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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 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 ("Parent"), in connection with its pending tender offer for all
outstanding shares of common stock, without par value (the "Shares"),
including the associated Common Stock Purchase Rights (the "Rights"), of
AMP Incorporated, a Pennsylvania corporation (the "Company"), is hereby
amended as follows:
Item 10. Additional Information.
(a) (12) Press Release issued by Parent on August 10, 1998.
(a) (13) Letter, dated August 10, 1998, from Lawrence A. Bossidy, Chairman
and Chief Executive Officer of Parent to Mr. William J. Hudson,
Chief Executive Officer and President of the Company.
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 10, 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
PRESS RELEASE
Company Contact: Mark Greenberg
(973) 455-5445
ALLIEDSIGNAL COMMENCES TENDER OFFER FOR AMP INCORPORATED
MORRIS TOWNSHIP, New Jersey, August 10, 1998 -- AlliedSignal Inc.
(NYSE: ALD) announced today it has commenced a cash tender offer to buy all
of the approximately 224 million outstanding shares of AMP Incorporated
(NYSE: AMP) at a price of $44.50 per share, net to the seller, in cash.
On Tuesday, August 4, 1998, AlliedSignal proposed to acquire AMP for
$44.50 per share in cash, a premium of more than 55%, for an aggregate of
approximately $10.0 billion on a fully diluted basis.
The tender offer and withdrawal rights are scheduled to expire at
12:00 midnight New York City time on Friday, September 11, 1998, unless
extended.
The offer is not conditioned upon AlliedSignal obtaining financing.
The offer is conditioned on other terms specified in the Offer to Purchase.
The full terms and conditions of the offer are set forth in tender offer
material filed today with the Securities and Exchange Commission and to be
mailed promptly to AMP shareowners.
Lazard Freres & Co. LLC and Goldman, Sachs & Co. are acting as dealer
managers for the offer and Morrow & Co., Inc., is acting as information
agent.
Based in Morris Township, New Jersey, AlliedSignal Inc. is an advanced
technology and manufacturing company serving customers worldwide with
aerospace and automotive products, chemicals, fibers, plastics and advanced
materials. Its 1997 sales were $14.5 billion. The company, a component of
the Dow Jones Industrial Average, employs 70,500 people at 300 facilities
in 40 countries. Fortune magazine recently named the company to its lists
of the "Most Admired Companies" and "100 Best Companies to Work For."
Information about Allied Signal is available on the Internet at
http://www.alliedsignal.com/.
# # #
[LETTERHEAD OF ALLIEDSIGNAL INC.]
August 10, 1998
Mr. William J. Hudson, Jr.
President
AMP Incorporated
470 Friendship Road
Harrisburg, PA 17111
Dear Bill:
As you know, we commenced our tender offer today. I also wanted to
advise you that we will be filing materials with the Securities and
Exchange Commission shortly to prepare to begin a consent solicitation.
We continue to believe in the merits of the proposed combination for
both our companies, and I want to reiterate that we strongly prefer to
negotiate an agreement that best serves the vital interests of all of your
shareowners, employees and other stakeholders. Therefore, I am again
requesting a meeting with you to discuss our proposal in a professional and
constructive manner. I am prepared to meet at a time and place convenient
to you. I will call you tomorrow to ask when we can meet.
Sincerely,
Lawrence A. Bossidy
Chairman and Chief Executive Officer