-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CNV7R1vJTgjDP+OSamMGmhlAfDt99sd4vbI4TLOqt/JM5FQ2apML5MCHgXx2xBE5 eXjqcDipDvX2+uTndflEPA== 0000895345-98-000567.txt : 19980923 0000895345-98-000567.hdr.sgml : 19980923 ACCESSION NUMBER: 0000895345-98-000567 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980922 SROS: BSE SROS: CSE SROS: CSX SROS: NYSE SROS: PHLX SROS: PCX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMP INC CENTRAL INDEX KEY: 0000006164 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 230332575 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-10462 FILM NUMBER: 98713012 BUSINESS ADDRESS: STREET 1: P O 3608 CITY: HARRISBURG STATE: PA ZIP: 17105 BUSINESS PHONE: 7175640100 MAIL ADDRESS: STREET 1: PO BOX 3608 M S 176 41 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: AMP INC & PAMCOR INC DATE OF NAME CHANGE: 19890410 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN METAL PRODUCTS CO DATE OF NAME CHANGE: 19661211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIEDSIGNAL INC CENTRAL INDEX KEY: 0000773840 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 222640650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 101 COLUMBIA RD STREET 2: PO BOX 4000 CITY: MORRISTOWN STATE: NJ ZIP: 07962 BUSINESS PHONE: 2014552000 MAIL ADDRESS: STREET 1: 101 COLUMBIA RD P O BOX 4000 STREET 2: 101 COLUMBIA RD P O BOX 4000 CITY: MORRISTOWN STATE: NJ ZIP: 07962 SC 14D1/A 1 =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 23 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- 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 ---------------- (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 =========================================================================== 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 ------------------------------ Name: Peter M. Kreindler Title: Vice President, Secretary and Director ALLIEDSIGNAL INC. By: /s/ Peter M. Kreindler ------------------------------ Name: Peter M. Kreindler Title: Senior Vice President, General Counsel and Secretary EX-1 2 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 -----END PRIVACY-ENHANCED MESSAGE-----