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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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AMP Incorporated
(Name of Subject Company)
PMA Acquisition Corporation
a wholly owned subsidiary of
AlliedSignal Inc.
(Bidder)
Common Stock, Without Par Value
(including the associated Common Stock Purchase Rights)
(Title of Class of Securities)
031897101
(CUSIP Number of Class of Securities)
Peter M. Kreindler, Esq.
AlliedSignal Inc.
101 Columbia Road
Morristown, New Jersey 07692
(973) 455-5513
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(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidders)
Copies to:
Arthur Fleischer, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004 - 1980
(212) 859-8120
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The Schedule 14D-1 filed by PMA Acquisition Corporation, a Delaware
corporation, a wholly owned subsidiary of AlliedSignal Inc., a Delaware
corporation, in connection with its pending tender offer for all
outstanding shares of common stock, without par value, of AMP Incorporated,
a Pennsylvania corporation, is hereby amended as follows:
Item 10. Additional Information.
(a)(15) Letter, dated August 11, 1998, from William J. Hudson, Chief
Executive Officer and President of AMP Incorporated, to Lawrence A.
Bossidy, Chairman and Chief Executive Officer of AlliedSignal Inc.
(a)(16) Letter, dated August 11, 1998, from Peter M. Kreindler, Senior
Vice President, General Counsel and Secretary of AlliedSignal Inc. to
David F. Henschel, Corporate Secretary and Associate General Legal
Counsel of AMP Incorporated.
(a)(17) Letter, dated August 11, 1998, from Cede & Co. c/o The Depository
Trust Company to David F. Henschel, Corporate Secretary and Associate
General Legal Counsel of AMP Incorporated.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: August 12, 1998
PMA ACQUISITION CORPORATION.
By:/s/ Peter M. Kreindler
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Name: Peter M. Kreindler
Title: Vice President, Secretary
and Director
ALLIEDSIGNAL INC.
By:/s/ Peter M. Kreindler
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Name: Peter M. Kreindler
Title: Senior Vice President,
General Counsel
and Secretary
EXHIBIT 1
[AMP Incorporated Letterhead]
August 11, 1998
Mr. Lawrence A. Bossidy Via Facsimile
Chairman and Chief Executive Officer [fax number omitted]
AlliedSignal, Inc.
P.O. Box 3000
Morristown, NJ 07962
Dear Larry:
I received your letter yesterday afternoon and am writing to let you know
that I will pass on to the AMP Board of Directors your request for a
meeting to discuss AlliedSignal's proposal. The AMP Board will be meeting
in the near future to review the offer recently commenced by AlliedSignal.
However, until the Board has an opportunity to consider the offer, as well
as your request for a meeting, I believe that a meeting between us would be
premature. If after considering the offer, the Board believes that a
meeting would be appropriate, I will be in touch with you promptly
following such a decision.
I would appreciate your understanding on this matter.
Sincerely,
/s/ Bill
William J. Hudson,
Chief Executive Officer
and President
EXHIBIT 2
[AlliedSignal Inc. Letterhead]
August 11, 1998
AMP Incorporated
470 Friendship Road
Harrisburg, PA 17111
Attention: David F. Henschel, Corporate Secretary
and Associate General Legal Counsel
Dear Mr. Henschel:
As you know, PMA Acquisition Corporation, a wholly owned
subsidiary of AlliedSignal Inc., commenced a tender offer to acquire all of
the outstanding shares of the Common Stock of AMP Incorporated at $44.50
per share. We have also indicated that, if AMP does not respond favorably
to our proposal, we intend to commence a solicitation for the following
purposes:
(i) to amend Section 2.2 of Article II of the Company By-laws to
fix the number of directors of the Company at twenty-eight; (ii)
to amend Section 2.4 of Article II of the Company By-laws to
permit the Company's shareholders to fill vacancies on the
Company's Board of Directors (the "Company Board"); (iii) to
amend Section 1.54.3 of Article II of the Company By-laws to
clarify that nominations of directors for election by written
consent of shareholders are not subject to the advance
notification provisions of the Company By-laws; (iv) to 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; and (v) to
repeal each provision of the Company By-laws or amendment(s)
thereto adopted subsequent to July 22, 1998 and prior to the
effectiveness of the foregoing amendments and the seating of a
sufficient number of Nominees to constitute a majority of the
Company Board.
AlliedSignal is the beneficial holder of 100 shares of AMP.
Enclosed is the request of Cede & Co., the record holder of those shares,
requesting the Board of Directors of AMP to fix a record date as provided
in Article I, Section 1.7.2 of the By-laws of AMP. It is our request that
the record date be set for August 31, 1998 which will provide time for AMP
to comply with NYSE rules respecting the record date and at the same time
give the market sufficient notice of this event. As required by the By-laws
of AMP, we would expect that the record date would be set within 10
calendar days from this date.
If you have any questions, please call the undersigned at
[telephone number omitted].
Very truly yours,
By: /s/ Peter M. Kreindler
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Peter M. Kreindler, Esq.
Senior Vice President, General
Counsel and Secretary
EXHIBIT 3
[Cede & Co. Letterhead]
August 11, 1998
VIA FACSIMILE AND HAND DELIVERY
AMP Incorporated
470 Friendship Road
Harrisburg, PA 17111
Attention: David F. Henschel, Corporate Secretary
and Associate General Legal Counsel
Dear Mr. Henschel:
Cede & Co. ("Cede"), the nominee of The Depository Trust
Company ("DTC"), is a holder of record of shares of common stock, without
par value, of AMP Incorporated, a Pennsylvania corporation (the "Company").
DTC is informed by its participant, The Chase Manhattan Bank (the
"Participant"), that on the date hereof 100 of such shares (the "Shares")
credited to Participant's DTC account are beneficially owned by
AlliedSignal Inc., a Delaware corporation ("AlliedSignal"), a customer of
Participant.
At the request of Participant, on behalf of AlliedSignal and
pursuant to Article 1, Section 1.7.2 of the Company's By-laws, Cede, as
holder of record of the Shares, hereby requests that the Board of Directors
of the Company fix, within ten (10) days of receipt of this notice, Monday,
August 31, 1998, as the record date for determining shareholders entitled
to consent to corporate action in writing without a meeting.
While Cede is furnishing this request as the shareholder of record
of the Shares, it does so only at the request of the Participant, and only
as a nominal party for the true party in interest, AlliedSignal. Cede and
Participant have no interest in this matter other than to take those steps
which are necessary to ensure that AlliedSignal is not denied its rights as
the beneficial owner of the Shares, and Cede and Participant assume no
further responsibility in this matter.
Further correspondence on this matter should be directed to Peter
Kreindler, Esq., Senior Vice President, General Counsel and Secretary,
AlliedSignal Inc., 101 Columbia Road, Morristown, NJ 07962, with a copy
directed to the attention of Robert DeGregorie, Esq., The Chase Manhattan
Bank, 270 Park Avenue, 41st Floor, New York, NY 10017. Please acknowledge
receipt of this letter by signing the enclosed copy of this letter in the
place indicated below and returning it to the waiting messenger.
Very truly yours,
CEDE & CO.
By:/s/ Gary LaCara
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Gary LaCara, Partner
Receipt is hereby acknowledged this ___ day of August, 1998.
AMP INCORPORATED
By:
Title:
