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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 17 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 up to 40
million 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)(41) Letter from Morrow & Co., Inc. to AMP Institutional Shareowner.
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: September 16, 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)(41)
[MORROW & CO., INC. LETTERHEAD]
Dear AMP Institutional Shareowner:
As you know, AlliedSignal has amended its offer and is now offering to
purchase up to 40,000,000 shares of AMP Common Stock for $44.50 per share
in cash. Enclosed are the documents relating to the amended offer.
Please keep in mind the following:
* The offer closes on September 25, 1998 at midnight New York City
time.
* If you have already tendered your shares, you need take no further
action to tender into the amended offer.
* If you have withdrawn shares previously tendered or if you have not
tendered, you must tender by September 25.
* If the number of shares tendered exceeds 40,000,000, shares will be
purchased on a pro-rata basis.
* Also please remember that guaranteed delivery is not accepted for
the amended offer. If you have previously tendered into the initial
offer by guaranteed delivery, you must perfect that guaranteed
delivery in accordance with the requirements of the initial offer.
Should you have questions on these or any other issues, please call
Tom Ball, Ron Knox or Fred Marquardt at (800) 662-5200.
Sincerely,
Morrow & Co., Inc.
Information Agent for AlliedSignal Inc.