in stock, topping AlliedSignal Inc.'s $9.8 billion hostile bid for the biggest maker of electronic connectors.

AMP investors will get at least $51 a share in stock from Tyco, which makes thousands of products ranging from security systems to industrial valves to surgical staples. The agreement rescues AMP from stockholders irate that the company refused to negotiate with AlliedSignal since its $44.50-a-share cash offer on August 4.

The purchase would be the biggest yet for Tyco, which is best known for its ADT security systems. In the past 19 months it has agreed to spend more than $13.4 billion to expand its four main businesses. Tyco will assume $629 million of AMP debt.

"It really enhances Tyco's electronics business,'' said Lehman Brothers analyst Phua Young.

The transaction also would end one of the nastiest takeover fights in recent years. It pitted AlliedSignal Chairman Lawrence Bossidy against AMP Chairman Robert Ripp, who took the job just weeks after AlliedSignal's offer.

AlliedSignal isn't likely to raise its offer because Bossidy shies away from bidding wars, some analysts said. "AlliedSignal's done,'' said Mike Holten, an analyst at T. Rowe Price, which owned 7.52 million AlliedSignal shares in June.

Tyco said AMP will immediately add to earnings. Tyco expects to "embellish upon'' the cost-cutting measures Ripp announced this year, Chairman L. Dennis Kozlowski said in a conference call with analysts. Ripp, who rejected AlliedSignal's offer as too low, contacted Tyco two weeks ago, Tyco said.

Tyco, which doesn't engage in hostile takeovers, has a history of aiding takeover targets. Last year it stepped in to buy ADT for $7 billion, thwarting a hostile attempt from Western Resources Inc.

AMP will add 12 cents a share to profit for the fiscal year ending in September, Kozlowski said. The acquisition will add 35 cents to 40 cents a share to Tyco's fiscal 2000 earnings and 50 cents to 60 cents in 2001.

Kozlowski called the forecasts "conservative.'' Based on Tyco's closing share price Friday of 65 1/16, AMP shareholders will receive 0.7839 Tyco share per AMP share, or 13 percent more than AMP closing price on Friday. AMP shareholders could get as much as $55.95 a share, depending on the value of Tyco stock before they vote on the acquisition. Some AMP shareholders said the agreement is good enough to forgive management its refusal to negotiate with AlliedSignal.

"I'll take the money and run,'' said Ned Schrems, a portfolio manager at Tom Johnson Investment Management in Oklahoma City, which owns more than 600,000 AMP shares. "I still wouldn't want Mr. Ripp for my best friend.'' Bossidy hasn't been pleased with Ripp either. Bossidy, formerly vice chairman of General Electric Co., said after AMP rejected AlliedSignal's bid that Ripp "has neither the experience nor the track record'' to make investors confident in AMP's restructuring plan.

"It is puzzling that a company in dire operating straits would appoint as CEO someone who had no operating experience prior to this year,'' Bossidy said at the time.

Ripp will continue as AMP's president and join Tyco's board.

Tyco and AMP already know each other. The companies each sell "roughly'' $50 million of product to the other annually, Kozlowski said. After the purchase, Tyco's market capitalisation will be about $54 billion and annual revenue will climb to more than $22 billion. Tyco's executive offices are in Exeter, New Hampshire.

Harrisburg, Pennsylvania-based AMP's board yesterday said it withdrew the offer to buy back as many as 30 million shares of common stock at $55 per share.

The final value of the merger depends upon Tyco's weighted average share price over a 15-day trading period ending four days before AMP's shareholders vote on the merger.

If during the period Tyco shares trade between $60 and $67, AMP shareholders will receive Tyco stock valued at $51 per share. If Tyco shares are between $67 and $73.50, AMP shareholders will receive 0.7612 shares of Tyco stock, resulting in a value between $51 and $55.95 a share.

If Tyco's share price is above $73.50, AMP shareholders will receive Tyco stock valued at $55.95 per share.

Tyco can terminate the acquisition if its stock price drops below $60 during the 15-day period.