-----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, IfJck9nLihAs7inU0RjX6DnW/l1hPwL9KfIykK72kA2owl9miQBn32uIILGod6Us WjtH6r8SgGrNbEB+UFIBcQ== 0000950172-98-000826.txt : 19980825 0000950172-98-000826.hdr.sgml : 19980825 ACCESSION NUMBER: 0000950172-98-000826 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980824 SROS: NYSE 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-10462 FILM NUMBER: 98696746 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: 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 14D9/A 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 SC 14D9/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.2) ---------------- AMP INCORPORATED (Name of Subject Company) AMP INCORPORATED (Name of Person(s) Filing Statement) Common Stock, no par value (including Associated Common Stock Purchase Rights) (Title of Class of Securities) 031897-10-1 (CUSIP Number of Class of Securities) David F. Henschel Corporate Secretary AMP Incorporated P.O. Box 3608 Harrisburg, Pennsylvania 17105-3608 (717) 574-0100 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) With a Copy to: Peter Allan Atkins David J. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022-3897 (212) 735-3000 This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement of Schedule 14D-9 dated August 21, 1998, as amended, (the "Schedule 14D-9") filed by AMP Incorporated, a Pennsylvania corporation ("AMP"), in connection with the tender offer by PMA Acquisition Corporation, a Delaware corporation (the "Purchaser") and wholly owned subsidiary of AlliedSignal Inc., a Delaware corporation ("AlliedSignal"), to purchase all of the issued and outstanding shares of common stock, no par value, of AMP (the "Common Stock"), including the associated Common Stock Purchase Rights (the "Rights" and, together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, dated as of October 28, 1989, and as amended on September 4, 1992, August 12, 1998 and August 20, 1998 (the "Rights Agreement"), between AMP and ChaseMellon Shareholder Services L.L.C., as Rights Agent, at a price of $44.50 per Share, net to the seller in cash, as disclosed in its Tender Offer Statement on Schedule 14D-1, dated August 10, 1998, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 10, 1998, and the related Letter of Transmittal. Unless otherwise indicated, all defined terms used herein shall have the same meaning as those set forth in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. Subsection (f) of Item 8 is hereby amended by adding the following paragraphs at the end thereof: On August 21, 1998, AMP filed a complaint in the United States District Court for the Eastern District of Pennsylvania against AlliedSignal and the Purchaser (AMP Incorporated v. AlliedSignal Corporation, et al., Civil Action No. 98-CV-4405). The complaint seeks declaratory and injunctive relief to prevent AlliedSignal from pursuing its attempt to pack the AMP Board of Directors with AlliedSignal executive officers and directors who would have an irreconcilable conflict of interest were they to serve as directors of AMP. The complaint alleges that the Schedule 14D-1 filed by AlliedSignal and the Purchaser with the Securities and Exchange Commission is false and misleading because it fails to disclose that AlliedSignal's representatives on the AMP Board of Directors would have a conflict of interest and how AlliedSignal would propose to deal with such conflict, and that AlliedSignal's attempt to pack the Board would prevent the current members of the Board from fulfilling their fiduciary duties to AMP under Pennsylvania law. A copy of the complaint is filed as Exhibit 23 hereto and is incorporated herein by reference, and the foregoing is qualified in its entirety by reference to such exhibit. On August 24, 1998, AMP filed its answer to the complaint which was filed by AlliedSignal on August 4, 1998 in the United States District Court for the Eastern District of Pennsylvania. In its answer, AMP denies that AlliedSignal is entitled to any relief under its complaint and raises several affirmative defenses. A copy of the answer is filed as Exhibit 24 hereto and is incorporated herein by reference, and the foregoing is qualified in its entirety by reference to such exhibit. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits are filed herewith: Exhibit No. Description ------- ----------- 23 Complaint filed in the United States District Court for the Eastern District of Pennsylvania in AMP Incorporated v. AlliedSignal Corporation, et al. (Civil Action No. 98-CV-4405). 24 Answer to complaint filed in the United States District Court for the Eastern District of Pennsylvania in AlliedSignal Corporation v. AMP Incorporated (Civil Action No. 98-CV-4058). 25 Text of a press release issued by AMP, dated August 24, 1998. o o o This document and the exhibits attached hereto may contain certain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, which are intended to be covered by the safe harbors created thereby. Such statements should be considered as subject to risks and uncertainties that exist in AMP's operations and business environment and could render actual outcomes and results materially different than predicted. For a description of some of the factors or uncertainties which could cause actual results to differ, reference is made to the section entitled "Cautionary Statements for Purposes of the 'Safe Harbor'" in AMP's Annual Report on Form 10-K for the year ended December 31, 1997, a copy of which is filed as Exhibit 19 to the Schedule 14D-9. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct Dated: August 24, 1998 AMP Incorporated By: /s/ Robert Ripp ---------------------------- Name: Robert Ripp Title: Chairman and Chief Executive Officer EXHIBIT INDEX The following exhibits are filed herewith: Exhibit No. Description -------- ----------- 23 Complaint filed in the United States District Court for the Eastern District of Pennsylvania in AMP Incorporated v. AlliedSignal Corporation, et al. (Civil Action No. 98-CV-4405). 24 Answer to complaint filed in the United States District Court for the Eastern District of Pennsylvania in AlliedSignal Corporation v. AMP Incorporated (Civil Action No. 98-CV-4058). 25 Text of a press release issued by AMP, dated August 24, 1998. EX-99 2 EXHIBIT 23 - COMPLAINT Exhibit 23 UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA ______________________________ : AMP INCORPORATED, : a Pennsylvania Corporation, : P.O. Box 3608 : Harrisburg, PA 17105, : : Plaintiff, : : v. : C.A. No. 98-CV-4405 : ALLIEDSIGNAL CORPORATION, : a Delaware Corporation, : P.O. Box 3000 : Morristown, NJ, 07962-2496, : : and : : PMA ACQUISITION CORPORATION, : a Delaware Corporation, : P.O. Box 3000 : Morristown, NJ 07962-2496, : : Defendants. : ______________________________: COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF Plaintiff, AMP Incorporated ("AMP"), by its undersigned counsel, as and for its Complaint, alleges upon knowledge with respect to itself and its own acts and with respect to those matters communicated to it or filed by defendants with the Securities and Exchange Commission, and upon information or belief as to all other matters, as follows: 1. AMP is a Pennsylvania corporation with its principal place of business in Harrisburg, Pennsylvania. It is a registered corporation within the meaning of Section 2502 of the Pennsylvania Business Corporation Law ("BCL"). 2. Defendant AlliedSignal Corporation ("AlliedSignal") is a Delaware corporation with its principal place of business in Morristown, New Jersey. 3. Defendant PMA Acquisition Corporation ("PMA") is a Delaware corporation with its principal place of business in Morristown, New Jersey. It is a wholly-owned subsidiary of AlliedSignal. 4. This Court has jurisdiction over this action pursuant to 28 U.S.C. sections 1331, 1332 and 1367. The amount in controversy is in excess of $75,000, exclusive of interest and cost. Venue is proper under 28 U.S.C. section 1391(b) and (c). The Court is empowered to grant declaratory relief under 28 U.S.C. section 2201 because there is a case of actual controversy among the parties. 5. On August 4, 1998, AlliedSignal announced that it would launch an unsolicited tender offer for all of the common stock of AMP. On August 10, 1998, AlliedSignal and PMA filed a Tender Offer Statement on Schedule 14D-1 with the Securities and Exchange Commission ("SEC") setting forth the terms of the tender offer and other information. 6. On August 12, 1998, AlliedSignal announced that it would conduct a consent solicitation among AMP shareholders, seeking consent to five proposals, and that it was filing preliminary materials with the SEC in connection with the solicitation. 7. The AMP Board of Directors presently consists of eleven directors. Proposal Number 1 of the AlliedSignal proposals is that Section 2.2 of AMP's bylaws be amended to fix the number of directors at twenty- eight and that Section 2.2 no longer be subject to amendment or repeal except by approval of shareholders of AMP holding a majority of AMP's outstanding voting shares. 8. Proposal Number 2 of the AlliedSignal proposals seeks to amend Section 2.4 of AMP's bylaws to provide that vacancies on the Board created as a result of a shareholder amendment to the bylaws may be filled only with the approval of shareholders of AMP holding a majority of AMP's outstanding voting shares and that this amendment be further amended or repealed only with the approval of shareholders of AMP holding a majority of AMP's outstanding voting shares. 9. Proposal Number 4 seeks the election, as directors of AMP, of seventeen officers and directors of AlliedSignal. 10. The purpose and intent of these proposals is to pack the AMP Board with a majority of AlliedSignal nominees so as to permit passage by a majority of the AMP Board of various resolutions necessary to facilitate the AlliedSignal takeover of AMP, either through the tender offer or through a merger. 11. In fact, AlliedSignal has stated in a filing with the SEC that its seventeen nominees to the AMP Board "are committed to facilitating AlliedSignal's $44.50 cash tender offer for all AMP shares . . . ." 12. Under Section 1712 of the BCL, directors of a Pennsylvania corporation owe a fiduciary duty to the corporation, rather than to shareholders. Under Section 1715 of the BCL, directors of a Pennsylvania corporation, in considering the interest of the corporation, may take into account the effect of any corporate action upon the corporation's employees, customers and suppliers, the communities in which the corporation has facilities, the stockholders and the creditors of the corporation. Moreover, the directors of a Pennsylvania corporation are permitted to take into account, as they deem appropriate, the short-term and long-term interests of the corporation, including benefits that may accrue to the corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the corporation, as well as other factors. Id. 13. The directors of a Pennsylvania corporation are also given very broad discretion, subject to their discharge of their fiduciary obligations, in establishing anti-takeover measures, including rights plans, see BCL, section 2513, and are under no obligation to redeem rights under a rights plan on account of a tender offer or other attempt by a third party to gain control of the corporation. See BCL, section 1715. 14. Moreover, the BCL provides broad anti-takeover protection, independent of any rights plan or other measure adopted by a Pennsylvania corporation. See BCL, sections 2541, et seq. The policy behind these provisions is to insure protection against change of control transactions that afford too little opportunity for the board of directors to consider the interests of the corporation and its constituencies. 15. Under Delaware law, the officers and directors of AlliedSignal owe a fiduciary duty to AlliedSignal and its shareholders to maximize the benefits which accrue to the corporation from any corporate action. In making the decision to launch an unsolicited tender offer for AMP stock and to attempt to gain control of AMP on terms fixed by AlliedSignal, the officers and directors of AlliedSignal have apparently concluded that such actions, and the terms and conditions upon which they are premised, are in the best interests of AlliedSignal and its shareholders. 16. If the seventeen AlliedSignal nominees to AMP's Board were elected, they could not fulfill their fiduciary duties both to AlliedSignal and its shareholders and to AMP, in the latter case in the manner as required by the BCL. The inherent conflict of interest is apparent because the AlliedSignal officers and directors have already determined that AMP should be combined with AlliedSignal on stated terms and conditions, and that the rights under AMP's rights plan should be redeemed, that AMP should opt out of certain protection afforded to it by the BCL and that AMP should facilitate AlliedSignal's acquisition of control over AMP. While committed to this course of action on behalf of AlliedSignal, the AlliedSignal nominees could not fully and completely discharge their fiduciary duty to AMP. FIRST CLAIM FOR RELIEF 17. Plaintiff repeats and realleges the averments of Paragraphs 1 through 16 above. 18. Defendants' tender offer and its consent solicitation are subject to the requirements of Section 14 of the Securities Exchange Act of 1934, and the rules adopted by the SEC thereunder. 19. Defendants' tender offer statement on Schedule 14D-1 is false and misleading because it fails to disclose the unlawful nature of defendants' plan to pack the AMP Board, and the manner in which such plan would bring about inherent conflicts of interest and would render impossible independent consideration of the interests of AMP as required by the BCL. Further, it fails to disclose the manner in which, if at all, defendants would propose to reconcile the interests of AMP with those of AlliedSignal, for example, the interest that AMP might have in remaining independent, the interest AMP might have in a business combination with an entity other than AlliedSignal, the interest that AMP might have in a business combination on different terms and conditions than those proposed by defendants and the interests which AMP might have in, and might wish to protect, with respect to employees, customers, suppliers and communities in which it has facilities. 20. Until and unless full disclosure is made by defendants, their tender offer and consent solicitation should be enjoined since, otherwise, AMP would be irreparably injured and would have no adequate remedy at law. SECOND CLAIM FOR RELIEF 21. Plaintiff repeats and realleges the averments of Paragraphs 1 through 20 above. 22. By attempting to pack the Board of Directors of AMP with persons with a primary loyalty to AlliedSignal and, under the circumstances, interests which are inherently in conflict with those of AMP, AlliedSignal and PMA are seeking to render it impossible for the present duly elected directors of AMP to discharge their fiduciary obligations to AMP and to fulfill their responsibilities under the BCL. 23. If permitted to carry out their plan and scheme, defendants will be able to seize control of AMP, without affording to AMP an opportunity as provided by Pennsylvania law for independent consideration of the interests of AMP and the constituencies referred to in Section 1715 of the BCL. 24. Unless an injunction is issued preventing defendants from carrying out their plan and scheme, AMP will be irreparably injured and will have no adequate remedy at law. WHEREFORE, AMP prays that this Court enter judgment against defendants as follows: A. Declaring, pursuant to the Declaratory Judgment Act, 28 U.S.C. section 2201, that AlliedSignal's consent solicitation proposals which are designed to add a majority of AlliedSignal-designated members to the Board of Directors of AMP are contrary to Pennsylvania law; B. Preliminarily and permanently enjoining defendants and all other persons acting in concert with them or on their behalf, directly or indirectly, from: 1. Soliciting consents from AMP shareholders in favor of the proposals described in paragraphs 7, 8 and 9 above; 2. Pursuing the tender offer described in AlliedSignal's Schedule 14D-1 filed with the SEC on August 10, 1998, as subsequently amended, unless full disclosure is made of the matters described in paragraph 19 above; 3. Soliciting consents from AMP shareholders unless full and accurate disclosure has been made of the matters set forth in paragraph 19 above; C. Granting compensatory damages for all injuries suffered by plaintiff as a result of defendants' unlawful conduct; D. Awarding plaintiff the costs and disbursements of this action, including attorneys' fees; and E. Granting plaintiff such other, further and different relief as the Court deems just and proper. /s/ JOHN G. HARKINS, JR. ---------------------------------------- JOHN G. HARKINS, JR. (04441) ELEANOR MORRIS ILLOWAY (40632) GAY PARKS RAINVILLE (53192) STEVEN A. REED (60145) Harkins Cunningham 2800 One Commerce Square 2005 Market Street Philadelphia, PA 19103-7042 (215) 851-6700 and JON A. BAUGHMAN (14043) LAURENCE Z. SHIEKMAN (31290) SALVATORE R. FAIA (52320) SETH A. ABEL (75561) Pepper Hamilton LLP 3000 Two Logan Square 18th & Arch Streets Philadelphia, PA 19103-2799 (215) 981-4000 Attorneys for Defendant AMP Incorporated Dated: August 21, 1998 EX-99 3 EXHIBIT 24 - ANSWER Exhibit 24 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA - - - - - - - - - - - - - - - - - - - ALLIEDSIGNAL INC., : Plaintiff, : v. : C.A. No. 98-CV-4058 (JTG) AMP INCORPORATED, : Defendant. : - - - - - - - - - - - - - - - - - - - ANSWER OF DEFENDANT AMP INCORPORATED Defendant AMP Incorporated ("AMP"), by its attorneys, hereby answers the Complaint for Declaratory and Injunctive Relief (the "Complaint") as follows: FIRST DEFENSE 1. Denies the averments of Paragraph 1 of the Complaint, except admits that AlliedSignal Inc. ("AlliedSignal") has announced that it would launch a tender offer for the stock of AMP at $44.50 per share and that AlliedSignal has brought this action for injunctive and declaratory relief, but denies that it is entitled to any relief. 2. On information and belief, admits the averments of Paragraph 2 of the Complaint. 3. Admits the averments of Paragraph 3 of the Complaint. 4. With respect to the averments of Paragraph 4 of the Complaint, admits that the Court has subject matter jurisdiction but denies that plaintiff has any claim. 5. With respect to the averments of Paragraph 5 of the Complaint, admits that venue lies in this District but denies that plaintiff has any claim. 6. Admits the averments of Paragraph 6 of the Complaint, but avers that Mr. Hudson ultimately spoke to Mr. Bossidy. 7. With respect to the averments of Paragraph 7 of the Complaint, admits that Mr. Bossidy sent a letter dated July 30, 1998 to Mr. Hudson, the contents of which speak for themselves and all characterizations of which are denied. 8. Denies the averments of Paragraph 8 of the Complaint. 9. With respect to the averments of the first sentence of Paragraph 9 of the Complaint, admits that AlliedSignal made an announcement on August 4, 1998 that it would commence an unsolicited tender offer for the stock of AMP at $44.50 per share, which announcement is a writing, the contents of which speak for themselves and all characterizations of which are denied. With respect to the averments of the second sentence of Paragraph 9 of the Complaint, admits that the offer purports to give the shareholders of AMP the opportunity to accept the offer, but is without knowledge or information sufficient to form a belief as to whether AlliedSignal intends to buy any shares tendered. With respect to the third sentence of Paragraph 9 of the Complaint, admits that the offer states that AlliedSignal intends to acquire the remaining shares of AMP in a second-step merger, but denies knowledge or information sufficient to form a belief as to whether AlliedSignal intends to proceed with a second-step merger. 10. To the extent the averments of Paragraph 10 of the Complaint constitute averments of fact, denies the averments. To the extent the averments of Paragraph 10 of the Complaint constitute conclusions of law, no answer is required. 11. With respect to the averments of the first sentence of Paragraph 11 of the Complaint, denies the averments, and further avers that the reasons that AMP Board of Directors has rejected the offer are set forth in the Schedule 14D-9 filed by AMP with the Securities Exchange Commission on August 21, 1998. With respect to the averments of the second sentence of Paragraph 11 of the Complaint, admits that AlliedSignal is preparing to conduct a consent solicitation to gain majority representation on the AMP Board of Directors, but avers that such solicitation would be unlawful. 12-13. With respect to Paragraphs 12 and 13 of the Complaint, admits that AMP has a shareholder rights plan which is a writing, the contents of which speak for themselves and all characterizations of which are denied. 14-17. Denies the averments of Paragraphs 14 through 17 of the Complaint, and further avers that the provision referred to in the Complaint as a "Dead Hand Restriction" no longer appears in AMP's shareholder rights plan. 18. Admits Paragraph 18 of the Complaint. 19-20. With respect to the averments of Paragraphs 19 and 20 of the Complaint, the "Business Combination Statute" speaks for itself and all characterizations of it are denied. 21. Admits the averments of Paragraph 21 of the Complaint. 22. Denies the averments of Paragraph 22 of the Complaint. 23. AMP repeats and incorporates herein by reference Paragraphs 1-22 of this Answer. 24. The averments of Paragraph 24 of the Complaint constitute legal conclusions as to which no answer is required. 25. Denies the averments of Paragraph 25 of the Complaint. 26. AMP repeats and incorporates herein by reference Paragraphs 1-25 of this Answer. 27-30. To the extent the averments of Paragraphs 27 through 30 of the Complaint constitute averments of fact, the averments are denied. To the extent the averments of Paragraphs 27 through 30 of the Complaint constitute conclusions of law, no answer is required. It is further averred that the averments regarding the "Dead Hand Restriction" are moot because that provision no longer appears in AMP's shareholder rights plan. 31. AMP repeats and incorporates herein by reference Paragraphs 1-30 of this Answer. 32-33. To the extent the averments of Paragraphs 32 and 33 of the Complaint constitute averments of fact, the averments are denied. To the extent the averments of Paragraphs 32 and 33 of the Complaint constitute conclusions of law, no answer is required. It is further averred that the averments regarding the "Dead Hand Restriction" are moot because that provision no longer appears in AMP's shareholder rights plan. 34. AMP repeats and incorporates herein by reference Paragraphs 1-33 of this Answer. 35-36. To the extent the averments of Paragraphs 35 and 36 of the Complaint constitute averments of fact, the averments are denied. To the extent the averments of Paragraphs 35 and 36 of the Complaint constitute conclusions of law, no answer is required. It is further averred that the averments regarding the "Dead Hand Restriction" are moot because that provision no longer appears in AMP's shareholder rights plan. 37. AMP repeats and incorporates herein by reference Paragraphs 1-36 of this Answer. 38. To the extent the averments of Paragraph 38 of the Complaint constitute averments of fact, the averments are denied. To the extent the averments of Paragraph 38 of the Complaint constitute conclusions of law, no answer is required. It is further averred that the averments regarding the "Dead Hand Restriction" are moot because that provision no longer appears in AMP's shareholder rights plan. 39. Denies that plaintiff is entitled to any relief. AMP denies that AlliedSignal is entitled to any of the relief sought in Paragraphs A through E of the WHEREFORE clause of the Complaint. SECOND DEFENSE The Complaint and each claim for relief thereof fails to state claims upon which relief may be granted. THIRD DEFENSE Plantiff's claims are barred, in whole or in part, because plaintiff lacks standing. FOURTH DEFENSE AMP's shareholder rights plan has been amended to eliminate the provision referred to in the Complaint as the "Dead Hand Restriction." Accordingly, plaintiff's claims are moot and there is no justiciable controversy between the parties with respect to that provision. WHEREFORE, having fully answered the Complaint, AMP prays for a judgment dismissing the Complaint and each claim for relief thereof with prejudice, and such other, further and different relief to which AMP may be shown to be entitled. /s/ JOHN G. HARKINS, JR. -------------------------------------- JOHN G. HARKINS, JR. (04441) ELEANOR MORRIS ILLOWAY (40632) STEVEN A. REED (60145) DAVID J. CREAGAN (70904) DAVID W. ENGSTROM (76178) Harkins Cunningham 2800 One Commerce Square 2005 Market Street Philadelphia, PA 19103-7042 (215) 851-6700 and JON A. BAUGHMAN (14043) LAURENCE Z. SHIEKMAN (31290) SALVATORE R. FAIA (52320) SETH A. ABEL (75561) Pepper Hamilton LLP 3000 Two Logan Square 18th & Arch Streets Philadelphia, PA 19103-2799 (215) 981-4000 Attorneys for Defendant AMP Incorporated Dated: August 24, 1998 CERTIFICATE OF SERVICE I hereby certify that on August 24, 1998, a true and correct copy of the Answer of AMP Incorporated was served on the following parties by the following means: By Hand Delivery Mary A. McLaughlin Dechert, Price & Rhoads 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 By Federal Express Alexander R. Sussman Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, NY 10004 By Hand Delivery Stuart H. Savett Savett, Frutkin, Podell & Ryan 325 Chestnut Street Suite 700 Philadelphia, PA 19160 By First Class Mail Fred T. Isquith Wolf Haldenstein Adler Freeman & Herz LLP 270 Madison Avenue New York, NY 10016 Stephen D. Ramos Berger & Montague, P.C. 1622 Locust Street Philadelphia, PA 19103 Deborah R. Gross Law Offices of Bernard M. Gross, P.C. 1500 Walnut Street, Sixth Floor Philadelphia, PA 19102 Robert I. Harwood Wechsler Harwood Halebian & Feffer LLP 488 Madison Avenue New York, NY 10022 /s/ JOHN G. HARKINS, JR. ----------------------------------- JOHN G. HARKINS, JR. EX-99 4 EXHIBIT 25 - PRESS RELEASE Exhibit 25 FOR IMMEDIATE RELEASE Contacts: Richard Skaare Dan Katcher / Judith Wilkinson AMP Corporate Communication Abernathy MacGregor Frank 717/592-2323 212/371-5999 Doug Wilburne AMP Investor Relations 717/592-4965 AMP FILES LAWSUIT IN PENNSYLVANIA AGAINST ALLIEDSIGNAL HARRISBURG, Pennsylvania (August 24, 1998) - AMP Incorporated (NYSE: AMP) announced today that it has filed a complaint in the United States District Court for the Eastern District of Pennsylvania against AlliedSignal Inc. (NYSE: ALD) and its wholly owned subsidiary, PMA Acquisition Corp. ("PMA"), seeking declaratory and injunctive relief to prevent AlliedSignal from pursuing its attempt to pack the AMP Board of Directors with AlliedSignal executive officers and directors. As detailed in its complaint, AMP alleges that AlliedSignal's Schedule 14D-1 filed with the Securities and Exchange Commission is false and misleading. In the 14D-1, AlliedSignal fails to disclose that if it were to succeed in placing its representatives on the AMP Board, those representatives would have an irreconcilable conflict of interest. The complaint also alleges, among other things, that AlliedSignal's attempt to pack the AMP Board with persons having a primary loyalty to AlliedSignal would prevent the current members of the AMP Board from fulfilling their fiduciary duties to AMP under Pennsylvania law. Headquartered in Harrisburg, PA, AMP is the world's leading manufacturer of electrical, electronic, fiber-optic and wireless interconnection devices and systems. The Company has 48,300 employees in 53 countries serving customers in the automotive, computer, communications, consumer, industrial and power industries. AMP sales reached $5.75 billion in 1997. # # # AMP and certain other persons named below may be deemed to be participants in the solicitation of revocations of consents in response to AlliedSignal's consent solicitation. The participants in this solicitation may include the directors of AMP (Ralph D. DeNunzio, Barbara H. Franklin, Joseph M. Hixon III, William J. Hudson, Jr., Joseph M. Magliochetti, Harold A. McInnes, Jerome J. Meyer, John C. Morley, Robert Ripp, Paul G. Schloemer and Takeo Shiina); the following executive officers of AMP: Robert Ripp (Chairman and Chief Executive Officer), William J. Hudson (Vice Chairman), James E. Marley (former Chairman), William S. Urkiel (Corporate Vice President and Chief Financial Officer), Herbert M. Cole (Senior Vice President for Operations), Juergen W. Gromer (Senior Vice President, Global Industry Businesses), Richard P. Clark (Divisional Vice President, Global Wireless Products Group), Thomas DiClemente (Corporate Vice President and President, Europe, Middle East, Africa), Rudolf Gassner (Corporate Vice President and President, Global Personal Computer Division), Charles W. Goonrey (Corporate Vice President and General Legal Counsel), John E. Gurski (Corporate Vice President and President, Global Value-Added Operations and President, Global Operations Division), David F. Henschel (Corporate Secretary), John H. Kegel (Corporate Vice President, Asia/Pacific), Mark E. Lang (Corporate Controller), Philippe Lemaitre (Corporate Vice President and Chief Technology Officer), Joseph C. Overbaugh (Corporate Treasurer), Nazario Proietto (Corporate Vice President and President, Global Consumer, Industrial and Power Technology Division); and the following other members of management of AMP: Richard Skaare (Director, Corporate Communication), Douglas Wilburne (Director, Investor Relations) and Mary Rakoczy (Manager, Shareholder Services). As of the date of this communication, none of the foregoing participants individually beneficially own in excess of 1% of AMP's common stock or in the aggregate in excess of 2% of AMP's common stock. AMP has retained Credit Suisse First Boston Corporation ("CSFB") to act as its financial advisor in connection with the AlliedSignal Offer, for which CSFB will receive customary fees, as well as reimbursement of reasonable out-of-pocket expenses. In addition, AMP has agreed to indemnify CSFB and certain related persons against certain liabilities, including certain liabilities under the federal securities laws, arising out of its engagement. CSFB is an investment banking firm that provides a full range of financial services for institutional and individual clients. CSFB does not admit that it or any of its directors, officers or employees is a "participant" as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended, in the solicitation, or that Schedule 14A requires the disclosure of certain information concerning CSFB. In connection with CSFB's role as financial advisor to AMP, CSFB and the following investment banking employees of CSFB may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are stockholders of AMP: Alan Howard, Steven Koch, Scott Lindsay, and Lawrence Hamdan. In the normal course of its business, CSFB regularly buys and sells securities issued by AMP for its own account and for the accounts of its customers, which transactions may result in CSFB and its associates having a net "long" or net "short" position in AMP securities, or option contracts or other derivatives in or relating to such securities. As of August 19, 1998, CSFB had a net long position of 124,466 shares of AMP common stock. -----END PRIVACY-ENHANCED MESSAGE-----