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AMP Files Suit To Thwart Takeover

AMP Inc. is going to federal court, seeking to stop AlliedSignal Inc. from trying to place its representatives on the AMP board as part of a hostile $10 billion takeover attempt.

The lawsuit, disclosed Monday, followed AMP's rejection of the takeover offer last week.

AMP's lawsuit said AlliedSignal made a "false and misleading" filing with the U.S. Securities and Exchange Commission. The suit said AlliedSignal failed to disclose "irreconcilable" conflicts of interest that those directors would have if placed on the AMP board.

AMP, based in Harrisburg, Pa., said the effort by AlliedSignal would prevent current members of the AMP board from carrying out their fiduciary duties to the company under Pennsylvania law.

AlliedSignal spokesman Mark Greenberg said the lawsuit by AMP was "another desperate effort" by AMP management to prevent company shareholders from deciding whether to accept the offer.

Greenberg said the AMP lawsuit was without merit and had been expected.

The AMP board on Friday rejected AlliedSignal's tender offer of $44.50 in cash per share for all AMP's outstanding shares as inadequate.

Earlier this month, AMP accused AlliedSignal of pressuring its 11-member board by urging shareholders to add 17 pro-Allied seats to the AMP board. AMP's board set Oct. 15 for shareholders to make their decision.

AMP is the world's largest manufacturer of electrical, electronic, fiber-optic, and wireless interconnection devices and systems. The company has 48,300 employees in 53 countries. Its sales reached $5.7 billion in 1997.

AlliedSignal, based in Morristown, N.J. had sales last year of $14.5 billion, with 70,500 employees in 40 countries.

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