SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant {X}
Filed by a Party other than the Registrant { }
Check the appropriate box:
{ } Preliminary Proxy Statement
{ } Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{ } Definitive Proxy Statement
{ } Definitive Additional Materials
{X} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMP INCORPORATED
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(Name of Registrant as specified in its charter)
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{X} No fee required.
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(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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{ } Check box if any part of the fee is offset as provided by Exchange Act
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statement number, or the Form or Schedule and the date of its filing.
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TEXT OF MATERIALS DISTRIBUTED BY AMP TO ITS EMPLOYEES AND OTHERS:
TO ALL AMP EMPLOYEES
AlliedSignal has tried to get a big public relations splash by claiming
that AMP employees have nothing to worry about if AlliedSignal succeeds in
its hostile effort to take over AMP. But once you examine AlliedSignal's
statements--what they say and what they don't say--we think you'll find
them less than reassuring. We think AlliedSignal's assertions are
misleading and insulting. Here are some of AlliedSignal's statements, and
our translation of what they really mean.
ALLIEDSIGNAL SAYS: OUR TRANSLATION:
"Your employment is safe You may be among the one in 10 AMP
with AlliedSignal." employees AlliedSignal commits not to
fire in the first year. Everyone
else--look out!
"If you are a Pennsylvania It will probably take about one year to
employee of AMP earning up to figure out which of you AlliedSignal is
$50,000, AlliedSignal commits going to fire.
to maintaining your
employment for at least one
year..."
"This commitment covers all Let's see if anyone notices that
full-time, active AMP AlliedSignal totally omitted any
employees in Pennsylvania reference to more than 40,000 AMP
whose annual base wages or employees, including thousands in
salary is up to $50,000." Pennsylvania.
"In addition, AlliedSignal AlliedSignal can just fire
makes the following many of you right away and
commitments to all AMP the rest of you after one
Pennsylvania employees: We year--so why should
will not reduce your current AlliedSignal worry about your
salary and benefit package." salary or benefit package?
"We will provide you with at When AlliedSignal phases out your job
least 40 hours of training or shuts down your plant, maybe we can
each year--at our expense and find something else for you if you're
on our time--to help you keep willing to pull up your family and
your job skills current and relocate.
to help you learn new ones."
"We want to allay your AlliedSignal wants to do everything
concerns." possible so that if AlliedSignal
terminates your employment, it will be
totally unexpected.
WHEN YOU CUT THROUGH ALLIEDSIGNAL'S RHETORIC,
THE MESSAGE IS CLEAR:
ALLIEDSIGNAL DOESN'T REALLY CARE ABOUT YOU.
[AMP LOGO]
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 solicita-tion. 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 Busi-nesses), Richard P. Clark (Divisional Vice President, Global
Wireless Products Group), Thomas DiClemente (Corporate Vice President and
President, Europe, Middle East, Africa), Rudolf Gassner (Corporate Vice
President and President, Global Personal Computer Division), Charles W.
Goonrey (Corporate Vice President and General Legal Counsel), John E.
Gurski (Corporate Vice President and Presi-dent, Global Value-Added
Operations and President, Global Operations Division), David F. Henschel
(Corporate Secretary), John H. Kegel (Corporate Vice President,
Asia/Pacific), Mark E. Lang (Corporate Controller), Philippe Lemaitre
(Corporate Vice President and Chief Technology Officer), Joseph C.
Overbaugh (Corporate Treasurer), Nazario Proietto (Corporate Vice President
and President, Global Consumer, Industrial and Power Technology Division);
and the following other members of management and employees of AMP: Merrill
A. Yohe, Jr. (Vice President, Public Affairs), Richard Skaare (Director,
Corporate Communication), Douglas Wilburne (Director, Investor Relations),
Suzanne Yenchko (Director, State Government Relations), Mary Rakoczy
(Manager, Shareholder Services), Dorothy J. Hiller (Assistant Manager,
Shareholder Services), Melissa E. Witsil (Communica-tions Assistant) and
Janine M. Porr (Executive Secretary). 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 Ex-change 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 September 11, 1998,
DLJ held no shares of AMP common stock for its own account and CSFB had a
net long position of 103,966 shares of AMP common stock.
