SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 6)
AMP INCORPORATED
(NAME OF ISSUER)
AMP INCORPORATED
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, WITHOUT PAR VALUE
(INCLUDING THE 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) 564-0100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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
OCTOBER 9, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
This Amendment No. 6 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated October 9, 1998, as amended (the
"Schedule 13E-4"), filed by AMP Incorporated, a Pennsylvania corporation
(the "Company"), in connection with AMP's offer to purchase up to
30,000,000 shares of its common stock, without par value (the "Shares"),
including the associated common stock purchase rights (the "Rights"), at a
price of $55 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October
9, 1998 (the "Offer to Purchase"), the supplement thereto, dated November
16, 1998 (the "Supplement"), and the related Letter of Transmittal (which
together with the Offer to Purchase, as amended and supplemented by the
Supplement, and any subsequent amendments or supplements to the Letter of
Transmittal and the Offer to Purchase, shall constitute the "Offer"). A
copy of the Offer to Purchase is filed with the Securities and Exchange
Commission as Exhibit (a)(1) to the Schedule 13E-4 and copies of the
Supplement and the accompanying Letter of Transmittal are filed with the
Securities and Exchange Commission as Exhibits (a)(10) and (a)(11),
respectively, to Amendment No. 5 to the Schedule 13E-4.
Unless otherwise indicated, all defined terms used herein shall have the
same meaning as those set forth in the Offer to Purchase, as the same may
be amended and supplemented from time to time.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER.
Item 3 paragraphs (a)-(j) is hereby amended by supplementing the
description set forth in ''Section 7. Background and Purpose of the Offer;
Certain Effects of the Offer'' of the Offer to Purchase, which is
incorporated herein by reference, by adding the following paragraph at the
end of the text set forth in such section under the caption entitled
"Litigation":
On November 17, 1998, the District Court issued an order stating that it
is inclined to dissolve the injunction, issued on October 8, 1998, which
prohibits AlliedSignal from commencing the Consent Solicitation upon
restoration of jurisdiction to enter an appropriate order. The injunction
remains in place until the case is remanded to the District Court by the
United States Court of Appeals for the Third Circuit and the District Court
thereafter issues an order dissolving the injunction. A copy of the order
issued by the District Court is filed as Exhibit (c)(21) hereto and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item Description
---- -----------
(c)(21) Court Order, entered November 17, 1998 in the United States
District Court for the Eastern District of Pennsylvania in AMP
Incorporated v. AlliedSignal Inc., et al. (Civil Action No.
98-CV-4405) and AlliedSignal v. AMP Incorporated (Civil Action
No. 98-CV-4058).
(c)(22) Form of Press Release issued by the Company dated November 17,
1998.
SIGNATURE
After due 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.
AMP Incorporated
By: /s/ Robert Ripp
__________________________
Name: Robert Ripp
Title: Chairman and
Chief Executive Officer
Dated: November 17, 1998
INDEX TO EXHIBITS
Item Description
---- -----------
(c)(21) Court Order, entered November 17, 1998 in the United States
District Court for the Eastern District of Pennsylvania in AMP
Incorporated v. AlliedSignal Inc., et al. (Civil Action No.
98-CV-4405) and AlliedSignal v. AMP Incorporated (Civil Action
No. 98-CV-4058).
(c)(22) Form of Press Release issued by the Company dated November 17,
1998.
Exhibit (c)(21)
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
- - - - - - - - - - - - - - - - -
AMP INCORPORATED : CIVIL ACTION
v.
:
ALLIED SIGNAL INC., et al. No. 98-4405
:
- - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - -
ALLIED SIGNAL INC. : CIVIL ACTION
v.
:
AMP INCORPORATED No. 98-4058
:
- - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - -
IN RE: AMP SHAREHOLDER : CIVIL ACTION
LITIGATION
: No. 98-4109
- - - - - - - - - - - - - - - - -
ORDER
AND NOW, this 16th day of November 1998, upon consideration of
the evidence presented at the November 4, 1998 hearing and Allied Signal
Inc.'s ("Allied Signal") notice of compliance, by letter of the above date,
the court advises that Allied Signal is in compliance with the court's
October 8, 1998 Order inasmuch as each of the Allied Signal nominees has
now acknowledged that, if elected as an AMP director, there would exist a
fiduciary duty owed solely to AMP that can be discharged, though, only to
the extent that the nominee's simultaneous duty of loyalty to Allied
Signal, which will be adverse on all acquisition related issues, may
permit.
Accordingly, this court is inclined to dissolve the injunction
order of October 8, 1998 and October 21, 1998 as to the consent
solicitation, upon restoration of jurisdiction to enter an appropriate
order.
BY THE COURT:
/s/ James T. Giles
--------------------
JAMES T. GILES, J.
Copies by FAX on _______
to:
Exhibit (c)(22)
FOR IMMEDIATE RELEASE
Contacts:
Richard Skaare Josh Silverman / Joele Frank
AMP Corporate Communication Abernathy MacGregor Frank
717/592-2323 212/371-5999
Doug Wilburne
AMP Investor Relations
717/592-4965
AMP ISSUES STATEMENT
HARRISBURG, Pennsylvania (November 17, 1998) - AMP Incorporated (NYSE: AMP)
released the following statement in response to the issuance of an order
today by the United States District Court for the Eastern District of
Pennsylvania that it is inclined to lift the injunction prohibiting
AlliedSignal from soliciting consents for the purpose of packing AMP's
Board with AlliedSignal's majority slate of its own officers and directors.
The injunction, issued on October 8, 1998, remains in place until the case
is remanded by the Third Circuit Court of Appeals to the District Court and
the District Court thereafter determines to issue an order dissolving the
injunction.
"In order for AlliedSignal to get to the point where the injunction may be
lifted, AlliedSignal's nominees are finally being required to acknowledge
that, if seated as AMP directors, they will have real and serious conflicts
of interest that will prevent them from doing AlliedSignal's business
inside the AMP boardroom."
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 47,000 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), John E. Gurski (Corporate Vice
President, Administration), David F. Henschel (General Counsel and
Corporate Secretary), John H. Kegel (Corporate Vice President,
Asia/Pacific), Mark E. Lang (Corporate Controller), Philippe Lemaitre
(Corporate Vice President, Global Multi-Media Business Group, Chief
Technology Officer), Joseph C. Overbaugh (Corporate Treasurer), Nazario
Proietto (Corporate Vice President, Regional Business Development Group);
and the following other members of management and employees of AMP: Richard
Skaare (Director, Corporate Communication), Douglas Wilburne (Director,
Investor Relations), Suzanne Yenchko (Director, State Government
Relations), Mary Rakoczy (Manager, Shareholder Services), DJ Hiller
(Assistant Manager, Shareholder Services), Melissa E. Witsil
(Communications Assistant) and Janine M. Porr (Senior Executive Assistant).
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") and
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") to act as its
financial advisors in connection with the AlliedSignal Offer, for which
CSFB and DLJ will receive customary fees, as well as reimbursement of
reasonable out-of-pocket expenses. In addition, AMP has agreed to indemnify
CSFB, DLJ and certain related persons against certain liabilities,
including certain liabilities under the federal securities laws, arising
out of their engagement. CSFB and DLJ are investment banking firms that
provide a full range of financial services for institutional and individual
clients. Neither CSFB nor DLJ admits 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 either CSFB or DLJ. 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 connection with DLJ's role as financial advisor to AMP, DLJ and
the following investment banking employees of DLJ may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders of AMP: Douglas V. Brown and
Herald L. Ritch. In the normal course of its business, each of CSFB and
DLJ 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, DLJ or the associates of either of them 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 October 16, 1998, DLJ
held no shares of AMP common stock for its own account and CSFB had a net
long position of 186,631 shares of AMP common stock.
