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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 25 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 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by the following:
(f) On September 22, 1998, the Company filed a first amended complaint
in the Company Action. The first amended complaint alleges: (i) Parent's
filings with the SEC are false and misleading because (a) they fail to
disclose the manner in which the Nominees would satisfy their duty of
undivided loyalty both to Parent and the Company, (b) they fail to disclose
the manner in which the Nominees would propose to reconcile the interests
of the Company with those of the Parent, (c) they fail to disclose that
Parent has stated, that, upon the election of the Nominees, it will
discharge all of the Company's senior executives, and (d) they misrepresent
that Parent will be able to vote the Shares acquired under the Offer
because the Control Share Acquisition Statute prohibits Parent from voting
such shares; (ii) the First and Second Supplement to the Offer and the
Amended Consent Statement are false and misleading because they fail to
disclose that the Shareholder Rights Proposal is contrary to the provisions
of the PBCL granting directors of a Pennsylvania corporation the sole
discretion to determine the terms and conditions of rights plans; (iii) the
Offer, as amended by the First Supplement, is unlawful because it
constitutes a new tender offer and does not comply with federal securities
laws requiring Parent to return all Shares tendered under its initial
August 10, 1998 offer; (iv) by announcing its intention to commence the
Second Offer upon expiration of the Offer, Parent was subject to a
requirement under Rule 14d-2(b) to start the Second Offer within five days
or abandon it, neither of which Parent has done; (v) because the Offer is
not an amendment of the initial August 10, 1998 offer, but rather a new
offer, Parent and Offeror were required to hold the Offer open for a
minimum period of 20 business days and to return all Shares tendered in the
initial August 10, 1998 offer; (vi) the Offer and the Second Offer are
actually the same offer, and, as a result, the purchase of the Company's
Shares under the Offer will be in violation of Rule 10b-13; and (vii)
alternatively, Parent's offers pursuant to the initial August 10, 1998
offer, the First Supplement, the Second Supplement and the Second Offer are
part of a single effort by Parent to acquire control of the Company, which
should be treated as a single integrated offer, so that Rule 14d-10(a)(2)
requiring that the Company's Shareholders receive the "highest
consideration paid" would be applicable. In addition, the first amended
complaint alleges that (i) the Nominee Election Proposals violate the PBCL
because they would render it impossible for the Company's directors to
discharge their fiduciary obligations to the Company; (ii) the Shareholders
Rights Proposal violates the PBCL because it would divest the Company's
Board of Directors of the authority under the PBCL to determine the terms
and conditions of the Company's rights plans; and (iii) the Shares which
the Parent and Offeror propose to buy are "control shares" within the
meaning of the Control Share Acquisition Statute because Parent and Offeror
have announced their intention to purchase all of the Company's Shares, and
Parent and Offeror may not vote the Shares they propose to buy. The first
amended complaint seeks: (i) declaratory relief declaring that the
Shareholders Rights Proposal and the Nominee Election Proposals set forth
in the Amended Consent Solicitation are contrary to Pennsylvania law; (ii)
injunctive relief prohibiting Parent from (a) soliciting consents, (b)
pursuing the Offer unless full compliance with federal securities laws,
including full and accurate disclosure, is made, (c) soliciting consents
unless full and accurate disclosure is made, and (d) voting any of the
Company's Shares unless all requirements of the Control Share Acquisition
Statute have been satisfied; (iii) compensatory damages for all injuries
suffered by the Company; and (iv) costs and disbursements, including
attorneys' fees. Parent and Offeror believe there is no merit to the
Company's allegations and intend to vigorously defend against this lawsuit.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(56) Press Release issued by Parent on September 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: September 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)(56)
[LOGO of AlliedSignal] AlliedSignal Inc.
P.O. Box 2245
Morristown, NJ 07962
973 455-2000
NEWS RELEASE
Contact: Mark Greenberg
(973) 455-5445
ALLIEDSIGNAL WILL NOT PURCHASE 9% OF AMP
IF PENNSYLVANIA REPEALS CONSENT SOLICITATION PROCESS
MORRIS TOWNSHIP, New Jersey, September 24, 1998 - AlliedSignal Inc.
[NYSE: ALD] said today that if the Commonwealth of Pennsylvania enacts new
legislation which would prevent AlliedSignal from proceeding with its
consent solication, AlliedSignal will not proceed with the purchase of 9%
of the shares of AMP Incorporated [NYSE: AMP] under AlliedSignal's pending
$44.50 per share tender offer.
If, on the other hand, Pennsylvania chooses not to amend the current
shareowner consent solicitation rights, AlliedSignal will proceed with the
purchase, which will put $900 million into AMP shareowners' pockets at a
price per share that is 55% more than the market price for AMP shares
before AlliedSignal announced its original $44.50 per share offer.
AlliedSignal said that at the close of business on September 17, the
day before it amended its offer to reduce the number of AMP shares it would
purchase to 20 million, the number of AMP shares that had been tendered to
AlliedSignal and not withdrawn was 138,871,851.
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 five 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
Terrance L. Carlson (Deputy General Counsel), Robert F. Friel (Vice
President and Treasurer), John W. Gamble, Jr., (Assistant Treasurer), Mark
E. Greenberg (Vice President, Communications), John L. Stauch (Director,
Investor Relations), Robert J. Buckley (Manager, Investor Relations), G.
Peter D'Aloia (Vice President, Planning & Development) Mary Elizabeth Pratt
(Assistant General Counsel) 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 of AMP. Mr. Greenberg is the beneficial
owner of 100 shares of common stock 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 holdings or
otherwise, in AMP.
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9/24/98