SCHEDULE 14A INFORMATION Consent Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant |_| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Consent Statement |_| Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |_| Definitive Consent Statement |X| Definitive Additional Materials |X| Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 AMP Incorporated - --------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ALLIEDSIGNAL INC. PMA ACQUISITION CORPORATION - --------------------------------------------------------------------------- (Name of Person(s) Filing Consent Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): |X| No Fee required |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------------------ |_| Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount previously paid: ------------------------------------------------------------------------ 2) Form, Schedule or Registration No. ------------------------------------------------------------------------ 3) Filing party: ------------------------------------------------------------------------ 4) Date filed: ------------------------------------------------------------------------
EXHIBIT I [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.