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AlliedSignal Responds To Latest AMP Maneuver.


MORRIS TOWNSHIP, N.J.--(BUSINESS WIRE)--Sept. 22, 1998--AlliedSignal Inc. (NYSE NYSE

See: New York Stock Exchange
:ALD ALD
abbr.
adrenoleukodystrophy


ALD,
n.pr See adrenoleukodystrophy.


ALD

aldolase.
) announced today that once again AMP Incorporated (NYSE:AMP) has violated its shareholders rights by seeking to delay a shareholder decision on AlliedSignal's amended consent solicitation Consent Solicitation

A solicitation by one party to the stakeholders of a particular security for the consent of a material change.

Notes:
Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with
 proposal by a month.

AlliedSignal sees no reason for its initial consent solicitation and its amended consent solicitation to have separate record dates. AlliedSignal intends to seek immediate judicial relief so that record date for both proposals is October 15, 1998.

AlliedSignal's initial consent solicitation had a record date set for October 15, 1998. On September 18, 1998, AlliedSignal amended its consent solicitation in response to AMP's manipulation of its poison pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts.

The poison pill is a defensive strategy used against corporate takeovers.
 provision. Today, AMP again attempted to block its shareholders from responding to AlliedSignal's cash offer of $44.50 a share by delaying the record date for the amended consent solicitation by one month to November 15, 1998.

AlliedSignal is an advanced technology and manufacturing company serving customers worldwide with aerospace and automotive products, chemicals, fibers, plastics and advanced materials. The company employs 70,500 people worldwide. AlliedSignal is a component of the Dow Jones Industrial Average Dow Jones Industrial Average

The best known U.S. index of stocks. A price-weighted average of 30 actively traded blue-chip stocks, primarily industrials including stocks that trade on the New York Stock Exchange.
 and Standard and Poor's Noun 1. Standard and Poor's - a broadly based stock market index
Standard and Poor's Index
 500 Index, and it is included in Fortune magazine's lists of the "Most Admired Companies" and "100 Best Places to Work in America." Additional information on the company is available on the World Wide Web at http://www.alliedsignal.com/. CERTAIN INFORMATION CONCERNING PARTICIPANTS

AlliedSignal Inc. ("AlliedSignal"), PMA PMA (papillary-marginal-attached),
n a system of epidemiologic scoring of periodontal disease devised by Schour and Massler in which the symbols denote the areas involved in gingival inflammation.

PMA Progressive muscular atrophy
 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 Hans W. Becherer (1935 - ) received his undergraduate education at Trinity College (Connecticut) and his MBA from Harvard. He became president of Deere & Company in 1987 and led the Company as CEO from 1989 to 2000 following the financial farm crisis of the 1980s. , Lawrence A. Bossidy (Chairman of the Board and Chief Executive Officer), Ann M. Fudge, Paul X. Kelley General Paul Xavier Kelley (born November 11, 1928) was the Twenty-eighth Commandant of the United States Marine Corps, from 1 July 1983 to 30 June 1987. Biography
Paul Kelley was born on November 11, 1928 in Boston, Massachusetts.
, Robert P. Luciano, Robert B. Palmer, Russell E. Palmer, Frederic M. Poses (President and Chief Operating Officer Chief Operating Officer (COO)

The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president.
), Ivan G. Seidenberg, Andrew C. Sigler, John R. Stafford, Thomas P. Stafford, Robert C. Winters and Henry T. Yang Henry T. Yang is the Chancellor of the University of California, Santa Barbara. Appointed in 1994, he is the fifth chancellor of the university. He also holds a professorship in the Department of Mechanical Engineering. He had held the post of Neil A. ), 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 Investor relations

The process by which the corporation communicates with its investors.
), Robert J. Buckley (Manager, Investor Relations), G. Peter D'Aloia (Vice President, Planning & Development) Mary Elizabeth Pratt (Assistant General Counsel) and James V. Gelly Gel´ly   

n. 1. Jelly.

Noun 1. gelly - a type of dynamite in which the nitroglycerin is absorbed in a base of wood pulp and sodium or potassium nitrate
gelignite
 (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 (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 ("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 prom·ul·gate  
tr.v. prom·ul·gat·ed, prom·ul·gat·ing, prom·ul·gates
1. To make known (a decree, for example) by public declaration; announce officially. See Synonyms at announce.

2.
 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.
COPYRIGHT 1998 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1998, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Sep 22, 1998
Words:879
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