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:
THE FOLLOWING INFORMATION WAS POSTED TODAY ON AMP'S INTRANET:
WHY SUPPORT THE AMENDMENT PROPOSED BY AMP INCORPORATED
ALLIEDSIGNAL HAS PUBLICLY STATED THAT THE PURPOSE OF ITS CONSENT
SOLICITATION IS TO FORCE AMP'S BOARD TO NEGOTIATE WITH ALLIEDSIGNAL. THIS
CONSENT SOLICITATION IS ABOUT CORPORATE COERCION--NOT ABOUT SHAREHOLDER
RIGHTS. ALLIEDSIGNAL IS SIMPLY USING THE CONSENT PROCESS FOR PURPOSES OF
POWER AND POSITIONING TO FURTHER ITS INTEREST IN TRYING TO BUY AMP FAST AND
CHEAP. IN RESPONSE TO ALLIEDSIGNAL'S TACTIC OF INTIMIDATION, AMP'S BOARD--
CONSISTING OVERWHELMINGLY OF INDEPENDENT "DISINTERESTED" DIRECTORS--HAS
UNDERTAKEN TO SEEK A LEGISLATIVE RESPONSE TO PREVENT THE USE OF THE WRITTEN
CONSENT PROCESS TO SUPPORT A HOSTILE TAKEOVER EFFORT FOR A PERIOD OF TIME.
THE LEGISLATION BENEFITS PENNSYLVANIA AT NO COST
Most battles for a "Fortune 500" global headquarters involve state
subsidies or tax breaks. AMP's initiative involves no financial incentive,
yet a defeat of the legislation could result in serious costs to
Pennsylvania in terms of jobs, community contributions, and loss of taxes.
For example, AlliedSignal pointedly admitted that it will not protect
thousands of AMP employees who earn more than $50,000.
THE AMENDMENT IS NOT AMP-SPECIFIC
AMP wants an amendment that levels the playing field with other
Pennsylvania companies. AlliedSignal has pounced on an old provision in
AMP's charter that pre-dates AMP's incorporation in Pennsylvania to achieve
its hostile takeover without a meeting of shareholders. AMP is asking for
nothing more than any other constituent would ask: that is, legislative
assistance from elected representatives to prevent an injustice. The
legislative initiative, which concerns only consent solicitation during
hostile takeovers, applies to any Pennsylvania corporation that may someday
find itself similarly under attack.
THE LEGISLATION PROVIDES FOR AN ORDERLY PROCESS FOR DECISION-MAKING
Pennsylvania law prohibits consent solicitations unless a company
specifically allows it. Most public companies opt out of consent procedures
for good reason: Shareholder democracy, like any democracy, works best when
people have time to think about issues, meet to discuss them, and then make
a judgement. Annual or special meetings of shareholders are akin to
regular or special elections. To allow an election of directors by 51% of
shareholders responding to a consent solicitation is akin to allowing 51%
of voters to launch petitions for recall votes every day for 90 consecutive
days. At AMP's next Annual Meeting of Shareholders, which will be held no
later than May 1999, any shareholder, even AlliedSignal, may seek
shareholder support to elect an entirely new AMP Board. However, at
AlliedSignal's annual meeting, shareholders cannot vote out its entire
board since the board is staggered -- a typical anti-takeover provision.
AMP SHOULD NOT BE PUNISHED FOR A DECISION IT MADE WHEN
RE-INCORPORATING ALMOST 10 YEARS AGO
When AMP moved its incorporation in 1989 from New Jersey to Pennsylvania,
the Board decided to simplify the process of re-incorporation by keeping
the company's by-laws intact while adding Pennsylvania's shareholder rights
protections. AMP and the people of Pennsylvania should not be penalized
for a decision made almost 10 years ago.
ALLIEDSIGNAL'S CONSENT SOLICITATION IS UNCOMMON
For a long time, people have recognized that it is not a good idea for
public companies to use a consent solicitation for issues like changing
control. AlliedSignal does not allow its shareholders to use consent
solicitations.
THE LEGISLATION IS FRIENDLY TO ALL COMPANY CONSTITUENTS
Pennsylvania is clearly respected for its ability to balance the interests
of shareholders, employees, communities, and others with a stake in a
corporation. Pennsylvania's legislature has recognized that the interests
of takeover artists, arbitrageurs and other short-term stock speculators
are incompatible with the interest of those constituents, and, therefore,
permits Directors of Pennsylvania corporations, when faced with a hostile
takeover attempt, to resist the shrill demand of hostile suitors and stock
speculators. The proposed legislative initiative furthers that goal.
AlliedSignal is focused only on shareholders. Consistent with the
Pennsylvania law, AMP is focused on all constituencies, including
shareholders.
Because AlliedSignal has stated that it will initiate a consent
solicitation, the participant information below is required under
Securities and Exchange Commission rules:
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 25, 1998,
DLJ held no shares of AMP common stock for its own account and CSFB had a
net long position of 132,266 shares of AMP common stock.
