SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(A)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Consent Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
[ ] Definitive Consent Statement
[X] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
AMP INCORPORATED
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(Name of Registrant as Specified in Its Charter)
ALLIEDSIGNAL INC.
PMA ACQUISITION CORPORATION
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(Name of Person(s) Filing Consent Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11:
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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Preliminary Copy -- Subject to Completion
EXHIBIT I
Contact: Mark Greenberg
(973) 455-5445
ALLIEDSIGNAL OFFER FOR AMP WILL GO FORWARD
MORRIS TOWNSHIP, New Jersey, August 21, 1998 - AlliedSignal Inc.
(NYSE: ALD) today responded to AMP's rejection of its cash tender offer of
$44.50 for all shares of AMP. "AMP's rejection of our offer and refusal
even to meet and negotiate will not deter us from pursuing our offer and
consent solicitation," said Larry Bossidy, Chairman and Chief Executive
Officer of AlliedSignal Inc. "We believe the shareowners will prefer the
certainty of our cash offer, which represents a premium of 55% over what
AMP shares were selling for before our offer, to the uncertainty of AMP's
latest promises to reform.
"AMP has had ample opportunity to restructure and fix the company,"
said Bossidy, "but its ability to change on its own is at best improbable.
AMP's manufacturing and administrative structures are antiquated, its
margins are lower than its competitors, and its market share is eroding,
resulting in plummeting profits and a bleak future for AMP's shareowners,
employees and communities.
"The so-called `profit improvement initiatives' discussed by AMP in
its announcement today represent another in a long series of restructurings
undertaken by AMP over the past two years to cope with the company's
shortcomings." said Bossidy. "These plans have failed in the past and in
our view will fail again inasmuch as the same people and the same culture
have been in place throughout this painful process. Investors' vote of no
confidence in the latest plan can be measured by the decline in AMP's stock
price from $34.81 when the plan was announced in June to $28.13 just before
our offer.
"The new AMP CEO has been part of AMP's management team since 1994 and
admits he is a `principal architect' of these plans," said Bossidy. "He has
neither the experience nor the track record that should give shareowners
confidence that AMP's current restructuring plan will be any more
successful than its previous ones. It is puzzling that a company in dire
operating straits would appoint as CEO someone who had no operating
experience prior to this year.
"The record of AMP announcements over the past three years has been
one of alternating promises of rosy outlooks and reports of disappointing
results coupled with blame placed on Asia and several other factors," said
Bossidy. "AMP's competitors, subject to the same market conditions, have
outperformed AMP. AMP doesn't talk about the real problem -- inept
management.
"Flawed strategies, missed forecasts and failed restructuring efforts
have seriously eroded the value of AMP, and another failure could
eventually threaten its very existence," said Bossidy. "Stories of the
decline of once-great companies are not new to American business, and
history is replete with examples of companies that have been unsuccessful
in fixing themselves from the inside.
"What AMP needs is not a game of musical chairs in the executive
suite, but rather the infusion of a fresh approach by experienced outside
leaders who have demonstrated success," said Bossidy. "During the five
years prior to our offer, AlliedSignal shareowners enjoyed a 142% increase
in their share price, and since the current AlliedSignal management took
office in mid-1991, the share price has more than quintupled. Over the five
years prior to AlliedSignal's offer, AMP shares declined in value by 11%.
"AMP's board should let its shareowners decide whether to accept our
$44.50 offer or risk having their stock return to the $28-to-$29 level it
was at before we announced our offer," said Bossidy. "The AMP board's
actions announced today have not presented its shareowners with any viable
financial alternative to our offer and instead are clearly intended to
prevent AMP shareowners from deciding for themselves whether they wish to
accept our offer.
"We're convinced that a combination of AMP and AlliedSignal is in the
best interests of all the stakeholders of both companies," said Bossidy.
"AMP's announcement today has not diminished our resolve to move forward
aggressively. We're confident that when AMP shareowners tender their shares
to us and support our consent proposals, AMP's board will respect their
wishes and remove all obstacles to negotiating and consummating a
transaction."
Based in Morris Township, New Jersey, AlliedSignal Inc. is an advanced
technology and manufacturing company serving customers worldwide with
aerospace and automotive products, chemicals, fibers, plastics and advanced
materials. Its 1997 sales were $14.5 billion. The company, a component of
the Dow Jones Industrial Average, employs 70,500 people at 300 facilities
in 40 countries. Fortune magazine recently named the company to its lists
of the "Most Admired Companies" and "100 Best Companies To Work For."
Information about AlliedSignal is available on the Internet at
http://www.alliedsignal.com/.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
AlliedSignal Inc. ("AlliedSignal"), PMA 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 three proposals to amend the By-laws of AMP.
The participants in this solicitation may include the directors of
AlliedSignal (Hans W. Becherer, Lawrence A. Bossidy (Chairman of the Board
and Chief Executive Officer), Ann M. Fudge, Paul X. Kelley, Robert P.
Luciano, Robert B. Palmer, Russell E. Palmer, Frederic M. Poses (President
and Chief Operating Officer), Ivan G. Seidenberg, Andrew C. Sigler, John R.
Stafford, Thomas P. Stafford, Robert C. Winters and Henry T. Yang), 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 Robert F. Friel
(Vice President and Treasurer), John W. Gamble, Jr. (Assistant Treasurer),
John L. Stauch (Director, Investor Relations), Robert J. Buckley (Manager,
Investor Relations), G. Peter D'Aloia (Vice President, Planning &
Development) and James V. Gelly (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 without par value 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 ("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 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 holding or
otherwise, in AMP.
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8/21/98
