SCHEDULE 14A
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The AMP Connection
a daily update for Pennsylvania legislators
SEPTEMBER 23, 1998
MIDSTATE LEGISLATIVE CAUCUS UNANIMOUSLY BACKS
AMP REQUEST
The central Pennsylvania Legislative Republican Caucus voted 20 to 0 Monday
to support a proposal to tighten Pennsylvania's anti-takeover law. AMP
Incorporated thanks the Caucus for their show of support.
Currently, AlliedSignal is trying to take control of AMP by asking
shareowners to act by written consent without a meeting. The proposed
amendment would eliminate this shortcut, which is being used by
AlliedSignal in its unsolicited attempt to acquire AMP. 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.
The vote followed a meeting with AMP's new chairman and chief executive
officer, Bob Ripp. He told lawmakers the amendment would help AMP, which
has been a major employer in Pennsylvania for more than 50 years, have a
fair chance to show that the implementation of its profit improvement plan
is in the best interest of AMP and its constituents.
"It's clear to me that central Pennsylvania legislators are listening to
AMP workers, suppliers, customers and community leaders," Ripp said. "I
think I can speak for all of the 8,000 employees in Pennsylvania and the
thousands of retirees in expressing our thanks. We now need their active
advocacy with legislative leadership. Their calls, e-mails and written
notes have made it clear to the legislators what's at stake for their
constituents, and it's great to be able to count on their help."
Ripp noted that several Caucus members had tough questions, but that in the
end it comes down to whether local AMP management or New Jersey-based
AlliedSignal is best suited to provide jobs in Pennsylvania.
Ripp said the company will continue its briefings with legislators who were
not in yesterday's meeting. He noted that the next steps are to move the
proposal through committee and the full House, then get approval of the
Senate. Finally, the proposal would require the approval of Governor Ridge.
"We feel very good about our progress to date on this effort and even more
importantly on our profit improvement plan," Ripp said. "We still need the
support of the legislative leadership and the Governor, and we hope to earn
their support. Our message to legislators is that AMP has been a major
Pennsylvania employer and taxpayer, and an outstanding corporate citizen
for more than 50 years. AlliedSignal's hostile attempt to take over AMP is
incompatible with what we have meant to Pennsylvania."
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 Bo ston 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.
