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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 8 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 11. MATERIAL TO BE FILED AS EXHIBITS
(a) (24) Press Release issued by Parent on August 24, 1998.
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
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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
Exhibit (a)(24)
Contact: Mark Greenberg
(973) 455-5445
ALLIEDSIGNAL WILL SUE TO BLOCK LATEST AMP "POISON PILL" TACTIC
MORRIS TOWNSHIP, New Jersey, August 24, 1998 - AlliedSignal Inc.
(NYSE: ALD) today stated that it shortly will add to its existing lawsuit
against AMP (NYSE: AMP) a request for the court to reverse the amendments
to AMP's poison pill announced by AMP on Friday, August 21.
Peter M. Kreindler, Senior Vice President, General Counsel and
Secretary of AlliedSignal, said, "The action taken by AMP's board has two
purposes: to entrench the AMP board and management; and, if AMP shareowners
elect our nominees to the board, to disenfranchise AMP shareowners through
November 1999 by making it impossible for the board to accept any offer,
friendly or unfriendly, to acquire AMP, no matter how high the price. AMP
shareowners should not be denied the right to elect directors who can carry
out their wishes.
"We are not aware of any other company that has put such abusive
provisions into a rights plan in the face of an all-cash tender offer for
all shares," said Kreindler.
On August 4, AlliedSignal filed suit in the U.S. District Court for
the Eastern District of Pennsylvania which, among other things, challenged
the legality of the "dead-hand" provision of AMP's poison pill. The amended
AMP poison pill would prevent the AMP board from redeeming its poison pill
at any time after a new majority of directors has been elected by AMP
shareowners. AlliedSignal has filed with the SEC a consent solicitation
that would enable AMP shareowners to elect 17 new directors to AMP's board.
Subject to their fiduciary duties to AMP shareowners, these directors would
be committed to negotiating a sale of AMP to AlliedSignal.
In response to AMP's lawsuit announced this morning, Kreindler said,
"AMP's suit is entirely without merit. It amounts to nothing more than
another ill-conceived stalling tactic designed to prevent AMP shareowners
from being allowed to decide for themselves whether to accept our $44.50
per share cash offer, which represents a 55% premium over AMP's price
before our offer was announced."
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 AlliedSignal is available on the Internet at
http://www.alliedsignal.com/.
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.
8/24/98