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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
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AMP INCORPORATED
(NAME OF ISSUER)
AMP INCORPORATED
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
031897-10-1
(CUSIP NUMBER OF CLASS OF SECURITIES)
DAVID F. HENSCHEL
CORPORATE SECRETARY
AMP INCORPORATED
P.O. BOX 3608
HARRISBURG, PENNSYLVANIA 17105-3608
(717) 564-0100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
PETER ALLAN ATKINS
DAVID J. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-3897
(212) 735-3000
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OCTOBER 9, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated October 9, 1998, as amended (the
''Schedule 13E-4"), filed by AMP Incorporated, a Pennsylvania corporation
(the ''Company''), in connection with AMP's offer to purchase up to
30,000,000 shares of its common stock, without par value (the ''Shares''),
including the associated common stock purchase rights (the ''Rights''), at
a price of $55 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated
October 9, 1998 (the ''Offer to Purchase'') and the related Letter of
Transmittal (which, as amended from time to time, together constitute the
''Offer''). Copies of the Offer to Purchase and the Letter of Transmittal
are filed with the Securities and Exchange Commission as Exhibits (a)(1)
and (a)(2), respectively, to the Schedule 13E-4.
Unless otherwise indicated, all defined terms used herein shall have
the same meaning as those set forth in the Offer to Purchase.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER.
Item 3 paragraphs (a)-(j) is hereby amended by supplementing the
description set forth in ''Section 7. Background and Purpose of the Offer;
Certain Effects of the Offer'' of the Offer to Purchase, which is
incorporated herein by reference, by adding the following paragraph at the
end of the text set forth in such section under the caption entitled
"Litigation":
On November 2, 1998, the United States Court of Appeals for the Third
Circuit issued an order denying AlliedSignal's motion to stay the District
Court's injunction. A copy of the order issued by the Court of Appeals is
filed as Exhibit (c)(20) hereto and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item Description
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(c)(19) Court Order, entered October 21, 1998 in the United States
District Court for the Eastern District of Pennsylvania in AMP
Incorporated v. AlliedSignal Inc., et al. (Civil Action No.
98-CV-4405) and AlliedSignal v. AMP Incorporated (Civil Action
No. 98-CV-4058).
(c)(20) Court Order, entered November 2, 1998 in the United States Court
of Appeals for the Third Circuit in AMP Incorporated v.
AlliedSignal Inc., et al. (Civil Action No. 98-CV-4405) and
AlliedSignal v. AMP Incorporated (Civil Action No. 98-CV-4058).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
AMP Incorporated
By: /s/ Robert Ripp
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Name: Robert Ripp
Title: Chairman and
Chief Executive Officer
Dated: November 3, 1998
INDEX TO EXHIBITS
Item Description
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(c)(19) Court Order, entered October 21, 1998 in the United States
District Court for the Eastern District of Pennsylvania in AMP
Incorporated v. AlliedSignal Inc., et al. (Civil Action No.
98-CV-4405) and AlliedSignal v. AMP Incorporated (Civil Action
No. 98-CV-4058).
(c)(20) Court Order, entered November 2, 1998 in the United States Court
of Appeals for the Third Circuit in AMP Incorporated v.
AlliedSignal Inc., et al. (Civil Action No. 98-CV- 4405) and
AlliedSignal v. AMP Incorporated (Civil Action No. 98-CV-4058).
Exhibit (c)(19)
UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
- - - - - - - - - - - - - - - - - - x
ALLIEDSIGNAL INC.,
:
Plaintiff,
:
v. C.A. No. 98-CV-4058 (JTG)
:
AMP INCORPORATED,
:
Defendant.
- - - - - - - - - - - - - - - - - - x
- - - - - - - - - - - - - - - - - - x
AMP INCORPORATED
:
Plaintiff,
:
v. C.A. No. 98-CV-4405 (JTG)
:
ALLIEDSIGNAL INC.,
:
and
:
PMA ACQUISITION CORPORATION
:
Defendants.
- - - - - - - - - - - - - - - - - - x
ORDER
AND NOW, on this 21st day of October, 1998, upon consideration
of the Motion of AMP Incorporated for an Order Determining the Status of
the Court's October 8, 1998 Order in the Case of AMP Incorporated v.
AlliedSignal Inc. et al. Enjoining the Consent Solicitation, it is hereby
ORDERED AND DECREED that AlliedSignal's consent solicitation continues to
be and is enjoined until such time as the Court, on a proper record, has
determined whether AlliedSignal has complied with the October 8, 1998 Order
and has made such further order as may be appropriate.
/s/ James T. Giles
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JAMES T. GILES
United States District Judge
Exhibit (c)(20)
UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT
October 22, 1998
Nos. 98-1881 and 98-1882 E-11-E
98-1881
ALLIEDSIGNAL INC., Appellant
v.
AMP INCORPORATED
(E.D. PA. No. 98-CV-04088) (JTG)
98-1882
AMP INCORPORATED
v.
ALLIEDSIGNAL CORPORATION;
PMA ACQUISITION CORPORATION
AlliedSignal Inc., and PMA Acquisition Corporation, Appellants
(E.D. PA. No. 98-CV-98-CV-04405) (JTG)
PRESENT: NYGAARD AND LEWIS, Circuit Judges.
1. Emergency Motion by Appellants for a Stay of Injunction
Pending Expedited Appeal, or in the Alternative, for an
Emergency Hearing On a Limited Merits Issue with Appendix in
Support.
2. Response by Appellee AMP Inc. with Appendix in Support.
3. Reply to Response (not filed unless court directs)
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Debra Ruh 597-3144
Case Manager
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The foregoing motion is denied.
By the Court,
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Circuit Judge
Dated: November 2, 1998
