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. 8 AND FINAL AMENDMENT)
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. 8 and Final Amendment 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 1. SECURITY AND ISSUER.
Item 1 paragraph (b) is hereby amended by adding the following paragraph
at the end thereof:
On November 22, 1998, the Company, pursuant to an Agreement and Plan of
Merger, dated November 22, 1998 (the "Merger Agreement"), agreed to enter
into a strategic business combination with Tyco International Ltd, a
Bermuda corporation, whereby an indirect wholly owned subsidiary of Tyco
will merge with and into the Company, with the Company being the surviving
corporation. In connection with the Company's entering into the Merger
Agreement, the Company terminated the Offer without purchasing any Shares
tendered pursuant thereto. The Company issued a press release, a copy of
which is filed herewith as Exhibit (a)(15) and incorporated herein by
reference, informing its shareholders that the Company has entered into the
Merger Agreement and that the Offer has been terminated, without the
Company purchasing any Shares pursuant thereto. All Shares previously
tendered by shareholders will be returned to shareholders in accordance
with the provisions of the Offer. As of the close of business on Friday,
November 20, 1998, 54,672,564 shares of AMP common stock had been tendered
and not withdrawn pursuant to the Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item Description
---- -----------
(a)(15) Form of Press Release issued by the Company dated
November 23, 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 23, 1998
INDEX TO EXHIBITS
Item Description
---- ------------
(a)(15) Form of Press Release issued by the Company dated November 23,
1998.
Exhibit (a)(15)
FOR IMMEDIATE RELEASE
TYCO INTERNATIONAL ANNOUNCES MERGER AGREEMENT
WITH AMP INCORPORATED VALUED AT $11.3 BILLION
-------------------------------------------
BETWEEN $51 AND $55.95 PER SHARE VALUE TO AMP SHAREHOLDERS
---------------------------------------------------
IMMEDIATELY ACCRETIVE TO TYCO SHAREHOLDERS
Hamilton, Bermuda and Harrisburg, Pennsylvania, November 23, 1998 -
Tyco International Ltd. (NYSE-TYC, LSE-TYI, BSX-TYC) (Tyco), a diversified
manufacturing and service company, and AMP Incorporated (NYSE-AMP) (AMP), a
leading manufacturer of electrical, electronic, fiber-optic and wireless
interconnection devices and systems, announced today that the boards of
directors of both companies have unanimously approved a definitive
agreement pursuant to which AMP will merge with a subsidiary of Tyco. This
tax-free, stock-for-stock transaction is valued at $51 per share to the AMP
shareholders, or $11.3 billion, based on Tyco's November 20, 1998 closing
price of $65.0625. Based on that price, AMP shareholders would receive
0.7839 shares of Tyco stock for each share of AMP. The exchange ratio is
subject to a collar as described below and in the accompanying summary.
Based upon the price of Tyco stock, AMP shareholders may receive up to
$55.95 per share. The transaction is expected to be accounted for as a
pooling of interests and will be accretive to Tyco's earnings immediately.
The combination creates a company with a total market
capitalization of approximately $54 billion, with total annual revenues in
excess of $22 billion, and operations in over 80 countries.
AMP, with annual revenues of approximately $5.5 billion, designs,
manufactures and markets a broad range of electronic, electrical and
electro-optic connection devices and an expanding number of interconnection
systems and connector-intensive assemblies. AMP's products have potential
uses wherever an electronic, electrical, computer or telecommunications
system is involved, and are becoming increasingly critical to the
performance of these systems as voice, data, and video communications
converge. The leader in its markets, AMP sells into the consumer and
industrial, communications, automotive and personal computer markets.
"We are bringing to Tyco, by far, the world's largest electronics
connector company with an exceptionally strong market position and the most
respected brand name in the industry. The combination with Tyco provides
AMP a clear path to becoming the lowest cost manufacturer, while providing
attractive margin improvement resulting in double-digit earnings growth and
strong cash flows for the foreseeable future," said L. Dennis Kozlowski,
Tyco's Chairman and Chief Executive Officer. "Additionally, this
transaction meets all of Tyco's previously stated strategies for adding to
our businesses - AMP complements our existing Electrical and Electronic
Components businesses, is the leader in the markets it serves, expands our
global presence in stable industrial markets, and offers opportunities for
sustainable growth. The transaction will provide an immediate positive
earnings contribution to our shareholders," he stated.
Bob Ripp, AMP's Chairman and Chief Executive Officer, said "The
merger with Tyco allows our shareholders to share in the upside potential
of this powerful combination. Tyco, with its track record of growth in both
its core businesses and through acquisitions has the unique ability to
support AMP's market position and growth strategy. We expect the positive
results of AMP's profit improvement plan to be accelerated further by this
strategic combination. Tyco is well-recognized for management strength and
willingness to invest in businesses for growth and manufacturing
productivity. We look forward to joining this exceptional company and
moving forward with Tyco."
Bob Ripp will serve on the Tyco Board of Directors and will
continue as President of AMP. "We are extremely pleased to have Bob and his
team join Tyco's management team," said Dennis Kozlowski.
AMP also announced today that its Board rescinded its authorization
for a self-tender and accordingly terminated its offer to purchase up to 30
million shares of AMP common stock at $55.00 per share. The self-tender
offer was scheduled to expire Wednesday, November 25, 1998. In addition,
AMP will be terminating the Flexitrust which was authorized by the AMP
Board in September and will not issue 25 million additional AMP shares
which were to have been sold to the Flexitrust.
Under the terms of the collar, if Tyco's weighted average stock
price is from $60.00 to $67.00 per share over a 15-day trading period
ending four days prior to AMP's shareholder vote on the merger, AMP
shareholders will receive Tyco stock valued at $51.00 per share. If Tyco's
stock price is from $67.00 to $73.50, over the relevant trading period, AMP
shareholders will receive 0.7612 shares of Tyco stock, resulting in a value
between $51.00 and $55.95 per share. If Tyco's stock price is above $73.50,
AMP shareholders will receive Tyco stock valued at $55.95 per share. If
Tyco's stock price is below $60.00, Tyco can terminate unless AMP exercises
its right to close at the ratio of 0.85 and AMP can terminate unless Tyco
exercises its right to "top up" to $51.00 per share.
Prior to November 6, 1999 AMP would be prohibited from entering
into or approving another transaction unless the Merger Agreement is
terminated under certain limited circumstances as specified in the Merger
Agreement.
The merger is subject to the approval of both companies
shareholders and customary regulatory approvals. The companies anticipate
that the transaction will be completed in the first calendar quarter of
1999.
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.
Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer and installer of fire
protection systems, the largest provider of electronic security services,
the largest manufacturer of flow control valves, and has strong leadership
positions in disposable medical products, plastics and adhesives,
electrical and electronic components and underwater telecommunications
systems. The company operates in more than 80 countries around the world
and has expected fiscal 1999 revenues in excess of $17 billion.
FORWARD LOOKING INFORMATION
Certain statements in this release are "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
All forward looking statements involve risks and uncertainties. In
particular, any statements contained herein regarding the consummation and
benefits of future acquisitions, as well as expectations with respect to
future sales, operating efficiencies and product expansion, are subject to
known and unknown risks, uncertainties and contingencies, many of which are
beyond the control of the Company, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performance or achievements. Factors that might affect such forward looking
statements include, among other things, overall economic and business
conditions, the demand for the Company's goods and services, competitive
factors in the industries in which the Company competes, changes in
government regulation and the timing, impact and other uncertainties of
future acquisitions.
Note to Editors: Today's news release, and other news about Tyco and AMP,
are available on the Internet at the sites HTTP://TYCOINT.COM and
http://www.amp.com.
CONTACTS for TYCO: CONTACTS for AMP:
J. Brad McGee Media: Richard Skaare
Tyco International (US) Inc. (717) 592-2323
Senior Vice President
(603) 778-9700 Investors: Doug Wilburne
(717) 592-4965
# # #
Tyco International Ltd. (NYSE-TYC, LSE-TYI, BSX-TYC)
Announces the Merger with AMP (NYSE-AMP)
Transaction Value: Approximately $11.3 billion.
(based on Tyco's November 20, 1998 closing price
of $65.0625)
Exchange Ratio: TYC share price AMP per share value Exchange Ratio
--------------- ------------------- -------------
Greater than $73.50 Fixed at $55.95 Ratio changes
to maintain
$55.95
$67.00 - $73.50 $51.00 to $55.95 Fixed ratio
of 0.7612
$60.00 to $66.99 Fixed at $51.00 Ratio changes
to maintain
$51.00
Less than $60.00 Tyco can
terminate
unless AMP
exercises its
right to close
at the ratio
of 0.85. AMP
can terminate
unless Tyco
exercises its
right to "top
up" to $51.00.
Anticipated Closing: First calendar quarter of 1999.
Termination Fee: $300 million.
Stock Option: Option to acquire 19.9% of AMP's outstanding shares at
$51.00, although the total profit (including the
termination fee) is capped at $301 million.
Conditions Include: Approval by AMP and TYC shareholders as well as
customary regulatory approvals.
Reimbursable
Expenses: Up to $30 million.
http://www.tycoint.com
http://www.amp.com
