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:
FOR IMMEDIATE RELEASE
Contacts:
Richard Skaare Joele Frank / Dan Katcher
AMP Corporate Communication Abernathy MacGregor Frank
717/592-2323 212/371-5999
Doug Wilburne
AMP Investor Relations
717/592-4965
AMP FILES PRELIMINARY CONSENT REVOCATION
MATERIALS WITH SEC
AMP Files Immediately in Response to AlliedSignal's
Filing of Preliminary Consent Solicitation Materials
HARRISBURG, PA, AUGUST 13, 1998 -- AMP Incorporated (NYSE: AMP) today
filed with the SEC preliminary materials to solicit the revocations of
any consents AlliedSignal may receive in its intended solicitation of
AMP shareholders. AMP's filing follows by 24 hours AlliedSignal's
filing of preliminary solicitation materials with the SEC.
While the AMP Board is currently reviewing the AlliedSignal offer, it
firmly believes that AlliedSignal's intended consent solicitation is a
tactic designed to limit the Board's options and flexibility in
evaluating the AlliedSignal offer. The company said, "This tactic is
transparent. Our shareholders fully recognize the importance of
having a Board that is committed to acting in the best interests of AMP
- and not in the best interests of AlliedSignal."
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. IndustryWeek recently named the
company to its list of the "100 Best Managed Companies."
# # #
-more-
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, James E. Marley, Harold A. McInnes, Jerome J.
Meyer, John C. Morley, Paul G. Schloemer and Takeo Shiina); the
following executive officers of AMP: William J. Hudson (Chief
Executive Officer and President), James E. Marley (Chairman), Robert
Ripp (Executive Vice President, Global Businesses), William S. Urkiel
(Corporate Vice President and Chief Financial Officer), Richard P.
Clark (Divisional Vice President, Global Wireless Products Group),
Herbert M. Cole (Corporate Vice President and President, Global
Terminal and Connector Operations), 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), Juergen W. Gromer (Corporate Vice President and
President, Global Automotive Division), 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 of AMP: Douglas Wilburne
(Director, Investor Relations) and Mary Rakoczy (Manager, Shareholder
Services). 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") to
act as its financial advisor in connection with the AlliedSignal
Offer, for which CSFB will receive customary fees, as well as
reimbursement of reasonable out-of-pocket expenses. In addition, AMP
has agreed to indemnify CSFB and certain related persons against
certain liabilities, including certain liabilities under the federal
securities laws, arising out of its engagement. CSFB is an investment
banking firm that provides a full range of financial services for
institutional and individual clients. CSFB does not admit 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 CSFB. 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 H. Howard, Steven
Koch, and Scott Lindsay. In the normal course of its business, CSFB
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 and its associates 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 August 12, 1998, CSFB had a net
long position of 99,766 shares of AMP common stock.
