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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 7 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
----------------
(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 11. MATERIAL TO BE FILED AS EXHIBITS
(a) (23) Slide Show Presentation prepared by Parent.
<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: August 24, 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
Exhibit (a)(23)
TERMINALS & CONNECTORS INDUSTRY
SALES BY INDUSTRY SALES BY REGION
- ------------------------------------- --------------------------------------
[PIE GRAPH SHOWING SALES BY INDUSTRY] [PIE GRAPH SHOWING SALES BY REGION]
INDUSTRIAL & CONSUMER - 45% NORTH AMERICA - 38%
COMPUTER/PERIPHERALS - 25% ASIA - 30%
TELECOM - 15% EUROPE - 26%
AUTOMOTIVE - 15% ROW - 6%
$25B MARKET -- 9% 5 YEAR AVERAGE GROWTH RATE
- VALUE ADDED MARKET AN ADDITIONAL $25B - $30B
ATTRACTIVE MARKET, DIVERSE AND GLOBAL
<PAGE>
AMP'S SHARE OF T&C SALES
[BAR GRAPH SHOWING EACH COMPANY'S SHARE
OF TERMINAL AND CONNECTOR SALES]
AMP 20%
Molex 6%
Framatome 4%
Berg 3%
Thomas & Betts 3%
Amphenol 3%
3M 3%
+1200 Others 58%
LEADING GLOBAL POSITION IN FRAGMENTED MARKET
<PAGE>
WORLDWIDE T&C DEMAND
REGION OF THE WORLD 1998 SALES 2002 SALES CAGR
- ---------------------- --------------- ----------------- ---------------
N. America $9.5B $13B 8.5%
Europe $6.6B $8B 4.9%
Japan $4.6B $5B 4.0%
Asia/Pacific $2.6B $4B 9.1%
ROW $1.3B $2B 8.0%
- ---------------------- --------------- ----------------- ---------------
Total $25B $32B 6.8%
SOURCES OF GROWTH
* Telecommunications * Digital Television
* Internet * Medical Electronics
* PC's and Peripherals * Smart Homes & Appliances
* Automotive Electronics
MULTI-FACETED ELECTRONICS APPLICATIONS DRIVE GROWTH
<PAGE>
AMP OVERVIEW
SALES BY INDUSTRY SALES BY REGION BUSINESSES
----------------- --------------- ----------
[PIE GRAPH SHOWING [PIE GRAPH SHOWING Electrical Connection
SALES BY INDUSTRY] SALES BY REGION] Devices for the
Following Industries:
Consumer & Industrial $1.6B Americas 50% * Consumer & Industrial
Automotive $1.4B Europe 30% * Telecommunications
Telecom $1.4B Asia/Pacific 20% * Automotive
Personal Computer $1.0B * Personal Computers
1998 STATISTICS STRENGTHS
--------------- ---------
Sales $5.4B * Leading Market Position
Op. Margins ~9% * Global
EPS $1.50 * Diverse Markets
Market Cap ~6.5B * Strong Technical Capabilities
WORLD'S LEADING MANUFACTURER OF ELECTRICAL & ELECTRONIC CONNECTION DEVICES
<PAGE>
AMP PERFORMANCE
OPERATING MARGIN CAGR
- ---------------------------------------- --------------------------------------
[BAR GRAPH SHOWING SALES OF $3.1B, [BAR GRAPH SHOWING THE NUMBER OF
$5.2B, $5.2B & $5.4B FOR 1991, 1995 AND EMPLOYEES AND SALES PER EMPLOYEE IN
1998, RESPECTIVELY. LINE GRAPH SHOWING 1991 AND 1998.]
A 15.2% OPERATING MARGIN IN 1991 AS 1991 1998
COMPARED TO A 9.4% OPERATING MARGIN IN ---- ----
1998.] Number of
Employees 29,900 46,500
Sales per
Employee $117K $124K
[LINE GRAPH SHOWING A 1% CAGR FROM
1991 THROUGH 1998]
STRENGTHS EPS
- ---------------------------------------- --------------------------------------
* Market Position [LINE GRAPH SHOWING EPS of $1.22,
$1.38, $1.76, $1.76, $2.12, $1.89,
$2.13 AND $1.46 IN 1991, 1992,
* Technology Leader 1993, 1994, 1995, 1996, 1997 AND
1998 (EXPECTED), RESPECTIVELY]
* Global
* Breadth of Products &
Applications
STRENGTHS NOT LEVERAGED; ERRATIC EARNINGS
<PAGE>
COMPARATIVE RETURNS
RETURN ON INVESTMENT SINCE DECEMBER 1990
[LINE GRAPH COMPARING ALD'S COMPARATIVE RETURNS VERSUS THE COMPARATIVE
RETURNS OF THE S&P 500 AND AMP'S COMPARATIVE RETURNS FOR THE PERIOD FROM
DECEMBER 1990 THROUGH JUNE 1998. OVER THIS PERIOD, ALD'S COMPARATIVE RETURNS
HAVE INCREASED 668% WHILE THE COMPARATIVE RETURNS OF THE S&P 500 AND AMP HAVE
INCREASED 316% AND 91%, RESPECTIVELY.]
GROSS UNDERPERFORMANCE
<PAGE>
AMP'S FAILED PROJECTIONS
1993 1994 1996 1998
---- ---- ---- ----
VISION 2000 FORECASTS RESTRUCTURING RESTRUCTURING
SALES $10B 18-20% $195M FORECAST 17%
BY 2000 MARGINS CHARGE MARGIN FOR 2001
[LINE GRAPH SHOWING SALES OF $3.4B, $4.0B, $5.2B, $5.5B, $5.7B AND $5.4B AND
OPERATING MARGINS OF 15.2%, 16.1%, 14.7%, 12.1%, 12.9% AND 9.4%, BOTH IN
1993, 1994, 1995, 1996, 1997 AND 1998 (EXPECTED), RESPECTIVELY.]
NOT LIVING UP TO PROMISES
<PAGE>
AMP OPPORTUNITIES
PEER REVENUE COMPARISON PEER GROUP MARGINS
- ------------------------ ---------------------------
(1998 PROJECTED GROWTH AS 1994 1998 CHANGE
OF JULY, 1998) ---- ---- ------
AMP 16.1% 9.4% (6.7 pts)
Peer Avg. 12.1% 14.6% +2.5 pts
Amphenol 15.0% 17.0% +2.0 pts
Molex 16.3% 16.3% --
Thomas & Betts 9.4% 12.5% +3.1 pts
Berg 7.8% 12.6% +4.8 pts
[BAR GRAPH SHOWING A
COMPARISON OF AMP'S PROJECTED
1998 GROWTH, AS OF JULY, 1998,
WITH THOSE OF OTHER COMPANIES)
AMP -5.8%
Amphenol 3%
Berg 5%
Molex 6%
Thomas & Betts 8%
Peer Avg. 5.5%
UNDERPERFORMING ITS PEERS
<PAGE>
ALLIEDSIGNAL PERFORMANCE
[BAR GRAPH SHOWING SALES OF $11.8B, [BAR GRAPH SHOWING 105,800 AND $14.4B,
$15.3B FOR 1991, 1995 AND 77,000 EMPLOYEES IN 1991 AND 1998, 1998,
RESPECTIVELY. LINE GRAPH SHOWING RESPECTIVELY, AND SALES PER EMPLOYEE AN
OPERATING MARGIN OF 4.7% AS OF $117K AND $200K IN 1991 AND COMPARED TO 13%
IN 1991 AND 1998, 1998, RESPECTIVELY. LINE GRAPH SHOWING RESPECTIVELY.] A
7% CAGR FOR THE PERIOD FROM 1991 TO 1998.]
STRENGTHS
- ----------------------------------
[LINE GRAPH SHOWING EPS OF
* COST PRODUCTIVITY $0.93, $1.14, $1.32, $1.52, $1.76, $2.02
* SIX SIGMA AND $2.33 IN 1991, 1992, 1993, 1994,
* STRONG MANAGEMENT 1995, 1996, 1997 AND 1998
* DRIVEN CULTURE (EXPECTED), RESPECTIVELY, AND
* CONSISTENCY HIGHLIGHTING 26 QUARTERS OF 14% OR
MORE GROWTH OVERALL.]
SIGNIFICANT ACHIEVEMENTS, BUT JUST GETTING STARTED
<PAGE>
ALD'S OPERATING MARGIN EXPANSION
[HIGHLIGHTED TEXT SHOWING AN OPERATING MARGIN OF 4.7% IN 1991 AS COMPARED TO
AN OPERATING MARGIN OF 13% IN 1998]
[CAPABILITIES]
CULTURE PRODUCTIVITY QUALITY GROWTH
- -------------------------------------------------------------------------------
* Total Quality * Material * Six Sigma * Product
Excellence Deployment Commercialization
* Management * Operational * Customer * Customer
Upgrades Excellence Excellence Integration
* Process Focused * Technical * Supplier * Services
Excellence Development
* Disciplined * Portfolio
Metrics Migration
* Education &
Training
- ------------------------------------------------------------------------------
ALD'S ROADMAP CAN ALSO HELP AMP SUCCEED
<PAGE>
AGGRESSIVE SIX SIGMA DEPLOYMENT
[BAR GRAPH SHOWING 0, 1,420, 2,073 AND
4,000 GREEN/YELLOWBELTS AND 450, 765,
1,435 AND 2,000 BLACKBELTS IN 1995,
1996, 1997 AND 1998, RESPECTIVELY.]
BLACKBELTS GREEN/YELLOWBELTS RESULTS
- ---------- ----------------- -------
* 6 MONTHS TRAINING * UP TO 1 MONTH * $2B SAVED SINCE `92
* FULL TIME * OPERATIONAL LEVEL * 1.8 SIGMA INCREASE
* MASTERS OF DEFECT * PROFICIENT IN TOOLS
ELIMINATION
MAJOR INVESTMENT IN TRAINING, HUGE RESULTS
<PAGE>
ALD BUSINESS TURNAROUNDS
AEROSPACE - APU'S
BUSINESS CONDITION
PRE-RESTRUCTURING FINANCIALS -- 1992 - 1998
- --------------------------------------- --------------------------------------
* TECHNICALLY "AGED" PRODUCTS [BAR GRAPH SHOWING SALES OF $330M AND
* POOR PRODUCT RELIABILITY $720M IN 1992 AND 1998, RESPECTIVELY,
* LOSING MARKET SHARE A 120% INCREASE SALES FROM 1992 AND
* ZERO OPERATING MARGIN WITH 72% 1998 AND A 13 POINT INCREASE IN
MARKET SHARE OPERATING MARGINS FROM 1992 TO 1998].
Market Share 72% 75%
ACTIONS TAKEN
- ----------------------------------------
* INVESTED $150M+ IN NEW PRODUCTS
* SIMPLIFIED PRODUCT LINES TO REDUCE
COMPLEXITY AND INVENTORY
* RESTRUCTURED SALES AND MARKETING
* EFFORTS
* IMPROVED AFTERMARKET SERVICE
REVITALIZED A MARKET LEADER
<PAGE>
ALD BUSINESS TURNAROUNDS
AUTOMOTIVE TURBOCHARGERS
BUSINESS CONDITION
PRE-STRUCTURING FINANCIALS -- 1992 - 1998
- --------------------------------------- -------------------------------------
* PRODUCT BECOMING COMMODITIZED [BAR GRAPH SHOWING SALES OF $405M AND
* HIGH MANUFACTURING COSTS $950 IN 1992 AND 1998, RESPECTIVELY, A
* MOST COMPONENTS MADE IN-HOUSE 130% INCREASE IN SALES FROM 1992 TO
1998 AND A 10 POINT INCREASE IN
OPERATING MARGINS FROM 1992 TO 1998].
Market Share 39% 51%
ACTIONS TAKEN
- ----------------------------------------
* RATIONALIZED MANUFACTURING
FACILITIES
* ESTABLISHED MANUFACTURING AND
TECHNICAL CENTERS IN ASIA
* OUTSOURCED NON-CRITICAL PARTS TO
LOWER COSTS SUPPLIERS
* INTRODUCED NEW TECHNOLOGY AND
FAMILY OF PRODUCTS
- ----------------------------------------
EXPANDED MARKET SHARE THROUGH INNOVATION AND PRODUCTIVITY
<PAGE>
CREATING A HIGH PERFORMANCE CULTURE
* COMMON VALUES
* CLEAR GOALS -- FOR ALL TO KNOW
* DISCIPLINED PROCESSES TO DRIVE PERFORMANCE (STRATEGY, OPERATIONS, PEOPLE)
* PEOPLE AS A COMPETITIVE EDGE
* FOCUS ON LEARNING
* STRETCH GOALS TO BRING OUT THE BEST
* ORGANIZATIONAL DESIGNS BASED ON SIMPLICITY, CLARITY, ACCOUNTABILITY
* CUSTOMER LINKAGE AS THE SOURCE OF PROGRESS
A FORMULA THAT'S WORKED . . .
<PAGE>
ALD'S EXPANSION OF AMP OPERATING MARGINS
1998 - 1999
HISTORICAL MARGIN (1993-95) 15%
[BAR GRAPH SHOWING A PROJECTED 4% INCREASE IN OPERATING MARGINS FOR THE
PERIOD FROM 1998 TO 1999 THROUGH A 2-4 POINT DECREASE IN PRICE, 1-3 POINT
INCREASE IN VOLUME, A 4-5 POINT INCREASE IN MANUFACTURING, A 0-1 POINT
INCREASE IN MATERIALS AND A 1-2 POINT INCREASE IN CORPORATE OVERHEAD. THE
INCREASES IN MANUFACTURING, MATERIALS AND CORPORATE OVERHEAD ARE ESTIMATED TO
RESULT IN COST SAVINGS OF $200M.]
1999 - 2000
[BAR GRAPH SHOWING A PROJECTED 5% INCREASE IN OPERATING MARGINS FOR THE
PERIOD FROM 1999 TO 2000 THROUGH A 2-4 POINT DECREASE IN PRICE, 3-5 POINT
INCREASE IN VOLUME, 3-4 POINT INCREASE IN MANUFACTURING, 1-2 POINT INCREASE
IN MATERIALS AND NO INCREASE IN CORPORATE OVERHEAD. THE INCREASES IN
MANUFACTURING AND MATERIALS ARE ESTIMATED TO RESULT IN COST SAVINGS OF $500M.
ESTIMATES BASED ON ALD'S TRACK RECORD
<PAGE>
ALD AND AMP - $21B
1998 PRO-FORMA
[PIE GRAPH]
ELECTRONIC INTERCONNECT DEVICES $5.4
SPEC CHEM & ELECTRONIC SOLUTIONS $2.4
PERFORMANCE POLYMERS $2.0
AEROSPACE SYSTEMS $4.9
TRANSPORTATION PRODUCTS $2.5
TURBINE TECHNOLOGIES $3.9
- - BROAD PRODUCT OFFERING - HIGH GROWTH MARKETS
- - DIVERSE CUSTOMER BASE - HIGH MARGIN BUSINESSES
- - GLOBALLY POSITIONED - CONSISTENCY
BREADTH OF PRODUCTS AND GEOGRAPHICAL DIVERSITY DRIVES CONSISTENCY
<PAGE>
PORTFOLIO IMPROVEMENT
1999 1999 2001
(WITHOUT AMP) (WITH AMP) (INCLUDES AMP)
[PIE GRAPH] [PIE GRAPH] [PIE GRAPH]
HIGH GROWTH/ 67% HIGH GROWTH/ 75% HIGH GROWTH/ 85%
HIGH MARGIN HIGH MARGIN HIGH MARGIN
TOTAL $16.5B TOTAL $22B TOTAL $26B
ACCELERATES ALD TRANSFORMATION
<PAGE>
ALD EPS
PRE-ACQUISITION POST-ACQUISITION
[BAR GRAPH SHOWING THE PROJECTED GROWTH RATE OF EARNINGS PER SHARE OF THE
OVERALL POSITIVE PROJECTED EFFECTS OF EACH OF ALD'S DIVESTED BUSINESS, THE
ADDITION OF THE AMP BUSINESS, THE LOSS OF GOODWILL, THE LOSS DUE TO
FINANCING, THE GAINS ON DISPOSITIONS ON THE EARNINGS PER SHARE OF A COMBINED
ALD/AMP AND THE PROJECTED GROWTH RATE OF EARNINGS PER SHARE OF THE COMBINED
ALD/AMP] IN 1999 AND 2000.
13-15% Divested AMP Gains on 13-15%
Business Business Goodwill Financing Dispositions
1999 ($0.06) +$0.83 ($0.32) ($0.72) +$0.27 1999
13-17% 13-17%
2000 ($0.13) $1.15 ($0.32) ($0.69) -- 2000
DILUTION TO BE MINIMIZED, 2000 EARNINGS IN LINE WITH PREVIOUS ESTIMATES
<PAGE>
WHY THIS DEAL IS GOOD FOR ALLIED SIGNAL
* MARKET LEADERSHIP IN HIGH MARGIN GROWTH BUSINESSES
* BROADER, MORE GLOBAL, MORE DIVERSE
* BREADTH OF MARKETS
* COST TAKE-OUT OPPORTUNITIES
* HIGH MARGIN, HIGH GROWTH SEGMENTS
* ENHANCED ABILITY FOR FINANCIAL CONSISTENCY
ALD AND AMP COMBINE TO FORM A PREMIER COMPANY
<PAGE>
ALLIED SIGNAL OFFER
ALD OFFER "JUST SAY NO" AMP RESPONSE
CERTAINTY UNCERTAINTY
* $44.50 CASH CAN RIPP WITH AMP FOR 4 YEARS OF
* 55% PREMIUM OVER MARKET PRICE DIFFICULTY, BACKGROUND ONLY IN
* 30X 1998 EPS FINANCE, & NO DEMONSTRATED OPERATING
SUCCESS
* CHANGE CULTURE
* REORGANIZE EFFECTIVELY
* TRANSFORM MANUFACTURING
* DOUBLE EPS IN 2 YEARS
MORE THAN ADEQUATE & CERTAIN INADEQUATE & HIGH RISK
INADEQUATE RESPONSE TO A MORE THAN ADEQUATE OFFER
<PAGE>
LEGAL STRATEGY
* COMMENCED AN ALL-CASH, ALL SHARES TENDER OFFER AT $44.50 ON AUGUST 10 --
CONDITIONED ON REDEMPTION OF POISON PILL
* INFORMED AMP BOARD THAT WE WOULD CONSIDER HIGHER PRICE IN NEGOTIATED
MERGER, BUT BOARD HAS REFUSED TO MEET
* KEY: LET SHAREHOLDERS DECIDE; DO THROUGH CONSENT SOLICITATION
* WILL CONDUCT CONSENT SOLICITATION, WITH RECORD DATE OF OCTOBER 15, TO
ENLARGE AMP BOARD FROM 11 TO 28 AND ELECT 17 ALD NOMINEES
* IN OUR VIEW, AMP BOARD WILL SELL TO THE HIGHEST BIDDER BEFORE IT PERMITS
ALD NOMINEES TO TAKE CONTROL
* IF NOT (A REMOTE POSSIBILITY IN OUR VIEW), ALD NOMINEES TAKE CONTROL AND,
SUBJECT TO THEIR FIDUCIARY DUTY, CAUSE AMP TO ENTER INTO A CASH MERGER
AGREEMENT AT THE OFFER PRICE -- ANY AGREEMENT SUBJECT TO SHAREOWNER
APPROVAL
* THE NEW NON-REDEEMABILITY AMENDMENTS, MORE DRACONIAN THAN OTHERS IN
EXISTENCE, WILL NOT WITHSTAND JUDICIAL ANALYSIS
PA LAW, POISON PILL WILL NOT PREVENT TAKEOVER
<PAGE>
WHAT WE ASK FROM YOU
* TENDER YOUR SHARES BEFORE SEPT. 11
- EVEN THOUGH WE CAN'T PURCHASE UNTIL THE POISON PILL IS REDEEMED,
SHAREOWNERS SHOULD THEIR SUPPORT FOR THE SALE OF THE COMPANY; SHARES
CAN SUBSEQUENTLY BE WITHDRAWN
* AFTER RECORD DATE OF OCTOBER 15, VOTE FOR ALLIED BY-LAW AMENDMENTS AND
BOARD NOMINEES; COMPLETE AND SEND BLUE CONSENT CARD
- TELL THE AMP BOARD THAT THE SHAREOWNERS SHOULD DECIDE; EXPRESS YOUR
DISAPPROVAL OF THE POISON PILL
<PAGE>
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 three 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 Robert F. Friel
(Vice President and Treasurer), John W. Gamble, Jr. (Assistant Treasurer),
John L. Stauch (Director, Investor Relations), Robert J. Buckley (Manager,
Investor Relations), G. Peter D'Aloia (Vice President, Planning &
Development) 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 without par value 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 holding or
otherwise, in AMP.
