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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)
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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
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This Amendment No.14 amends and supplements the
Solicitation/Recommendation Statement of 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 28, 1989, and as
amended on September 4, 1992, August 12, 1998 and August 20, 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 September 14, 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
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50 Text of a presentation slide prepared by AMP.
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 AMP's 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 the AlliedSignal Offer 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 16, 1998 AMP Incorporated
By:/s/ Robert Ripp
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Name: Robert Ripp
Title: Chairman and Chief
Executive Officer
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit
No. Description
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50 Text of a presentation slide prepared by AMP.
Exhibit 50
Management's Financial Plan*
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Dollars in Millions, Except per Share Data
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'98 - '99
1998E 1999E Change 2000E
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Revenues $5,615 $5,727 $112 $6,128
Cost/Expenses $5,072 $4,954 $(118)** $1,011
Operating Income $543 $773 $230 $1,011
Margin% 9.7% 13.5% 16.5%
Net Income $340 $505 $660
EPS $1.55 $2.30 $3.00
Revenue Growth 2.0% 7.0%
EPS Growth 48.4% 30.4%
[AMP LOGO]
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* Based on completed status to date of the Profit Improvement actions.
Management anticipates that it is likely that the 1999 and 2000
estimates will be revised upward in the near term based on new
initiatives and refined estimates of actions currently in progress.
** Profit Improvement Plan delivers at least $205 million of hard cost
savings in 1999.
