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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(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:
TO ALL AMP SHAREHOLDERS:
AT THIS CRITICAL TIME, YOU NEED AND DESERVE
AN INDEPENDENT BOARD WITH UNDIVIDED LOYALTY
AlliedSignal wants to buy AMP, and it stands to reason that they would want
to pay the lowest possible price for your shares. AMP's Board of Directors
has rejected AlliedSignal's inadequate offer and recommends that you not
tender any of your shares.
Allied Signal also wants to more than double the size of your Board-and
"pack" it with 17 new directors who we believe will pursue AlliedSignal's
interests. IT IS CLEAR THAT EVERY ONE OF ALLIEDSIGNAL'S 17 NOMINEES, IF PUT
ON AMP'S BOARD, WOULD HAVE IRRECONCILABLE CONFLICTS OF INTEREST. Here's
why:
o Every one of AlliedSignal's 17 nominees is a director or executive
officer of AlliedSignal-and several of them serve AlliedSignal in
both capacities.
o Not a single one of AlliedSignal's 17 nominees can claim that he or
she would have undivided loyalty to AMP-and every one of them has a
duty of loyalty to AlliedSignal and AlliedSignal's own shareholders
under Delaware law.
o AlliedSignal is indemnifying each of their 17 nominees "to the
fullest extent permitted by Delaware law"-EVEN IF THEY BREACH THEIR
FIDUCIARY DUTIES TO AMP.
o AlliedSignal owns only 100 shares of AMP stock and currently cannot
complete its tender offer until November 1999-yet AlliedSignal wants
to take control of AMP's Board now.
In sharp contrast, AMP has in place an overwhelmingly independent Board of
Directors. You Board, acting solely in the best interests of AMP,
has determined:
THE BEST OPPORTUNITY FOR VALUE IS AMP'S PROFIT IMPROVEMENT PLAN--
NOT ALLIEDSIGNAL'S OPPORTUNISTIC, INADEQUATE BID
o Implementation of the Profit Improvement Plan is now being
accelerated.
o Positive results of the Plan are expected to be reflected in
the fourth quarter
of this year.
o The Plan is expected to generate an operating margin of 13.5% in 1999
with an EPS of at least $2.30, and an operating margin of 16.5% in
2000 with an EPS of at least $3.00.
o We are actively pursuing ways to accelerate the benefits of this Plan
and exploring options to INCREASE VALUE FURTHER IN THE NEARER TERM.
THE PROFIT IMPROVEMENT PLAN IS DESIGNED TO BENEFIT YOU.
DON'T LET ALLIEDSIGNAL CAPTURE OUR FUTURE FOR THE BENEFIT OF ITS OWN
SHAREHOLDERS!
PROTECT YOUR INTERESTS. DON'T TENDER. DON'T CONSENT.
September 8, 1998
IMPORTANT
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE IN WITHDRAWING
ANY SHARES YOU MAY HAVE TENDERED, PLEASE CALL:
INNISFREE M&A INCORPORATED
CALL TOLL FREE: (888) 750-5834
BANKS AND BROKERS CALL COLLECT: (212) 750-5833
[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 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: Richard
Skaare (Director, Corporate Communication), Douglas Wilburne (Director,
Investor Relations), Mary Rakoczy (Manager, Shareholder Services), Dorothy
J. Hiller (Assistant Manager, Shareholder Services) and Melissa E. Witsil
(Communications 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 September 1, 1998, DLJ held no shares of
AMP common stock for its own account and CSFB had a net long position of
118,566 shares of AMP common stock.
The accompanying letter contains certain "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are intended to be covered by the safe harbors created
thereby. Such statements should be considered as subject to risks and
uncertainties that exist in AMP's operations and business environment and
could render actual outcomes and results materially different than
predicted. For a description of some of the factors or uncertainties which
could cause actual results to differ, reference is made to the section
entitled "Cautionary Statements for Purposes of the 'Safe Harbor ' " in
AMP's Annual Report on Form 10-K for the year ended December 31, 1997. In
addition, the realization of the benefits anticipated from the strategic
initiatives described in the accompanying letter will be dependent, in
part, on management's ability to execute its business plans and to motivate
properly the AMP employees, whose attention has been distracted by the
AlliedSignal offer and whose numbers will have been reduced as a result of
these initiatives.
