SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No.21)
AMP INCORPORATED
(Name of Subject Company)
AMP INCORPORATED
(Name of Person(s) Filing Statement)
Common Stock, no par value
(including 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
Notice and Communications on Behalf of the Person(s) Filing Statement)
With a 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
This Amendment No.21 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 dated August 21,
1998, as amended (the "Schedule 14D-9"), filed by AMP Incorporated, a
Pennsylvania corporation ("AMP"), in connection with the tender offer by
PMA Acquisition Corporation, a Delaware corporation (the "Purchaser") and
wholly owned subsidiary of AlliedSignal Inc., a Delaware corporation
("AlliedSignal"), to purchase shares of common stock, no par value, of AMP
(the "Common Stock"), including the associated Common Stock Purchase Rights
(the "Rights" and, together with the Common Stock, the "Shares") issued
pursuant to the Rights Agreement, dated as of October 25, 1989, and as
amended on September 4, 1992, August 12, 1998, August 20, 1998 and
September 17, 1998 (the "Rights Agreement"), between AMP and ChaseMellon
Shareholder Services L.L.C., as Rights Agent, at a price of $44.50 per
Share, net to the seller in cash, as disclosed in its Tender Offer
Statement on Schedule 14D-1, dated August 10, 1998, as amended, upon the
terms and subject to the conditions set forth in the Offer to Purchase,
dated August 10, 1998, and as amended on September 14, 1998 and September
21, 1998, and the related Letter of Transmittal.
Unless otherwise indicated, all defined terms used herein shall have
the same meaning as those set forth in the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith:
Exhibit
No. Description
-------- -----------
74 Information posted by AMP on its Intranet on September 28,
1998.
75 Text of a press release issued by AMP on September 28, 1998.
76 Text of a newspaper advertisement published by AMP on
September 29, 1998.
77 Text of a newspaper advertisement published by AMP on
September 29, 1998.
O O O
This document and the exhibits attached hereto contain certain
"forward-looking" statements which AMP believes are within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The safe harbors intended to be created thereby are
not available to statements made in connection with a tender offer and AMP
is not aware of any judicial determination as to the applicability of such
safe harbor to forward-looking statements made in proxy solicitation
materials when there is a simultaneous tender offer. However, shareholders
should be aware that any such forward-looking statements should be
considered as subject to the risks and uncertainties that exist in AMP's
operations and business environment which 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, a copy of which was also filed as Exhibit 19
to the Schedule 14D-9 filed with the SEC. In addition, the realization of
the benefits anticipated from the strategic initiatives will be dependent,
in part, on management's ability to execute its business plans and to
motivate properly the AMP employees, whose attention may have been
distracted by AlliedSignal's tender offers and whose numbers will have been
reduced as a result of these initiatives.
SIGNATURE
After reasonable 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.
Dated: September 29, 1998 AMP Incorporated
By: /s/ Robert Ripp
_______________________
Name: Robert Ripp
Title: Chairman and Chief
Executive Officer
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit
No. Description
------- -----------
74 Information posted by AMP on its Intranet on September 28,
1998.
75 Text of a press release issued by AMP on September 28, 1998.
76 Text of a newspaper advertisement published by AMP on
September 29, 1998.
77 Text of a newspaper advertisement published by AMP on
September 29, 1998.
EXHIBIT 74
THE FOLLOWING INFORMATION WAS POSTED TODAY ON AMP'S INTRANET:
SEPTEMBER 28, 1998
AMP IS MINDFUL OF ITS RESPONSIBILITIES TO CONSTITUENTS
AMP Incorporated has asked the General Assembly to strengthen the
Pennsylvania anti-takeover law. The proposed change 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
sanctioned shareholder meeting, where important decisions can be considered
carefully and properly.
As it now stands, AlliedSignal can stampede AMP shareholders into making a
decision through the mail beginning Oct. 15.
Legislators should know that:
AlliedSignal already prohibits its own shareholders from making key
decisions through the mail. AMP is asking the General Assembly to provide
it with the same protection enjoyed by the New Jersey-based corporate
raider.
AMP is not asking for any delay in the consent solicitation process beyond
the one afforded by the proposed amendment.
AMP is fulfilling its promise to deliver value to shareholders in the near
term. Today AMP announced that it intends to repurchase up to 30 million of
its shares at $55.00 per share in cash. That is substantially more than
AlliedSignal is offering for 20 million AMP shares. AMP's financial
strength and anticipated strong future cash flow allows the company,
through this self-tender offer, to deliver value to shareholders now while
it continues to enhance performance through its Profit Improvement Plan.
In an ad in Sunday's Harrisburg Patriot-News, AlliedSignal made a lot of
statements full of hollow promises to AMP employees. For example,
AlliedSignal made a promise to "all full-time active AMP employees in
Pennsylvania whose annual base wages or salary is up to $50,000" to
maintain their employment for at least one year. However, AlliedSignal
totally omitted any reference to more than 40,000 AMP employees including
thousands in Pennsylvania.
When it comes to the management team best suited for striking a balance
between financial success and corporate responsibility, and for keeping
Pennsylvania jobs in Pennsylvania, AMP is clearly the winner.
PARTICIPANT INFORMATION
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 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.
This document contains certain "forward-looking" statements which AMP
believes are within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. The safe
harbors intended to be created thereby are not available to statements made
in connection with a tender offer and AMP is not aware of any judicial
determination as to the applicability of such safe harbor to forward-
looking statements made in proxy solicitation materials when there is a
simultaneous tender offer. However, shareholders should be aware that any
such forward-looking statements should be considered as subject to the
risks and uncertainties that exist in AMP's operations and business
environment which 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 will be dependent, in part, on management's ability
to execute its business plans and to motivate properly the AMP employees,
whose attention may have been distracted by AlliedSignal's tender offer and
whose numbers will have been reduced as a result of these initiatives.
EXHIBIT 75
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.
EXHIBIT 76
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 with You may be among the one in
AlliedSignal." 10 AMP employees AlliedSignal
commits not to fire in the
first year. Everyone else--look out!
"If you are a Pennsylvania It will probably take about
employee of AMP earning up to one year to figure out which
$50,000, AlliedSignal commits of you AlliedSignal is going to fire.
to maintaining your
employment for at least one
year..."
"This commitment covers all Let's see if anyone notices
full-time, active AMP that AlliedSignal totally
employees in Pennsylvania omitted any reference to more
whose annual base wages or than 40,000 AMP employees,
salary is up to $50,000." including thousands in 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
least 40 hours of training your job or shuts down your
each year--at our expense and plant, maybe we can find
on our time--to help you keep something else for you if
your job skills current and you're willing to pull up
to help you learn new ones." your family and relocate.
"We want to allay your AlliedSignal wants to do
concerns." everything 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.
EXHIBIT 77
ATTENTION AMP SHAREHOLDERS
AMP'S PROFIT IMPROVEMENT PLAN IS IN PLACE AND ALREADY WORKING.
IN FACT, IT'S WORKING SO WELL AND WE'RE SO CONFIDENT
ABOUT AMP'S FUTURE THAT WE'RE MAKING A "DOWN PAYMENT"
TO AMP SHAREHOLDERS AND WE'RE DOING IT NOW.
AMP WILL SHORTLY BEGIN A SELF-TENDER AT
$55.00
PER SHARE IN CASH FOR
30 MILLION SHARES OF AMP STOCK
WE SAID WE DELIVER VALUE AND WE'RE DOING IT NOW.
WITH OUR PROFIT IMPROVEMENT PLAN, WE ARE CONFIDENT THERE IS
MORE TO COME.
DON'T let AlliedSignal capture AMP's future for the benefit of its own
shareholders.
DON'T tender into AlliedSignal's $44.50 partial offer of 20 million
shares. If you have tendered, you can still withdraw your shares if you
act promptly.
DON'T consent to AlliedSignal's six proposals.
September 29, 1998
IMPORTANT
IF YOU HAVE ANY QUESTIONS OR NEED FURTHER INFORMATION, PLEASE CALL:
INNISFREE
M&A INCORPORATED
CALL TOLL FREE: (888) 750-5834 o 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: 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 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.
This advertisement contains certain "forward-looking" statements which AMP
believes are within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. The safe
harbors intended to be created thereby are not available to statements made
in connection with a tender offer and AMP is not aware of any judicial
determination as to the applicability of such safe harbor to
forward-looking statements made in proxy solicitation materials when there
is a simultaneous tender offer. However, shareholders should be aware that
any such forward-looking statements should be considered as subject to the
risks and uncertainties that exist in AMP's operations and business
environment which 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 will be dependent, in part, on management's
ability to execute its business plans and to motivate properly the AMP
employees, whose attention may have been distracted by AlliedSignal's
tender offer and whose numbers will have been reduced as a result of these
initiatives.
