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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 23 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
20,000,000 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)(53) Letter from Larry Bossidy to the Board of Directors of the
Company, dated September 22, 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: September 22, 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)(53)
[ALLIEDSIGNAL LOGO] AlliedSignal Inc.
P.O. Box 3000
Morristown, NJ 07962-2496
LARRY BOSSIDY
Chairman and
Chief Executive Officer
September 22, 1998
Board of Directors
AMP Incorporated
Harrisburg, PA 17105
Ladies and Gentlemen:
As I am sure you are aware, AMP management is circulating proposed
legislation that would have the effect of preventing AlliedSignal from
conducting its current consent solicitation. A memorandum circulated with the
proposal contends that the legislation is necessary because the consent
procedure "avoids the holding of a shareholders' meeting, in connection with
which there could be a full and free exchange of opinions" about
AlliedSignal's offer, and does not afford "a fair voting process that
involves taking only one vote on a fixed date."
AlliedSignal does not believe that those concerns are well founded. The SEC
proxy rules, which govern the solicitation process, will ensure that the
shareholders are fully and accurately informed and have the opportunity to
consider all views. Indeed, the exchange of information will occur during a
period of over two months - almost twice the period that is customary for
AMP's annual election of directors.
If AMP management truly has concerns about the consent procedure, and is not
just trying to delay a shareholder vote for as long as possible, the solution
is simple: call a special meeting of shareholders. AlliedSignal chose to
institute a consent solicitation only because AMP's shareholders do not have
a right to convene a meeting; only the Chief Executive Officer and the Board
have that power.
In fact, AlliedSignal would welcome the opportunity to present our two
proposals at a special meeting. If this meeting were held in late October or
early November and the record date were set for October 15, AlliedSignal
would withdraw its consent solicitation.
Also, I want to be certain that you are aware that AMP management's
position violates the commitment that you, the AMP Board of Directors, made
to AMP shareholders in 1989 when you asked them to approve reincorporation
in Pennsylvania. The Proxy Statement in support of the merger into AMP-PA
assured the shareholders that the "rights of the Corporation's
shareholders" would be governed by the Articles of Incorporation included
in the Proxy Statement. In the course of discussing the Articles of
Incorporation, the Proxy Statement goes on to say:
"a new Article bas been added that permits action to be taken [by the
shareholders] by less-than-unanimous consent in lieu of convening a
meeting of shareholders."
Since this right was promised to shareholders as part of the inducement to
the shareholders to approve the move to Pennsylvania in order to take
advantage of Pennsylvania's then newly-adopted anti-takeover provisions, it
is disingenuous for AMP management to describe the consent process as "an
unintended loophole."
In light of this history, AlliedSignal, as a shareholder of AMP, requests
that AMP cease its efforts to promote legislation that would interfere with
this valuable right now vested in its shareholders. AMP management should not
add to the number of commitments that it has failed to meet.
Sincerely,
/s/ Larry Bossidy
Larry Bossidy