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
----------------------------
(Name of Registrant as specified in its charter)
----------------------------
(Name of person(s) filing proxy 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:
(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:
(4) Proposed maximum aggregate value of transactions:
(5) Total fee paid.
_____
{ } 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
FOR IMMEDIATE RELEASE
CONTACT: Mark McGaffin John Sipper
Corporate Communication Corporate Communication
717-592-3116 717-592-4542
AMP EMPLOYEES RALLY FOR PENNSYLVANIA'S SUPPORT
"HUNDREDS FILL STATE CAPITOL HALLS TO GET GENERAL ASSEMBLY'S BACKING OF
ANTI-TAKEOVER LEGISLATION."
HARRISBURG, PA (SEPT. 28, 1998) - Hundreds of AMP employees gathered in the
State Capitol today to urge support of the General Assembly in passing
legislation that will help ensure AMP Incorporated stays headquartered in
Pennsylvania.
About 500 employees from throughout central Pennsylvania met with
state legislators to reinforce the importance of supporting an amendment to
the Business Corporation Law that will strengthen AMP's ability to fend off
AlliedSignal Inc.'s unsolicited takeover attempt and keep thousands of jobs
in the commonwealth. Legislator meetings were preceded by a rally in the
Capitol Rotunda.
"This fight starts today," AMP Chairman and CEO Robert Ripp said, "and
we're going to take this thing to the point where we demonstrate why the
value of keeping AMP headquartered in central Pennsylvania is not only
important to our shareholders, but it's very important to all the
communities, all of our employees and all of our suppliers. We want this
legislative process because we think it levels the playing field for
companies like AMP."
On Aug. 4, 1998, AlliedSignal announced its intention to acquire AMP
for $44.50 per share in cash. After careful consideration, the AMP Board of
Directors rejected the offer as inadequate and not in the best interests of
AMP and its various constituencies. AlliedSignal now is attempting to
reverse the AMP Board's decision through a consent solicitation - a
procedure whereby shareholders are asked to sign and return to AlliedSignal
a consent form that would let AlliedSignal get control of AMP's Board
without holding a shareholders' meeting.
The proposed legislation would provide that, for a period of 18 months
following an unsolicited attempt to acquire control of a Pennsylvania
corporation, shareholder action could be taken only at a duly convened
meeting and not by written consent without a meeting. The legislation has
the support of several legislators and Gov. Tom Ridge.
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 48,300 employees in
53 countries serving customers in the automotive, computer, communications,
consumer, industrial and power industries. AMP sales reached $5.75 billion
in 1997. (www.amp.com)
###
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), 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 President, 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 (Communications
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 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 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.
