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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 19 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 up to
40,000,000 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.
(a)(43) Press Release issued by Parent on September 18, 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: September 18, 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 (a)(43)
Contact: Mark Greenberg
(973) 455-5445
ALLIEDSIGNAL REMAINS COMMITTED TO ACQUIRING AMP;
WILL AMEND PARTIAL TENDER OFFER
FROM 40 MILLION TO 20 MILLION SHARES;
WILL MOUNT LEGAL CHALLENGE TO AMP BOARD'S
LATEST OUTBURST OF HOSTILITY TOWARD AMP OWNERS
MORRIS TOWNSHIP, New Jersey, September 18, 1998 - AlliedSignal Inc.
[NYSE: ALD] announced today that, despite the latest series of actions by
the board of directors of AMP Incorporated [NYSE: AMP] to thwart the right
of AMP owners to decide for themselves whether to accept AlliedSignal's
$44.50 cash offer, AlliedSignal remains committed to pursuing a combination
between AMP and AlliedSignal.
AMP announced today that it has lowered the threshold for the
activation of its poison pill from 20% to 10%, prohibiting AlliedSignal
from acquiring more than 9% of AMP. AMP also announced today that it has
yet again changed its poison pill to make it nonredeemable and nonamendable
if AMP shareowners vote in favor of AlliedSignal's consent solicitation to
remove the AMP board's authority with respect to the poison pill.
In response to AMP's lowering the poison pill threshold, AlliedSignal
said it would go forward with an amended $44.50 cash offer to purchase up
to 20 million shares, or
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approximately 9% of AMP's outstanding shares, instead of 40 million shares.
The newly amended offer will expire at midnight New York City time on
October 2, 1998.
AlliedSignal also said it will amend its complaint now before the U.S.
District Court for the Eastern District of Pennsylvania to challenge the
AMP actions announced today. A hearing on the complaint and AMP's
countermove is scheduled for September 28.
"The intent of today's desperate maneuver by AMP is to take $900
million away from AMP shareowners, the difference between the $1.8 billion
we would have paid for 40 million shares and the $900 million we will pay
for 20 million shares," said Lawrence A. Bossidy, Chairman and Chief
Executive Officer of AlliedSignal. "AMP's board also seeks to strip
shareowners of a key right they enjoy under Pennsylvania law and AMP's own
charter to limit the powers of directors.
"We find it incredible that AMP has now acted three times to change
the rules in mid-stream in order to defeat the will of shareowners as
expressed in the landslide 72% victory of our original offer," said
Bossidy. "First, the AMP directors amended the poison pill with the
objective of depriving shareowners of their right to change the composition
of the board. Now they seek to deprive the shareowners of their right to
limit the powers of the entrenched board.
"We're convinced it is unlawful in the course of a proxy contest to
repeatedly make up new rules in order to deprive shareowners of their
fundamental voting rights," said Bossidy.
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"These actions demonstrate unprecedented disregard by AMP's directors
for the shareowners who elected them and who voted overwhelmingly in favor
of AlliedSignal's tender offer," said Bossidy. "That vote demonstrated that
our offer, while unsolicited, is friendly to AMP shareowners. The hostile
actions are not AlliedSignal's but rather AMP directors' efforts to
obstruct our offer by obliterating shareowner rights.
"Upon being confronted with a landslide 72% vote against them, the AMP
directors' response is to further disenfranchise the shareowners by seeking
to nullify all legal means of redress available to AMP shareowners under
AMP's own charter and by-laws and under Pennsylvania law," said Bossidy.
"We continue to believe that shareowners are entitled to make the
decision for themselves whether to accept our offer, and we will fight for
that right through all available means," said Bossidy.
AlliedSignal urged AMP shareowners to communicate their outrage
directly to AMP's board members, to tender their shares so as to receive
$44.50 cash for a portion of their holdings and to vote for AlliedSignal's
proposals in the forthcoming consent solicitation.
AlliedSignal is an advanced technology and manufacturing company
serving customers worldwide with aerospace and automotive products,
chemicals, fibers, plastics and advanced materials. The company employs
70,500 people worldwide. AlliedSignal is a
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component of the Dow Jones Industrial Average and Standard and Poor's 500
Index, and it is included in Fortune magazine's lists of the "Most Admired
Companies" and "100 Best Places to Work in America." Additional information
on the company is available on the World Wide Web at
http://www.alliedsignal.com/.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
AlliedSignal Inc. ("AlliedSignal"), PMA Acquisition Corporation
("Acquisition Subsidiary") and certain other persons named below may
solicit the consent of shareholders (a) to elect seventeen nominees (the
"Nominees") as directors of AMP Incorporated ("AMP") pursuant to a
shareholder action by written consent (the "Consent Solicitation") and (b)
in favor of the adoption of five proposals to amend the By-laws of AMP. The
participants in this solicitation may include the directors of AlliedSignal
(Hans W. Becherer, Lawrence A. Bossidy (Chairman of the Board and Chief
Executive Officer), Ann M. Fudge, Paul X. Kelley, Robert P. Luciano, Robert
B. Palmer, Russell E. Palmer, Frederic M. Poses (President and Chief
Operating Officer), Ivan G. Seidenberg, Andrew C. Sigler, John R. Stafford,
Thomas P. Stafford, Robert C. Winters and Henry T. Yang), each of whom is a
Nominee; and the following executive officers and employees of
AlliedSignal: Peter M. Kreindler (Senior Vice President, General Counsel
and Secretary), Donald J. Redlinger (Senior Vice President - Human
Resources and Communications), and Richard F. Wallman (Senior Vice
President and Chief Financial Officer), each of whom is a Nominee, and
Terrance L. Carlson (Deputy General Counsel), Robert F. Friel (Vice
President and Treasurer), John W. Gamble, Jr., (Assistant Treasurer), Mark
E. Greenberg (Vice President, Communications), John L. Stauch (Director,
Investor Relations), Robert J. Buckley (Manager, Investor Relations), G.
Peter D'Aloia (Vice President, Planning & Development) Mary Elizabeth Pratt
(Assistant General Counsel) and James V. Gelly (Vice President, Finance,
Aerospace Marketing, Sales & Service).
As of the date of this communication, AlliedSignal is the beneficial
owner of 100 shares of common stock of AMP. Mr. Greenberg is the beneficial
owner of 100 shares of common stock of AMP. Other than set forth herein, as
of the date of this communication, neither AlliedSignal, Acquisition
Subsidiary nor any of their respective directors, executive officers or
other representatives or employees of AlliedSignal, any Nominees or other
persons known to AlliedSignal who may solicit proxies has any security
holdings in AMP. AlliedSignal disclaims beneficial ownership of any
securities of AMP held by any pension plan or other employee benefits plan
of AlliedSignal or by any affiliate of AlliedSignal.
Although neither Lazard Freres & Co. LLC ("Lazard Freres") nor
Goldman, Sachs & Co. ("Goldman Sachs"), the financial advisors to
AlliedSignal, admits that it or any of its members, partners, directors,
officers, employees or affiliates is a "participant" as defined in Schedule
14A promulgated under the Securities Exchange Act of 1934 by the Securities
and Exchange Commission, or that Schedule 14A requires the disclosure of
certain information concerning Lazard Freres or Goldman Sachs, Steven J.
Golub and Mark T. McMaster (each a Managing Director) and Yasushi
Hatakeyama (a Director) of Lazard Freres, and Robert S. Harrison and Wayne
L. Moore (each a Managing Director) and Peter Gross and Peter Labbat (each
a Vice President) of Goldman Sachs, may assist AlliedSignal in the
solicitation of consents of shareholders. Both Lazard Freres and Goldman
Sachs engage in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual
clients. In the normal course of its business Lazard Freres and Goldman
Sachs may trade securities of AMP for its own account and the accounts of
its customers, and accordingly, may at any time hold a long or short
position in such securities. Lazard Freres has informed AlliedSignal that
as of August 6, 1998, Lazard Freres held a net long position of
approximately 20,861 shares of common stock of AMP, and Goldman Sachs has
informed AlliedSignal that as of August 7, 1998, Goldman Sachs held a net
long position of approximately 800,000 shares of common stock of AMP.
Except as disclosed above, to the knowledge of AlliedSignal, none of
AlliedSignal, the directors or executive officers of AlliedSignal, the
employees or other representatives of AlliedSignal or the Nominees named
above has any interest, direct or indirect, by security holdings or
otherwise, in AMP.
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9/18/98
