and Post
Division in 1997. Kraft is the multinational food business of Philip Morris
Companies Inc. Ms. Fudge is a director of AlliedSignal and Liz Claiborne,
Inc.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME, AGE AND
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND FIVE YEAR EMPLOYMENT HISTORY
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
Paul X. Kelley, 69 General Kelley is a Partner of J.F. Lehman & Company, an investment firm.
700 13th Street, N.W. He previously was Vice Chairman of Cassidy & Associates, Inc., a
Suite 400 Washington-based government relations firm, from 1989 until early 1998, and
Washington, DC he served as Commandant of the Marine Corps and as a Member of the Joint
20005-5917 Chiefs of Staff from 1983 until his retirement in 1987. General Kelley is a
director of AlliedSignal, GenCorp Inc., Saul Centers, Inc., Sturm, Ruger &
Company, Inc., UST Inc. and The Wackenhut Corporation.

Peter M. Kreindler, 53 Mr. Kreindler has been Senior Vice President, General Counsel and Secretary
AlliedSignal Inc. of AlliedSignal since December 1994. He was Senior Vice President and
101 Columbia Road General Counsel of AlliedSignal from March 1992 to November 1994. Mr.
Morristown, NJ 07962 Kreindler is also a director and Vice President and Secretary of PMA.

Robert P. Luciano, 64 Mr. Luciano is Chairman of the Board of Schering-Plough Corporation, a
Schering-Plough Corporation manufacturer and marketer of pharmaceuticals and consumer products, which
One Giralda Farms he joined in 1978. He served as President from 1980 to 1986 and Chief
Madison, NJ 07940 Executive Officer from 1982 through 1995. He has been Chairman of the Board
since 1984. He is a director of AlliedSignal, C.R. Bard, Inc. and Merrill
Lynch & Co.

Robert B. Palmer, 58 Mr. Palmer is the former Chairman, President and Chief Executive Officer of
124 Mount Auburn Street Digital Equipment Corporation, a provider of networked computer systems,
Suite 200 North software and services. He had advanced through a series of executive
Cambridge, MA 02138 positions after joining Digital in 1985, becoming President and Chief
Executive Officer in 1992 and Chairman of the Board in 1995. He is a
director of AlliedSignal.

Russell E. Palmer, 64 Mr. Palmer is Chairman and Chief Executive Officer of The Palmer Group, a
The Palmer Group private investment firm he established in 1990 after serving seven years as
3600 Market Street, Suite 530 Dean of The Wharton School of the University of Pennsylvania. He previously
Philadelphia, PA 19104 served as Managing Director and Chief Executive Officer of Touche Ross
International and Managing Partner and Chief Executive Officer of Touche
Ross & Co. (USA) (now Deloitte and Touche). He is a director of
AlliedSignal, Bankers Trust Company, Bankers Trust New York Corporation,
Federal Home Loan Mortgage Corporation, GTE Corporation, The May Department
Stores Company and Safeguard Scientifics, Inc.

Frederic M. Poses, 55 Mr. Poses began his career with AlliedSignal in 1969 and advanced through a
AlliedSignal Inc. number of managerial and executive positions until he was named President
101 Columbia Road of the Plastics and Engineered Materials Division in 1983, President of the
Morristown, NJ 07962 Fibers Division in 1986, and President of AlliedSignal Engineered Materials
in 1988, when he was also elected Executive Vice President of AlliedSignal.
In 1997, he was named Vice Chairman and elected to the Board of Directors
of AlliedSignal. In June 1998, he became President and Chief Operating
Officer. He is also a director and President of PMA.

Donald J. Redlinger, 53 Mr. Redlinger has been Senior Vice President -- Human Resources and
AlliedSignal Inc. Communications of AlliedSignal since February 1995. He was Senior Vice
101 Columbia Road President -- Human Resources of AlliedSignal from January 1991 to January
Morristown, NJ 07962 1995.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME, AGE AND
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND FIVE YEAR EMPLOYMENT HISTORY
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
Ivan G. Seidenberg, 51 Mr. Seidenberg is Vice Chairman, President and Chief Executive Officer of
Bell Atlantic Corporation Bell Atlantic Corporation, a telecommunications and information services
1095 Avenue of the Americas, 39th provider. He had previously held several senior management positions with
Floor NYNEX Corporation, which he joined in 1983, before becoming a director and
New York, NY 10036 Vice Chairman of the Board in 1991, President and Chief Operating Officer
in 1994, and Chairman and Chief Executive Officer in 1995. He became Vice
Chairman, President and Chief Operating Officer of Bell Atlantic
Corporation in 1997 and assumed his current position in 1998. He is a
director of AlliedSignal, American Home Products Corporation, Boston
Properties, Inc., CVS Corporation and Viacom Inc.

Andrew C. Sigler, 67 Mr. Sigler retired as Chairman and Chief Executive Officer of Champion
Champion International International Corporation, a paper and forest products company, in 1996. He
Corporation was elected President and Chief Executive Officer of Champion in 1974 and
One Champion Plaza Chairman and Chief Executive Officer in 1979. He is a director of
Stamford, CT 06921 AlliedSignal, The Chase Manhattan Corporation and General Electric Company.

John R. Stafford, 60 Mr. Stafford is Chairman, President and Chief Executive Officer of American
American Home Products Home Products Corporation, a manufacturer of pharmaceutical, health care,
Corporation animal health and agricultural products. After joining that company in
Five Giralda Farms 1970, he held a number of executive positions before becoming President in
Madison, NJ 1981, an office he held until 1990 and which he resumed in early 1994. He
07940-0874 was elected Chairman of the Board and Chief Executive Officer in 1986. He
is a director of AlliedSignal, Bell Atlantic Corporation, The Chase
Manhattan Corporation and Deere & Company.

Thomas P. Stafford, 68 Lt. Gen. Stafford joined the consulting firm of General Technical Services,
1006 Cameron Street Inc. in 1984. He is also Vice Chairman and co-founder of Stafford, Burke
Alexandria, VA 22314 and Hecker, Inc., a Washington-based consulting firm. After serving as an
astronaut for a number of years, he retired in 1979 from the Air Force as
Deputy Chief of Staff for Research, Development and Acquisition and served
as Vice Chairman of Gibraltar Exploration Limited until 1984. Lt. Gen.
Stafford is also Chairman of the Board of Omega Watch Corporation of
America and is a director of AlliedSignal, CMI Corporation, Cycomm
International Inc., Seagate Technology Inc., Timet Inc., Tracor, Inc. and
Tremont Corporation.

Richard F. Wallman, 47 Mr. Wallman has been Senior Vice President and Chief Financial Officer of
AlliedSignal Inc. AlliedSignal since March 1995. He was Vice President and Controller of
101 Columbia Road International Business Machines Corp. (IBM), a manufacturer of
Morristown, NJ 07962 information-handling systems, from April 1994 to February 1995 and General
Assistant Controller of IBM from October 1993 to March 1994. He was
Assistant Controller -- Sales & Marketing of Chrysler Corporation from
April 1989 to September 1993.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME, AGE AND
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND FIVE YEAR EMPLOYMENT HISTORY
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
Robert C. Winters, 66 Mr. Winters retired as Chairman and Chief Executive Officer and became
The Prudential Insurance Chairman Emeritus of The Prudential Insurance Company of America, a
Company provider of insurance and financial services, in December 1994. During his
751 Broad Street career with Prudential, which he joined in 1953, he held various managerial
11th Floor positions prior to his election as Executive Vice President in 1978, Vice
Newark, NJ 07102-3777 Chairman in 1984 and Chairman and Chief Executive Officer in 1987. He is a
director of AlliedSignal.

Henry T. Yang, 57 Dr. Yang became Chancellor of the University of California, Santa Barbara
University of California, in 1994. Prior to his current position, he served in a number of faculty
Santa Barbara and administrative positions at Purdue University, starting in 1969. He
5221 Cheadle Hall became Head of Purdue's School of Aeronautics and Astronautics in 1979 and
Santa Barbara, CA 93106-2030 served as Dean of the School of Engineering and Director of the Computer
Integrated Design, Manufacturing and Automation Center from 1984 until he
joined the University of California. He is a director of AlliedSignal.
</TABLE>

Annex III sets forth certain information relating to the Nominees'
ownership of shares of Company Common Stock and with respect to transactions
between any of them and the Company.

It is contemplated that each Nominee will be reimbursed for his or her
reasonable out-of-pocket expenses incurred in the performance of his or her
service as a Nominee. Under AlliedSignal's Certificate of Incorporation,
AlliedSignal is obligated to indemnify and hold harmless against all expenses,
liabilities and losses each person who is made a party to any action or
proceeding by reason of the fact that he or she is a director, officer or
employee of AlliedSignal or is serving at the request of AlliedSignal as a
director, officer or employee of another company, to the fullest extent
permitted by Delaware law.

In accordance with applicable regulations of the Commission, the BLUE
consent card delivered with this Consent Statement provides each shareholder of
the Company with the opportunity to designate the names of any of the Nominees
whom he or she does not desire to elect to the Company Board. ALLIEDSIGNAL AND
PMA URGE SHAREHOLDERS TO VOTE FOR ALL OF THE NOMINEES ON THE BLUE CONSENT CARD
DELIVERED WITH THIS CONSENT STATEMENT.

5. Repeal of By-laws Adopted Subsequent to July 22, 1998 and Prior to the
Effectiveness of the Proposals and the Seating of the Nominees. This Proposal
would repeal each provision of and amendment to the Company By-laws adopted
subsequent to July 22, 1998 and prior to the effectiveness of the Nominee
Election Proposals and the seating of a sufficient number of Nominees so that
the Nominees constitute a majority of the Company Board.

This Proposal is designed to prevent the Company Board from taking actions
to amend the Company By-laws to attempt to nullify or delay the actions taken by
the shareholders pursuant to the Nominee Election Proposals or to create new
obstacles to the consummation of the Second Offer and Proposed Merger. According
to publicly available information, the most recent version of the Company
By-laws were adopted on July 22, 1998, and no amendments subsequent to that date
have been publicly disclosed. If the Company Board has adopted since July 22,
1998, or adopts prior to the adoption of the Nominee Election Proposals and the
seating of a sufficient number of Nominees so that Nominees constitute a
majority of the Company Board, any amendments to the Company By-laws, this
Proposal would repeal those amendments.

AlliedSignal and PMA have been advised by Dechert Price & Rhoads,
Pennsylvania counsel to AlliedSignal and PMA, that, in their view, although
there are no cases on point, this By-law amendment, if approved, will be valid
under Pennsylvania law. However, should this By-law amendment be invalidated,
any amendment to the Company By-laws duly adopted prior to the seating of the
Nominees would be effective until further amended or repealed by a valid By-law
amendment. Should

<PAGE>

the Company Board adopt any material amendment(s) to the Company By-laws which
are relevant to the Nominee Election Proposals, the Second Offer or the Proposed
Merger prior to the effectiveness of this proposed By-law amendment,
AlliedSignal and PMA may be required to disseminate additional materials
relating to such amendment(s) to Company shareholders as soon as practicable
following AlliedSignal's and PMA's learning of such By-law amendments.

VOTING SECURITIES AND PRINCIPAL HOLDERS

According to the Company's Articles of Incorporation, the shares of Company
Common Stock constitute the only class of outstanding voting securities of the
Company. Accordingly, only holders of Company Common Stock are entitled to
execute consents. The Company stated in the Company Second Quarter 10-Q that, as
of July 27, 1998, there were 218,601,033 shares of Company Common Stock
outstanding. Each share of Company Common Stock entitles its record holder to
one vote. Shareholders of the Company do not have cumulative voting rights.

As reported by the Company in its revised Consent Revocation Statement,
filed with the Commission on September 29, 1998 (the 'Consent Revocation
Statement'), as of September 29, 1998, no person was known to management to own
beneficially more than 5% of the outstanding shares of Company Common Stock.
However, according to the Consent Revocation Statement, it is expected that
Wachovia Bank, N.A., the intended trustee under the 'Flexitrust' may be deemed
to be the beneficial owner of 25,000,000 Shares to be held in trust, which
constitutes 10.3% of the outstanding Shares after giving effect to the
issuance of the 25,000,000 Shares to be issued to the trust.

For information relating to the ownership of Company Common Stock by
directors and executive officers of the Company, see Annex I.

CERTAIN INFORMATION CONCERNING ALLIEDSIGNAL AND PMA

AlliedSignal is a Delaware corporation with its principal executive offices
located at 101 Columbia Road, Morristown, NJ 07962. AlliedSignal is an advanced
technology and manufacturing company serving customers worldwide with aerospace
and automotive products, chemicals, fibers, plastics and advanced materials.
AlliedSignal is organized into eleven strategic business units and reports its
results of operations in the following five business segments: Aerospace
Systems, Specialty Chemicals & Electronic Solutions, Turbine Technologies,
Performance Polymers and Transportation Products. AlliedSignal's products are
used by major industries including textiles, construction, plastics,
electronics, automotive, chemicals, housing, telecommunications, utilities,
packaging, agriculture, military and commercial aviation and aerospace and in
the space program.

AlliedSignal is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports
and other documents with the Commission relating to its business, financial
condition and other matters. These reports and other documents should be
available for inspection at the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington, DC 20549, and at the regional offices of the
Commission located at Seven World Trade Center, 13th Floor, New York, NY 10048
and Citicorp Center, 500 West Madison Street (Suite 1400), Chicago, IL 60661.
Copies of AlliedSignal's filings with the Commission should be obtainable, by
mail, upon payment of the Commission's customary charges, by writing to the
Commission's principal office at 450 Fifth Street, N.W., Washington, DC 20549.
The Commission also maintains an Internet web site at http://www.sec.gov that
should contain electronic copies of AlliedSignal's filings with the Commission.
Copies of AlliedSignal's filings with the Commission should also be available
for inspection at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, NY 10005.

<PAGE>

PMA is a newly incorporated Delaware corporation organized in connection
with the Initial Offer and has not conducted any activities other than in
connection with the Initial Offer, the Amended Initial Offer and this Consent
Solicitation. The principal office of PMA is located at 101 Columbia Road,
Morristown, NJ 07962. PMA is a wholly owned subsidiary of AlliedSignal. It is
expected that, until immediately prior to the time that PMA will purchase Shares
pursuant to the Amended Initial Offer, the Second Offer or Proposed Merger, PMA
will not have any significant assets or liabilities or engage in activities
other than those incident to its formation and capitalization and the
transactions contemplated by the Amended Initial Offer, the Second Offer and
Proposed Merger.

Certain information about the employees and representatives of AlliedSignal
other than Nominees who may also assist Morrow in soliciting consents is set
forth in the attached Annex II. Annex III sets forth certain information
relating to the ownership of Shares by PMA, AlliedSignal, and certain of
AlliedSignal's employees and representatives, and with respect to certain
transactions between any of them and the Company.

SOLICITATION OF CONSENTS

Solicitation of consents may be made by the directors, officers, investor
relations personnel and other employees of AlliedSignal, PMA and their
affiliates and by the Nominees. Consents will be solicited by mail,
advertisement, telephone or telecopier and in person. No such persons will
receive additional compensation for such solicitation.

In addition, AlliedSignal and PMA have retained Morrow & Co., Inc.
('Morrow') to assist in the solicitation, for which services Morrow will be paid
a fee of $250,000 and will be reimbursed for its reasonable out-of-pocket
expenses. AlliedSignal has also agreed to indemnify Morrow against certain
liabilities and expenses, including certain liabilities and expenses under the
Federal securities laws. It is anticipated that between 50 and 75 persons will
be employed by Morrow to solicit shareholders. Morrow is also acting as
Information Agent in connection with the Amended Initial Offer and the Second
Offer, for which Morrow will be paid reasonable and customary compensation in
addition to reimbursement of reasonable out-of-pocket expenses.

Banks, brokers, custodians, nominees and fiduciaries will be requested to
forward solicitation material to beneficial owners of the shares of Company
Common Stock. AlliedSignal will reimburse banks, brokers, custodians, nominees
and fiduciaries for their reasonable expenses for sending solicitation material
to the beneficial owners.

Lazard Freres & Co. LLC ('Lazard') and Goldman, Sachs & Co. ('Goldman
Sachs') are acting as Dealer Managers in connection with the Amended Initial
Offer and will act as Dealer Managers in connection with the Second Offer and as
investment bankers for AlliedSignal and PMA in connection with the Amended
Initial Offer and the Second Offer and related transactions. AlliedSignal and
PMA have agreed to pay each of Lazard and Goldman Sachs $12,000,000 in
connection therewith. AlliedSignal and PMA have also agreed to reimburse Lazard
and Goldman Sachs for their reasonable out-of-pocket expenses, including the
reasonable fees and expenses of their counsel, and to indemnify Lazard and
Goldman Sachs and certain related persons against certain liabilities and
expenses, including certain liabilities and expenses under the Federal
securities laws.

In connection with the engagement of Lazard and Goldman Sachs as investment
bankers, AlliedSignal and PMA anticipate that three representatives of Lazard
and four representatives of Goldman Sachs may communicate in person, by
telephone or otherwise, with a limited number of institutions, brokers or other
persons who are shareholders of the Company for the purpose of assisting in the
solicitation of consents. Neither Lazard nor Goldman Sachs will receive any
additional fee for or in connection with such solicitation activities by its
representatives apart from the fees it is otherwise entitled to receive as
described above.

Certain information about the employees of AlliedSignal who are not
Nominees and certain representatives of PMA and AlliedSignal who will assist
Morrow in soliciting consents is set forth in Annex II. Annex III sets forth
certain information relating to the ownership of shares of the Company Common
Stock by AlliedSignal and PMA, their directors, executive officers, employees
and

<PAGE>

<PAGE>
representatives, and the Nominees, and with respect to transactions between any
of them and the Company.

The cost of the solicitation of consents to the Nominee Election Proposals
will be borne by AlliedSignal. AlliedSignal will not seek reimbursement of the
costs of this solicitation from the Company. Costs related to the solicitation
of consents to the Nominee Election Proposals include expenditures for
attorneys, accountants, investment bankers, consent solicitors, public relations
advisors, printing, advertising, postage, litigation and related expenses and
filing fees and are expected to aggregate approximately $ million, of which
$ million has been spent to date. The portion of such costs allocable solely
to the solicitation of consents to the Nominee Election Proposals is not readily
determinable.

CONSENT PROCEDURE

Section 2524 of the PBCL states that actions may be authorized by
shareholders by less than unanimous written consent if permitted by a
corporation's articles of incorporation. Article IX of the Company's Articles of
Incorporation provides that 'any action that may be taken at a meeting of the
shareholders . . . may be taken without a meeting if proper consent is made to
the action.' It further states that 'any such action may be taken without a
meeting upon the written consent of shareholders that would be necessary to
authorize the action at a meeting at which all shareholders entitled to vote
were present and voting.'

Section 1763 of the PBCL provides that, unless otherwise provided in a
corporation's by-laws, if no record date has been fixed by the board of
directors, the record date for determining shareholders entitled to consent to
corporate action in writing without a meeting shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the corporation. Section 1.7.2 of the Company By-laws provides that
any shareholder seeking to have the shareholders of the Company authorize or
take action by written consent shall, by written notice to the Secretary of the
Company, request that the Company Board fix a record date. The Company Board is
required to promptly, but in all events within 10 days of the date on which the
request is received, adopt a resolution fixing the record date. If the Company
Board does not fix a record date within 10 days after the receipt of the
request, the record date for the solicitation will be the date on which the
first signed consent is delivered to the Company. On August 11, AlliedSignal and
PMA requested that the Company Board fix August 31, 1998 as the record date for
the consent solicitation made hereby. On August 21, 1998, the Company Board
fixed October 15, 1998 as the Record Date.

EFFECTIVENESS AND REVOCATION OF CONSENTS

The corporate actions proposed herein will be adopted when properly
completed, unrevoked consents consenting to the Proposals are signed by the
holders of record as of the close of business on the Record Date of a majority
of the shares of Company Common Stock then outstanding, and such consents are
delivered to the Company, provided that the requisite consents are so delivered
within 90 days of the Record Date.

The effectiveness of each Nominee Election Proposal is subject to, and
conditional upon, the adoption of all other Nominee Election Proposals by the
holders of record, as of the close of business on the Record Date, of a majority
of the shares of Company Common Stock then outstanding. However, if Nominee
Election Proposal 5 is not adopted, AlliedSignal reserves the right to waive
this condition, but only with respect to Nominee Election Proposal 5.

Under Section 1.7.3 of the Company By-laws, the Secretary of the Company is
required to designate an independent qualified inspector in connection with this
consent solicitation. The inspector is required, as soon as practicable after
receipt of written consents for adoption of the Nominee Election Proposals, to
conduct such reasonable investigations as the inspector deems necessary or
appropriate for the purpose of ascertaining the validity of the consents,
including determining whether the holders of shares of Company Common Stock
having the requisite voting power to authorize the Nominee Election Proposals
have given consent. If, after this investigation, the inspector determines that
actions proposed by this consent solicitation have been validly taken, that fact
is to be certified on

<PAGE>

<PAGE>
the Company's records. AlliedSignal and PMA plan to present the results of a
successful solicitation with respect to the corporate actions proposed to the
Company as soon as possible.

An executed consent card may be revoked by signing, dating and delivering a
written revocation at any time prior to the date that the Company has received
the required number of properly completed, unrevoked consents to authorize the
proposed actions. The delivery of a subsequently dated consent card that is
properly completed and signed will constitute a revocation of any earlier
consent card delivered by such holder. The revocation may be delivered either to
AlliedSignal and PMA in care of Morrow & Co., Inc., 445 Park Avenue, 5th Floor,
New York, NY 10022, or to the Company at 470 Friendship Road, Harrisburg, PA
17111 or any other address provided by the Company. Although a revocation is
effective if delivered to the Company, AlliedSignal and PMA request that either
the original or photostatic copies of all revocations of consents be mailed or
delivered to AlliedSignal and PMA in care of Morrow at the address set forth
above, so that AlliedSignal and PMA will be aware of all revocations and can
more accurately determine if and when unrevoked consents to the actions
described in this Consent Statement have been received from the holders of
record on the Record Date of a majority of outstanding shares of Company Common
Stock.

SPECIAL INSTRUCTIONS

If you were a record holder of shares of Company Common Stock as of the
close of business on the Record Date, you may elect to consent to, withhold
consent to or abstain with respect to each Nominee Election Proposal by marking
the 'CONSENT,' 'DOES NOT CONSENT' or 'ABSTAIN' box, as applicable, underneath
each such Nominee Election Proposal on the accompanying BLUE consent card and
signing, dating and returning it promptly in the enclosed postage-paid envelope.

If the shareholder signing, dating and returning the BLUE consent card has
failed to check a box marked 'CONSENT,' 'DOES NOT CONSENT' or 'ABSTAIN' for any
Nominee Election Proposals, such shareholder will be deemed to have consented to
that Nominee Election Proposal, except that such shareholder will not be deemed
to have consented to the election of any Nominee from whom consent is withheld
by the shareholder by writing that Nominee's name on the consent card.

Because the Nominee Election Proposals will become effective only if
properly completed, unrevoked consents consenting to the Nominee Election
Proposals are signed and returned by holders of record as of the close of
business on the Record Date of a majority of the total number of shares of
Company Common Stock then outstanding, any failure to execute and return a
consent, and all abstentions and broker non-votes, will have the same effect as
voting against the Nominee Election Proposals.

ALLIEDSIGNAL AND PMA RECOMMEND THAT YOU CONSENT TO EACH OF THE NOMINEE
ELECTION PROPOSALS.

YOUR CONSENT IS IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED BLUE
CONSENT CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY.
FAILURE TO RETURN YOUR CONSENT CARD WILL HAVE THE SAME EFFECT AS VOTING AGAINST
THE NOMINEE ELECTION PROPOSALS.

If your shares of Company Common Stock are held in the name of a brokerage
firm, bank nominee or other institution, only such entity can execute a consent
with respect to your shares of Company Common Stock and only upon receipt of
specific instructions from you. Accordingly, you should contact the person
responsible for your account and give instructions for the BLUE consent card to
be signed representing your shares of Company Common Stock. AlliedSignal and PMA
urge you to confirm in writing your instructions to the person responsible for
your account and provide a copy of those instructions to AlliedSignal and PMA in
care of Morrow at the address set forth above so that AlliedSignal and PMA will
be aware of all instructions given and can attempt to ensure that such
instructions are followed.

DISSENTERS' RIGHTS

Shareholders of the Company are not entitled to dissenters' rights in
connection with the Nominee Election Proposals.

<PAGE>

If a Proposed Merger is consummated involving all or part cash
consideration, dissenters' rights would be provided in accordance with Section
1930(a) of the PBCL. In that event, any issued and outstanding shares of Company
Common Stock held by persons who object to the Proposed Merger and comply with
all the provisions of the PBCL concerning the right of holders of shares of
Company Common Stock to dissent from the Proposed Merger and require valuation
of their shares of Company Common Stock will not be converted into the right to
receive the consideration to be paid pursuant to the Proposed Merger but will
become the right to receive payment of the 'fair value' of their shares of
Company Common Stock (exclusive of any element of appreciation or depreciation
in anticipation of the Proposed Merger).

Dissenters' rights cannot be exercised at this time. Shareholders who will
be entitled to dissenters' rights in connection with the Proposed Merger (or
similar business combination) will receive additional information concerning any
available dissenters' rights and the procedures to be followed in connection
therewith before the shareholders have to take any action relating thereto.

EXECUTING A WRITTEN CONSENT IN FAVOR OF THE NOMINEE ELECTION PROPOSALS WILL
NOT PREVENT A SHAREHOLDER FROM DEMANDING APPRAISAL OF HIS OR HER SHARES IN
CONNECTION WITH THE PROPOSED MERGER.

LITIGATION

On August 4, 1998, AlliedSignal filed a complaint against the Company in
the Eastern District of Pennsylvania, styled AlliedSignal Inc. v. AMP
Incorporated, C.A. No. 98-CV-4058 (JTG) (the 'AlliedSignal Action'), which has
now been amended as set forth below.

On August 21, 1998, the Company filed a complaint against AlliedSignal and
PMA in the Eastern District of Pennsylvania styled AMP Incorporated v.
AlliedSignal Corporation and PMA Acquisition Corporation, C.A. No. 98-CV-4405
(the 'Company Action'), which has now been amended as set forth below.

On August 24, 1998, the Company filed an Answer to the AlliedSignal
Complaint denying AlliedSignal's contentions and asserting as affirmative
defenses that (i) the AlliedSignal Complaint fails to state a claim for which
relief may be granted, (ii) AlliedSignal does not have standing to bring the
claims and (iii) the claims are moot because the Rights Agreement has been
amended and the 'Dead Hand Provision' has been removed.

On September 11, 1998, in the Company Action, the Company filed a motion
for Partial Summary Judgment in the Nature of a Declaratory Judgment seeking a
declaration that AlliedSignal's consent solicitation plan is 'unlawful and in
violation of Pennsylvania law and public policy' on the ground that allegedly
AlliedSignal's 'plan to pack AMP's Board [with AlliedSignal's nominees] will
create a pervasive and irreconcilable conflict of interest -- one that is
abhorrent to the law and public policy of the Commonwealth.'

On September 14, 1998 AlliedSignal filed a motion to amend its complaint in
the AlliedSignal Action (the 'Amended Complaint'). The Amended Complaint seeks:
(i) declaratory and injunctive relief declaring the Nonredemption Provision
invalid under Pennsylvania law; or, to the extent that the Nonredemption
Provision and other anti-takeover devices that preclude tender offers and
consent solicitations are permitted under Pennsylvania law, declaring this law
as so applied unconstitutional under the Supremacy and Commerce Clauses of the
United States Constitution and (ii) declaratory and injunctive relief
prohibiting any effort by the Company Board to manipulate or otherwise subvert
the process of corporate democracy by (a) amending the Company By-laws, (b)
taking advantage of the delay of the Record Date until October 15, 1998, to
manipulate the corporate machinery or thwart or interfere with the Amended
Initial Offer or this consent solicitation, or (c) taking any other action to
frustrate the Amended Initial Offer or this consent solicitation.

On September 14, 1998 AlliedSignal also filed a motion for (1) partial
summary judgment on its claim for a declaratory judgment in the Amended
Complaint that the Nonredemption Provision is ultra vires and invalid, or, in
the alternative, a preliminary injunction restraining enforcement of the
Nonredemption Provision; and (2) a preliminary injunction prohibiting the
Company Board from amending the Company By-laws or Rights Agreement or taking
any other action that would, as a practical matter, make the shareholder vote on
this consent solicitation meaningless.

<PAGE>

On September 18, 1998, in the Company Action, AlliedSignal filed a
cross-motion for partial summary judgment to dismiss the Company's claim that
AlliedSignal's consent solicitation is unlawful.

On September 22, AlliedSignal filed a Second Amended Complaint in the
AlliedSignal Action in which, in addition to the relief sought in the Amended
Complaint, it is seeking declaratory and injunctive relief with respect to the
Shareholder Rights Proposal Nullification Provision. AlliedSignal also filed a
supplemental motion seeking an order declaring the Shareholder Rights Proposal
Nullification Provision illegal and void under Pennsylvania law.

On September 22, 1998, the Company filed a First Amended Complaint in the
Company Action. That First Amended Complaint alleges: (i) AlliedSignal's filings
with the Commission are false and misleading because (a) they fail to disclose
the manner in which the Nominees would satisfy their duty of undivided loyalty
both to AlliedSignal and the Company, (b) they fail to disclose the manner in
which the Nominees would propose to reconcile the interests of the Company with
those of AlliedSignal, (c) they fail to disclose that AlliedSignal has stated,
that, upon the election of the Nominees, it will discharge all of the Company's
senior executives, and (d) they misrepresent that AlliedSignal will be able to
vote the Shares acquired under the Amended Initial Offer because [cite PBCL]
(the 'Control Share Acquisition Statute') prohibits AlliedSignal from voting
such Shares; (ii) the First and Second Supplements to the Offer to Purchase and
AlliedSignal's Amended Consent Statement are false and misleading because they
fail to disclose that the Shareholder Rights Proposal is contrary to the
provisions of the PBCL granting directors of a Pennsylvania corporation the sole
discretion to determine the terms and conditions of rights plans; (iii) the
Initial Offer, as amended by the First Supplement thereto, is unlawful because
it constitutes a new tender offer and does not comply with federal securities
laws requiring AlliedSignal to return all Shares tendered under the Initial
Offer; (iv) by announcing its intention to commence the Second Offer upon
expiration of the Initial Amended Offer, AlliedSignal was subject to a
requirement under Rule 14d-2(b) to start the Second Offer within five days or
abandon it, neither of which AlliedSignal has done; (v) because the Amended
Initial Offer is not an amendment of the Initial Offer, but rather a new offer,
AlliedSignal and PMA were required to hold the Initial Amended Offer open for a
minimum period of 20 business days and to return all Shares tendered in the
Initial Offer; (vi) the Initial Amended Offer and the Second Offer are actually
the same offer, and, as a result, the purchase of Shares under the Initial
Amended Offer will be in violation of Rule 10b-13 under the Securities Exchange
Act of 1934, as amended (the 'Exchange Act'); and (vii) alternatively,
AlliedSignal's offers pursuant to the Initial Offer, the First Supplement, the
Second Supplement and the Second Offer are part of a single effort by
AlliedSignal to acquire control of the Company, which should be treated as a
single integrated offer, so that Rule 14d-10(a)(2) under the Exchange Act
requiring that the Company's shareholders receive the 'highest consideration
paid' would be applicable. In addition, the First Amended Complaint alleges that
(i) the Nominee Election Proposals violate the PBCL because they would render it
impossible for the Company's directors to discharge their fiduciary obligations
to the Company; (ii) the Shareholders Rights Proposal violates the PBCL because
it would divest the Company Board of the authority under the PBCL to determine
the terms and conditions of the Company's rights plans; and (iii) the Shares
which AlliedSignal and PMA propose to buy are 'control shares' within the
meaning of the Control Share Acquisition Statute because AlliedSignal and PMA
have announced their intention to purchase all of the Company's Shares, and
AlliedSignal and PMA may not vote the Shares they propose to buy. The First
Amended Complaint seeks: (i) declaratory relief declaring that the Shareholders
Rights Proposal and the Nominee Election Proposals set forth in the consent
solicitation are contrary to Pennsylvania law; (ii) injunctive relief
prohibiting AlliedSignal from (a) soliciting consents, (b) pursuing the Amended
Initial Offer unless full compliance with Federal securities laws, including
full and accurate disclosure, is made, (c) soliciting consents unless full and
accurate disclosure is made, and (d) voting any of the Shares unless all
requirements of the Control Share Acquisition Statute have been satisfied; (iii)
compensatory damages for all injuries suffered by the Company; and (iv) costs
and disbursements, including attorneys' fees.

AlliedSignal and PMA believe there is no merit to the Company's allegations
and intend to vigorously defend against this lawsuit.

<PAGE>

On September 23, 1998 the Company filed a cross-motion for summary judgment
seeking dismissal of AlliedSignal's claims regarding the invalidity of the
Shareholder Rights Proposal Nullification Provision.

On September 25, 1998, AlliedSignal filed a motion to file its Third
Amended Complaint in the AlliedSignal Action in which, in addition to the relief
sought in the Amended Complaint and the Second Amended Complaint, it sought
declaratory and injunctive relief declaring that the record date for this
consent solicitation, including the Shareholder Rights Proposal, is October 15,
1998.

The Court heard arguments on the Company's and AlliedSignal's motions on
September 28, 1998. The Court denied AlliedSignal's request to fix October 15,
1998 as the record date for the Shareholder Rights Proposal. The Court has not
yet issued a decision on the other matters heard by the Court.

ALLIEDSIGNAL INC.
PMA ACQUISITION CORPORATION

<PAGE>

<PAGE>
If you have any questions or require any assistance in executing or
delivering your consent, please call:

MORROW & CO., INC.

445 Park Avenue
5th Floor
New York, New York 10022
Toll Free (800) 566-9061
Call Collect (212) 754-8000

Banks and Brokerage Firms Please Call:
(800) 662-5200

Dated: October , 1998

<PAGE>

<PAGE>
ANNEX I
SHARE OWNERSHIP OF THE COMPANY'S DIRECTORS AND OFFICERS

The information set forth under the captions 'SECURITY OWNERSHIP OF
DIRECTORS' and 'SECURITY OWNERSHIP OF EXECUTIVE OFFICERS' is excerpted from the
Consent Revocation Statement. Although AlliedSignal does not have any knowledge
that would indicate that any information contained in such excerpt is
inaccurate or incomplete, AlliedSignal does not take any responsibility for the
accuracy or completeness of such information.

SECURITY OWNERSHIP OF DIRECTORS

The following table sets forth, as of September 15, 1998, the number of
shares of Common Stock beneficially owned by each of the Company's directors.

<TABLE>
<CAPTION>
TOTAL BENEFICIAL
AMOUNT OF AMOUNT OF PHANTOM AND
NAME OF BENEFICIAL OWNERSHIP OWNERSHIP PHANTOM OWNERSHIP
BENEFICIAL OWNER (SHARES) (1)(2) (SHARES) (3) (SHARES)
- ----------------------------------------- -------------------- ----------------- -----------------

<S> <C> <C> <C>
Ralph D. DeNunzio........................ 10,000 3,192 13,192
Barbara Hackman Franklin................. 7,410 1,892 9,302
Joseph M. Hixon III...................... 1,651,114(5) 8,305 1,659,419
William J. Hudson, Jr.................... 409,138(8)(9) 35,957(4) 445,095
Joseph Magliochetti...................... 4,000 2,183 6,183
Harold A. McInnes........................ 42,689 0 42,689
Jerome J. Meyer.......................... 7,300 3,160 10,460
John C. Morley........................... 9,400 6,969 16,369
Robert Ripp.............................. 170,645(6)(8)(9) 16,314(4) 186,959
Paul G. Schloemer........................ 10,000(7) 0 10,000
Takeo Shiina............................. 8,120 2,811 10,931
</TABLE>

- ------------

(1) Each director owns less than 1% of the Company's outstanding Common Stock.

(2) Unless otherwise indicated, each director possesses sole voting and
dispositive power (beneficial ownership) with respect to the shares set
forth opposite his or her name. Numbers shown in this column include
options the director has the right to acquire as beneficial owner within
sixty days after September 15, 1998.

(3) Numbers shown in this column include phantom shares: (i) credited to
outside directors under the Outside Directors Deferred Stock Accumulation
Plan; and (ii) credited to outside and non-employee directors for
compensation deferred at the election of the director as described on page
of the Consent Revocation Statement.

(4) Designated executive officers of the Company may defer up to 50% of their
base salary and all officers are entitled to defer receipt of all or a
portion of their annual cash bonus. Deferred compensation may be allocated
to a phantom Company Common Stock account under the Company's Deferred
Compensation Plan as described in footnote 1 to the Summary Compensation
Table on page of the Consent Revocation Statement. Such phantom shares
are reported in this number. This number also includes phantom shares of
Common Stock credited to the designated executive officer in an amount
equal to the dividend earned on Performance Restricted Shares, as described
in footnote 3 to the Summary Compensation Table on page and footnote 3 to
the Security Ownership of Executive Officers Table on page of the Consent
Revocation Statement.

(5) Mr. Hixon holds 15,791 and 120,000 of these shares in two limited
partnerships and shares voting and dispositive powers. In addition to the
beneficial ownership shown in the table, Mr. Hixon has a 2% residual
beneficial interest but no voting or dispositive powers in a trust that
holds 7,392 shares of Common Stock of the Company.

(footnotes continued on next page)

A-I-1

<PAGE>

<PAGE>
(footnotes continued from previous page)

(6) In connection with the assumption of his new positions with the Company,
Mr. Ripp was granted (i) options under the 1993 Long-Term Equity Incentive
Plan to purchase 60,000 shares of Common Stock at an exercise price equal
to $44.85 per share, which options will vest 100% after three years, and
(ii) a restricted stock award of 25,000 shares of Common Stock, vesting on
August 1, 2006 (Mr. Ripp's normal retirement date) or at his earlier death,
disability or mutually agreed upon termination of employment. The
restricted stock award made to Mr. Ripp provided that (A) upon the
occurrence of a Change of Control a cash payment would be made for any then
outstanding restricted shares on the date such shares would otherwise have
vested (i.e., on Mr. Ripp's normal retirement date or at his earlier death,
disability or mutually agreed upon termination of employment); provided,
that if this cashout provision would adversely affect the Company's ability
to consummate a transaction which is to be accounted for as a pooling of
interests, the restricted shares would not be cashed out, but rather the
shares would be cancelled and the appropriate number of unrestricted shares
would be delivered on the otherwise applicable vesting date, and (B) such
restricted stock award would be subject to the terms of Mr. Ripp's
Executive Severance Agreement.

(7) Mr. Schloemer holds 1,400 of these shares of Common Stock of the Company in
a family trust of which he is co-trustee with his wife and shares voting
and dispositive powers.

(8) A portion of the shares reported for Messrs. Hudson and Ripp are
Performance Restricted Shares granted under the Company's 1993 LongTerm
Equity Incentive Plan. Further, a portion of the shares reported for
Messrs. Hudson and Ripp are held in the Company's Employee Savings and
Thrift Plan.

(9) Under the Company's former Bonus Plan (Stock Plus Cash), at August 20,
1998, Mr. Hudson also had 6,668 Stock Bonus Units. Under the current 1993
Long-Term Equity Incentive Plan, Mr. Hudson has 419,500 Stock Options,
including 61,800 Stock Options transferred to a family limited partnership
for the benefit of Mr. Hudson's immediate family; Mr. Ripp has 208,400
Stock Options. Vesting of Stock Options will accelerate upon a change of
control.

A-I-2

<PAGE>

<PAGE>
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS

The following table sets forth, as of September 15, 1998, the number of
shares of Common Stock beneficially owned by each of the Company's executive
officers.

<TABLE>
<CAPTION>
TOTAL
AMOUNT OF BENEFICIAL
AMOUNTS AND NATURE BENEFICIAL PHANTOM AND PHANTOM
NAME AND ADDRESS OF OF BENEFICIAL OWNERSHIP AS A OWNERSHIP OWNERSHIP
BENEFICIAL OWNER OWNERSHIP (SHARES) PERCENT OF CLASS (SHARES)(2) (SHARES)
- ----------------------------------------- ------------------ ---------------- --------- -----------
<S> <C> <C> <C> <C>
William J. Hudson, Jr. .................. 409,138(1)(3) less than 1 35,957 445,095
Harrisburg, Pennsylvania
James E. Marley ......................... 315,100(4) less than 1 26,453 341,553
Harrisburg, Pennsylvania
Robert Ripp ............................. 170,645(3) less than 1 16,314 186,959
Harrisburg, Pennsylvania
Juergen W. Gromer ....................... 70,454(3) less than 1 226 70,680
Langen, Germany
John E. Gurski .......................... 116,198(3) less than 1 12,826 129,024
Harrisburg, Pennsylvania
All Executive Officers (16 persons) and
Directors as a Group................... 2,893,373(1)(3)(4) 1.32 129,379 3,022,752
</TABLE>

- ------------

(1) A portion of the shares reported for 16 executive officers are held in the
Company's Employee Savings and Thrift Plan. Through further contributions
to this plan, all 16 executive officers may acquire an undeterminable
number of additional shares within 60 days after September 15, 1998.

(2) Numbers in this column include phantom shares credited to executive
officers under a deferred compensation plan and/or in association with
dividend reinvestment of Performance Restricted Shares issued to designated
officers. Pursuant to the deferred compensation plan, designated executive
officers may defer receipt of up to 50% of their annual base salary and all
officers of the Company may defer receipt of all or a portion of their
annual cash bonus. Deferred compensation may be allocated to a phantom
Company Common Stock account, as described in footnote 1 to the Summary
Compensation Table on page of the Consent Revocation Statement. Dividends
earned on Performance Restricted Shares are credited to the executive
officer's account and are deemed to be invested in phantom shares of Common
Stock. These phantom shares vest only when, and to the extent the
associated Performance Restricted Shares vest, as described in footnote 3
to the Summary Compensation Table on page of the Consent Revocation
Statement.

(3) In addition, a total of 8,631 shares are held by immediate family members
of three executive officers, either directly or in a custodial account over
which the executive officer has voting and dispositive powers; the
executive officers disclaim beneficial ownership. Additionally, a director
has a 2% residual beneficial interest, but no voting or dispositive powers
in a trust that holds 7,392 shares of Common Stock of the Company. Of the
beneficial ownership reported in this number, 15,791 and 120,000 shares are
held by a director in two limited partnerships over which he shares voting
and dispositive powers, and another director holds 1,400 shares in a family
trust of which he is co-trustee with his wife and shares voting and
dispositive powers. Also, eight directors hold a total of 80,000 options,
some of which are exercisable within 60 days after September 15, 1998 and
are reported in this number, and sixteen executive officers hold a total of
1,607,745 options, some of which are exercisable within 60 days after
September 15, 1998 and are reported in this number. Vesting of stock
options will accelerate upon a change in control. The number includes
27,602 Stock Bonus Units granted to the executives, of which 1,878 Stock
Bonus Units will convert within 60 days after September 15, 1998. Of the
total number of options held by executive officers and described above,
419,500 are held by Mr. Hudson, of which 61,800 have been transferred to a
family limited partnership.

(4) Shares owned by all executive officers and directors as a group do not
include shares owned by Mr. Marley, who retired as an executive officer and
director on August 20, 1998. Members of the immediate family of Mr. Marley
own 215 shares of Common Stock of the Company; Mr. Marley disclaims
beneficial ownership of this stock. Additionally, 506 shares of Common
Stock of the Company are owned by a member of the immediate family of Mr.
Marley in a custodial account over which Mr. Marley has voting and
dispositive powers; Mr. Marley disclaims beneficial ownership of this
stock.

A-I-3

<PAGE>

<PAGE>
ANNEX II
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF ALLIEDSIGNAL AND PMA WHO ARE NOT NOMINEES AND CERTAIN
EMPLOYEES AND OTHER REPRESENTATIVES OF ALLIEDSIGNAL AND PMA

The following table sets forth the name and the present principal
occupation or employment, and the name and principal business address of any
corporation or other organization in which such employment is carried on, of (1)
each employee of AlliedSignal and PMA who is not a Nominee and (2) each
representative of AlliedSignal and PMA who may assist Morrow in soliciting
consents from shareholders of the Company. Information regarding Nominees is set
forth in 'THE NOMINEE ELECTION PROPOSALS' in this Consent Statement. Unless
otherwise indicated, each person listed below is employed by AlliedSignal and
the principal business address of each person listed below is 101 Columbia Road,
P.O. Box 4000, Morristown, NJ 07962-2497.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AND PRINCIPAL BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
- ---------------------------------------- ------------------------------------------------------------------------

<S> <C>
Robert J. Buckley Manager, Investor Relations
Terrance L. Carlson Deputy General Counsel -- Corporate and Finance
G. Peter D'Aloia Vice President, Planning and Development
Robert F. Friel Vice President and Treasurer
John W. Gamble, Jr. Assistant Treasurer
James V. Gelly Vice President, Finance, Aerospace Marketing, Sales & Service
1944 East Sky Harbor Circle
Phoenix, AZ 85034
Steven J. Golub Managing Director, Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Mark E. Greenberg Vice President, Communications
Peter Gross Vice President, Goldman, Sachs & Co.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Robert S. Harrison Managing Director, Goldman, Sachs & Co.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Yasushi Hatakeyama Director, Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Peter Labbat Vice President, Goldman, Sachs & Co.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Mark T. McMaster Managing Director, Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Wayne L. Moore Managing Director, Goldman, Sachs & Co.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Mary Elizabeth Pratt Assistant General Counsel -- Corporate and Finance
John L. Stauch Director, Investor Relations
</TABLE>

A-II-1

<PAGE>

<PAGE>
ANNEX III
SHARES HELD BY PMA, ALLIEDSIGNAL, THEIR
DIRECTORS AND EXECUTIVE OFFICERS, CERTAIN EMPLOYEES AND
OTHER REPRESENTATIVES OF PMA AND ALLIEDSIGNAL AND THE NOMINEES
AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND THE COMPANY

On July 31, 1998, a subsidiary of AlliedSignal purchased 100 shares of
Company Common Stock for $29.6875 per share. Such shares were subsequently
transferred to AlliedSignal. No part of the purchase price or market value of
any of such shares was represented by funds borrowed or otherwise obtained for
the purpose of acquiring or holding such shares. PMA and AlliedSignal disclaim
beneficial ownership of any shares of Company Common Stock owned by any pension
plan of AlliedSignal or any affiliate of AlliedSignal.

Both Lazard 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 business, each of Lazard and Goldman
Sachs may trade securities of the Company 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 has informed AlliedSignal that, as of August 6, 1998,
Lazard held a net long position of approximately 20,861 shares of Company Common
Stock, and Goldman Sachs has informed AlliedSignal that, as of August 7, 1998,
Goldman Sachs held a net long position of 800,000 shares of Company Common
Stock.

Except as disclosed in this Consent Statement, none of AlliedSignal, PMA,
their directors or executive officers, the Nominees or the employees or other
representatives of PMA or AlliedSignal named in Annex II, other than Mark E.
Greenberg who is the beneficial owner of 100 shares of Company Common Stock,
owns any securities of the Company or any parent or subsidiary of the Company,
beneficially or of record; has purchased or sold any such securities within the
past two years; or is or was within the past year a party to any contract,
arrangement or understanding with any person with respect to such securities.
Except as disclosed in this Consent Statement, to the best knowledge of PMA,
AlliedSignal, their directors or executive officers, the Nominees and the
employees and other representatives of PMA or AlliedSignal named in Annex II,
none of their associates beneficially owns, directly or indirectly, any
securities of the Company or any parent or subsidiary of the Company.

Except as disclosed in this Consent Statement, none of PMA, AlliedSignal,
their directors or executive officers, the Nominees, the employees or other
representatives of PMA or AlliedSignal named in Annex II, or, to their best
knowledge, their associates has any arrangement or understanding with any person
(1) with respect to any future employment by the Company or its affiliates or
(2) with respect to future transactions to which the Company or any of its
affiliates will or may be a party, nor any material interest, direct or
indirect, in any transaction that has occurred since January 1, 1997, or any
currently proposed transaction, or series of similar transactions, which the
Company or any of its affiliates was or is to be a party and in which the amount
involved exceeds $60,000. Certain Nominees, directors and executive officers of
AlliedSignal or PMA and/or their respective associates may also be directors or
officers of other companies and organizations that have engaged in transactions
with the Company or its subsidiaries in the ordinary course of business since
January 1, 1997, but AlliedSignal and PMA believe that the interest of such
persons in such transactions is not material.

A-III-1

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ANNEX IV
FORM OF PROPOSED AMENDMENTS TO THE COMPANY BY-LAWS

1. PROPOSED AMENDMENT TO SECTION 2.2 OF ARTICLE II

Section 2.2 of Article II of the Company By-laws is amended, in its
entirety, to read as follows:

'The number of directors of the Corporation shall be twenty-eight.
This Section 2.2 may be repealed or amended only with the affirmative vote
of holders of a majority of the shares of the Corporation entitled to vote
thereon.'

2. PROPOSED AMENDMENT TO SECTION 2.4 OF ARTICLE II

Section 2.4 of Article II of the Company By-laws is amended by replacing
the first sentence thereof with the following:

'Vacancies in the Board, however caused, may be filled by the
affirmative vote of a majority of the remaining directors even though less
than a quorum of the Board, or by the sole remaining director, provided,
however, that any vacancies in the Board created by an amendment by
shareholders of these By-laws shall be filled only by the affirmative vote
of holders of a majority of the shares of the Corporation entitled to vote
thereon. The preceding sentence may be repealed or amended only with the
affirmative vote of holders of a majority of the shares of the Corporation
entitled to vote thereon.'

3. PROPOSED AMENDMENT TO SECTION 1.7.2 OF ARTICLE 1

Section 1.7.2 of Article 1 is amended by adding the following sentence
after the last sentence thereof:

'Notwithstanding anything contained in any other provision of these
By-laws, any shareholder seeking to nominate candidates for election to the
Board pursuant to shareholder action by written consent need not comply
with any advance notification provisions contained in these By-laws,
including, without limitation, Section 1.5.3 hereof. The preceding sentence
may be repealed or amended only with the affirmative vote of holders of a
majority of the shares of the Corporation entitled to vote thereon.'

A-IV-1

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APPENDIX 1

[BLUE CONSENT CARD] [FORM OF CONSENT CARD]

PRELIMINARY COPY -- SUBJECT TO COMPLETION
SOLICITATION ON BEHALF OF ALLIEDSIGNAL INC.
AND PMA ACQUISITION CORPORATION

Unless otherwise indicated below, the undersigned, a shareholder of record
of AMP Incorporated (the 'Company') as of the close of business on October 15,
1998 (the 'Record Date'), hereby consents, pursuant to Sections 1766 and 2524 of
the Pennsylvania Business Corporation Law and Article IX of the Company's
articles of incorporation with respect to all shares of common stock without par
value of the Company (the 'Company Common Stock') held by the undersigned, to
the taking of the actions set forth on the reverse hereof without a meeting of
the shareholders of the Company:

INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE
ELECTION OF ALL PERSONS NAMED IN NOMINEE ELECTION PROPOSAL 4, CHECK THE
APPROPRIATE BOX BELOW. IF YOU WISH TO CONSENT TO THE ELECTION OF CERTAIN OF
THE PERSONS NAMED IN NOMINEE ELECTION PROPOSAL 4, BUT NOT ALL OF THEM,
CHECK THE "CONSENT" BOX BELOW AND WRITE THE NAME OF EACH SUCH PERSON YOU DO
NOT WISH ELECTED IN THE SPACE PROVIDED UNDER NOMINEE ELECTION
PROPOSAL 4:

NOMINEE ELECTION PROPOSALS

1. Amend Section 2.2 of Article II of the Company By-laws, in its entirety, to
fix the number of directors of the Company at twenty-eight.