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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 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 all
outstanding shares of common stock, without par value, of AMP Incorporated,
a Pennsylvania corporation, is hereby amended as follows:
ITEM 10. ADDITIONAL INFORMATION.
(a)(19) Letter, dated August 17, 1998, from Jay P. Stephens, Esq., Deputy
General Counsel, Litigation and Regulatory Affairs, of AlliedSignal
Inc. to David F. Henschel, Corporate Secretary and Associate General
Legal Counsel of AMP Incorporated.
(a)(20) Letter, dated August 17, 1998, from Cede & Co. c/o The Depository
Trust Company to David F. Henschel, Corporate Secretary and Associate
General Legal Counsel of AMP Incorporated.
(a)(21) Verified Power of Attorney, dated August 14, 1998, executed on
behalf of AlliedSignal by Richard F. Wallman, in his capacity as Senior
Vice President and Chief Financial Officer.
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 18, 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)(19)
[AlliedSignal Letterhead]
August 17, 1998
AMP Incorporated
470 Friendship Road
Harrisburg, PA 17111
Attention: David F. Henschel, Corporate Secretary
and Associate General Legal Counsel
Dear Mr. Henschel:
On August 10, 1998, PMA Acquisition Corporation, a wholly owned
subsidiary of AlliedSignal Inc., commenced a tender offer to acquire all of
the outstanding shares of the Common Stock of AMP Incorporated at $44.50
per share (the "Tender Offer"), and indicated that if AMP failed to respond
favorably that AlliedSignal intends to commence a solicitation for the
following purposes:
(i) to amend Section 2.2 of Article II of the Company
By-laws to fix the number of directors of the Company
at twenty-eight; (ii) to amend Section 2.4 of Article
II of the Company By-laws to permit the Company's
shareholders to fill vacancies on the on the Company's
Board of Directors (the "Company Board"); (iii) to
amend Section 1.54.3 of Article II of the Company
By-laws to clarify that nominations of directors for
election by written consent of shareholders are not
subject to the advance notification provisions of the
Company By-laws; (iv) to elect Hans W. Becherer,
Lawrence A. Bossidy, Ann M. Fudge, Paul X. Kelley,
Peter M. Kreindler, Robert P. Luciano, Robert B.
Palmer, Russell E. Palmer, Frederic M. Poses, Donald J.
Redlinger, Ivan G. Seidenberg, Andrew C. Sigler, John
R. Stafford, Thomas P. Stafford, Richard F. Wallman,
Robert C. Winters and Henry T. Yang (the "Nominees") to
serve as directors of the Company; and (v) to repeal
each provision of the Company By-laws or amendment(s)
thereto adopted subsequent to July 22, 1998 and prior
to the effectiveness of the foregoing amendments and
the seating of a sufficient number of Nominees to
constitute a majority of the Company Board (the
"Consent Solicitation").
AlliedSignal is the beneficial holder of 100 shares of AMP (the
"Shares"). Enclosed is the request of Cede & Co., the record holder of the
Shares, in which Cede demands, on behalf of AlliedSignal and in connection
with the Tender Offer and Consent Solicitation, the right to inspect AMP's
share register and other items, and to make and receive copies and extracts
therefrom. This request is made pursuant to: (i) Section 1508 of the
Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL");
(ii) the common law of the Commonwealth of Pennsylvania; and (iii)
governing precedents of the United States District Court for the Eastern
District of Pennsylvania. Please note that in the event that the transfer
agent for the Shares has acted pursuant to AlliedSignal's request and
transferred the Shares into AlliedSignal's name, the attached demand is
hereby incorporated by reference into this letter and made by AlliedSignal
directly, as record holder of the Shares.
In accordance with Section 1508(c) of the PBCL, a reply to this letter
is required within five (5) business days after the receipt hereof.
If you have any questions, please call Peter Kreindler, Esq., Senior
Vice President, General Counsel and Secretary of AlliedSignal, at (973)
455-5513.
Very truly yours,
/s/ Jay B. Stephens, Esq.
-----------------------------------
Jay B. Stephens, Esq.
Deputy General Counsel,
Litigation and Regulatory Affairs
Enclosure
EXHIBIT (a)(20)
Cede & Co.
c/o The Depository Trust Company
55 Water Street
New York, NY 10041
August 17, 1998
VIA FACSIMILE AND HAND DELIVERY
- -------------------------------
AMP Incorporated
470 Friendship Road
Harrisburg, PA 17111
Attention: David F. Henschel, Corporate Secretary
and Associate General Legal Counsel
Dear Mr. Henschel:
Cede & Co. ("Cede"), the nominee of The Depository Trust Company
("DTC"), is a holder of record of shares of common stock, without par
value, of AMP Incorporated, a Pennsylvania corporation (the "Company") (all
outstanding shares of such stock being collectively referred to as the
"Common Stock"). DTC is informed by its participant, The Chase Manhattan
Bank (the "Participant"), that on the date hereof, 100 of such shares (the
"Shares") credited to Participant's DTC account are beneficially owned by
AlliedSignal Inc., a Delaware corporation ("AlliedSignal"), a customer of
Participant.
At the request of Participant, on behalf of AlliedSignal, Cede, as
holder of record of the Shares and pursuant to (i) Section 1508 of the
Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL"), and
(ii) the common law of the Commonwealth of Pennsylvania, hereby demands the
right for AlliedSignal and its agents to inspect the Company's share
register and to make and receive copies and extracts therefrom, and to
inspect the following records and documents of the Company and to make and
receive copies or extracts therefrom, during the Company's usual hours of
business:
1. A complete record or list, in alphabetical order, of the holders of
the Company's Common Stock (the "Shareholders"), certified by the Company
or its transfer agent, showing the name, account number and address of each
Shareholder and the number of shares of Common Stock registered in the name
of each Shareholder as of the most recent date available.
2. A magnetic computer tape list of the Shareholders, as of the most
recent date available, showing the name, account number, address of, and
number of shares of Common Stock held by each Shareholder, such computer
processing data as is necessary to make use of such magnetic computer tape,
and a printout of such magnetic computer tape for verification purposes.
3. All information in or which comes into the Company's possession or
control, or which can reasonably be obtained from nominees of any central
certificate depository system, any bank, broker or any other nominees
concerning the names, addresses and number of shares of Common Stock of the
actual beneficial owners of the Company's Common Stock, including, without
limitation: (i) a breakdown of any such holdings in the name of Cede & Co.
and any other similar securities depository or nominees; (ii) all omnibus
proxies and all "Weekly Security Position Listing Daily Closing Balances"
reports issued by DTC (and authorization for Morrow & Co., Inc.,
information agent, to receive such reports directly); and (iii) a list or
lists containing the name, address and number of shares attributable to any
participant in any Company employee stock ownership or comparable plan,
name of the trustee and methodology for voting said plans and the method by
which AlliedSignal or its agents and representatives may communicate with
such participants.
4. All information in or which comes into the Company's or its agents'
or representatives' possession or control, or which can reasonably be
obtained from brokers, dealers, banks, clearing agencies or voting trustees
relating to the names of the non-objecting beneficial owners and consenting
beneficial owners of the shares of Common Stock in the format of a printout
in descending order balance, magnetic computer tape and such computer
processing data as is necessary to make use of such magnetic computer tape,
and a printout of such magnetic computer tape for verification purposes
(such information is readily available to the Company under Rule 14b-1(b)
of the Securities Exchange Act of 1934, as amended, from A.D.P. Proxy
Services).
5. All daily transfer sheets showing changes in the list of the
shareholders of the Company referred to above that are in or come into the
possession or control of the Company or its transfer agent or other agents
or representatives, or which can reasonably be obtained from brokers,
dealers, banks, clearing agencies or voting trustees or their nominees,
from the date of the Shareholder lists referred to in paragraphs 1 and 2
above to the expiration of the tender offer for all of the Company's
outstanding shares, announced on August 4, 1998 and commenced on August 10,
1998 (the "Tender Offer").
6. A stop list or stop lists relating to the shares of Common Stock of
the Company and any changes, corrections, and additions to or deletions
from such list, from the date of the Shareholder lists referred to above to
the expiration of the Tender Offer.
7. All information in the Company's possession or control or that can
reasonably be obtained from nominees of any central certificate depositary
system concerning the number and identity of the actual beneficial owners
of the Common Stock including a breakdown of any holdings in the name of
nominees.
8. A list, as of the most recent date available, of all holders of
1,000 or more shares of Common Stock arranged in descending order by number
of shares, and including the name, address and account number of each such
Shareholder.
9. All respondent bank lists and omnibus proxies for such lists (such
information is readily available to the Company under Rule 14b-2 of the
Securities Exchange Act of 1934).
10. The information and records specified in paragraphs 1 through 9
above, as of any record date for shareholder action set by the Board of
Directors of the Company, by operation of law or otherwise.
At the request of Participant, on behalf of AlliedSignal, Cede, as
holder of record of the Shares, further hereby demands that modifications,
additions to or deletions from any and all information referred to in
paragraphs 1 through 10 above be immediately furnished to AlliedSignal as
such modifications, additions or deletions become available to the Company
or its agents or representatives, through expiration of the Tender Offer,
and that the information and records specified in paragraph 1 above be
furnished on a weekly basis until the expiration of the Tender Offer.
AlliedSignal has designated and authorized and Cede hereby designates
and authorizes AlliedSignal's attorneys, Fried, Frank, Harris, Shriver &
Jacobson and Dechert Price & Rhoads, and its information agent, Morrow &
Co., Inc., and any of their respective partners, officers and employees and
any other persons to be designated by them, acting together, singly or in
combination, to conduct as its agents, the inspection and copying herein
requested. Cede also hereby authorizes and requests the Company to deliver
the reports referred to in paragraph 3 above to Morrow & Co., Inc. directly
at 909 Third Avenue, 20th Floor, New York, NY 10022. A verified power of
attorney is attached hereto.
Cede has been advised by Participant, on behalf of AlliedSignal, that
AlliedSignal will bear the reasonable costs incurred by the Company
including those of its transfer agent(s) or registrar(s) in connection with
the production of the information demanded. Cede also has been advised by
Participant that AlliedSignal will forego the demand for inspection if the
Company will voluntarily furnish to AlliedSignal all of the information
requested above.
Cede has been advised by Participant that the purpose of this demand
is, among other things, to permit AlliedSignal to communicate with other
Shareholders of the Company on matters relating to their mutual interests
as Shareholders, including, but not limited to: (i) communication with the
Company's Shareholders in order to solicit offers from such Shareholders to
tender their Common Stock (including the associated Common Stock Purchase
Rights) pursuant to the Tender Offer; and (ii) the solicitation by
AlliedSignal of written stockholder consents from holders of the Common
Stock for purposes of, among other things, amending the Company's by-laws
to facilitate the addition of directors to the Company's Board of
Directors, pursuant to Article 1, Section 1.7.2 of the Company's by-laws.
A reply to this letter is required within five (5) business days after
the receipt hereof in accordance with Section 1508(c) of the PBCL. Please
advise Peter Kreindler, Esq., Senior Vice President, General Counsel and
Secretary of AlliedSignal at (973) 455-5513 and Frederick Marquardt of
Morrow & Co., Inc. at (212) 754-8000 when and where the items demanded
above will be made available.
While Cede is furnishing this request as the shareholder of record of
the Shares, it does so only at the request of the Participant, and only as
a nominal party for the true party in interest, AlliedSignal. Cede and
Participant have no interest in this matter other than to take those steps
which are necessary to ensure that AlliedSignal is not denied its rights as
the beneficial owner of the Shares, and Cede and Participant assume no
further responsibility in this matter.
Please acknowledge receipt of this letter by signing the enclosed copy
of this letter in the place indicated below and returning it to the waiting
messenger.
Very truly yours,
CEDE & CO.
By: /s/ Gary LaCara
-------------------------
Gary LaCara, Partner
Receipt is hereby acknowledged
this ___ day of August, 1998.
AMP, INC.
By:
--------------------------
Title:
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VERIFICATION
------------
I, _________________, hereby affirm that the facts set forth in
the foregoing demand are true and correct to the best of my knowledge,
information and belief. I have made this verification subject to the
penalties of 18 Pa. Cons. Stat. Ann. ss. 4904 relating to unsworn
falsification to authorities.
-----------------------------
EXHIBIT (a)(21)
VERIFIED POWER OF ATTORNEY
--------------------------
KNOW ALL MEN BY THESE PRESENTS THAT AlliedSignal Inc.
("AlliedSignal"), which beneficially owns 100 shares of common stock of
AMP, Inc. ("AMP"), does hereby appoint Fried, Frank, Harris, Shriver &
Jacobson, Dechert Price & Rhoads, and Morrow & Co., Inc., and any of their
respective partners, officers and employees and any other persons to be
designated by them, as AlliedSignal's true and lawful attorneys, for it and
on its behalf, and in its name, to examine, and to make copies or extracts
of, any corporate books and records, including the share register, of AMP,
as existing on the date of inspection, and any other items made available
to AlliedSignal by AMP, as fully as AlliedSignal could do itself.
AlliedSignal hereby ratifies and confirms all that its said
attorneys shall do, or cause to be done, by virtue of these presents. This
Verified Power of Attorney is verified and also made subject to the
penalties of 18 Pa. C.S.A. ss. 4904 relating to unsworn falsifications to
authorities.
IN WITNESS WHEREOF, AlliedSignal has set its hand and seal this
14th day of August, 1998.
ALLIEDSIGNAL INC.
By: /s/ Richard F. Wallman
------------------------------
Richard F. Wallman
Senior Vice President and
Chief Financial Officer
WITNESS:
- -------------------------------
- -------------------------------
Sworn to and Subscribed
before me this __day
of August, 1998.
- -------------------------------
Notary Public
My Commission Expires: