AMP INC
SC 14D1/A, 1998-09-02
ELECTRONIC CONNECTORS
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                            AMENDMENT NO. 11 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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<PAGE>


     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.

     Consummation  of the Offer is  conditioned  upon the  satisfaction  or
waiver of the HSR  Condition,  which  states  that any  applicable  waiting
period under the  Hart-Scott-Rodino  Act must expire or terminate  prior to
the  expiration of the Offer.  On August 29, 1998, the waiting period under
the  Hart-Scott-Rodino Act with respect to the Offer expired at 11:59 p.m.,
New York City time. Thus, the HSR Condition has been satisfied.


<PAGE>


                                 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 2, 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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