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)
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(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:
September 11, 1998
Dear [Shareholder Name],
As the new Chairman and Chief Executive Officer of AMP, it is
important to me that you understand AMP's Profit Improvement Plan and our
overall approach to producing greater shareholder value than AlliedSignal's
opportunistic offer in the near, mid and long-term. I am enclosing a copy
of our new analyst presentation. We have made every effort to make it as
informative as possible and I trust that you will find it valuable.
The message is simple WE BELIEVE THAT THE RISK REWARD PROSPECTS OF
POSSIBLY RECEIVING $44.50 IN LATE 1999 ARE INFERIOR TO THE SIGNIFICANT
UPSIDE INHERENT IN AMP'S PROFIT IMPROVEMENT PLAN. Here's a brief
explanation why:
O AMP's Profit Improvement Plan is ahead of schedule, and expected
to generate at least $2.30 EPS in 1999 and at least $3.00 EPS in
2000, yielding significantly more value than $44.50.
O Substantial cost savings from AMP's Profit Improvement Plan will
yield an expected $320 million by 2000, with $205 million in
expected savings in 1999. These savings will come from four
targeted areas, each led by an experienced executive with the
responsibility of achieving a specified portion of those cost
savings.
O The multiples paid by Framatone in the recent Berg transaction
confirm a significantly higher value for AMP than AlliedSignal's
inadequate offer.
O AMP's Profit Improvement Plan is based on cost savings -- so any
upside sales potential is a bonus, with each 1% increase in sales
yielding $0.05 EPS.
O AMP is exploring ways to increase value further in the nearer
term as a down payment on the benefits of our Profit Improvement
Plan.
I look forward to discussing with you over the next several weeks the
details of our Profit Improvement Plan and our specific blueprint for its
successful and rapid implementation.
Sincerely,
Robert Ripp
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: Richard
Skaare (Director, Corporate Communication), Douglas Wilburne (Director,
Investor Relations), Mary Rakoczy (Manager, Shareholder Services), Dorothy
J. Hiller (Assistant Manager, Shareholder Services) and Melissa E. Witsil
(Communications Assistant). 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 1, 1998, DLJ
held no shares of AMP common stock for its own account and CSFB had a net
long position of 118,566 shares of AMP common stock.
This letter contains certain "forward-looking" statements which AMP
Incorporated ("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
