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
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(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.:
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(4) Date Filed:
September 23, 1998
Fellow AMP Employees:
We have been spending a great deal of time discussing our Profit
Improvement Plan and other initiatives with shareholders and legislative,
business and community leaders. I want to update you about our ongoing
efforts with Pennsylvania legislators.
The focus of our efforts is the passage of legislation that would
essentially 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 proposed legislation will give shareholders and others the opportunity
to be heard, and to vote on a designated date in a fair and open process in
connection with a proposed takeover. In addition, it will eliminate a
shortcut AlliedSignal is using in its attempt to acquire AMP "on the
cheap."
This legislation is just one of the steps we're taking to make sure that we
have the opportunity to realize the benefits of our Profit Improvement
Plan.
Your support in our legislative effort has been critical. The phone calls,
cards and letters to your Pennsylvania legislators are getting results.
For example, on September 21, the Central Pennsylvania Legislative
Republican Caucus voted 20-0 to lobby for the legislation that we have
proposed. This strong endorsement, which would not have been possible
without your help, is an important signal of support for our position. It
is an indication of strong community sentiment for AMP.
In addition, the Susquehanna Township Board of Commissioners recently
passed a resolution supporting our efforts to reject AlliedSignal's hostile
takeover and encouraged several Pennsylvania representatives to join in
their efforts to keep AMP in Pennsylvania.
We continue to press our case with legislators. In our meetings, we
emphasize that we are acting aggressively to implement our Profit
Improvement Plan, which will deliver value to shareholders, employees,
customers, suppliers and communities throughout Pennsylvania.
We also express our sincere appreciation for the help of legislators and
other leaders. On September 22, we thanked our friends and neighbors in
Pennsylvania for their support in an ad, which ran in Central Pennsylvania
newspapers. The ad featured statements of support from U.S. Senator Rick
Santorum and U.S. Representative George Gekas, among others. A copy of the
ad is available on AMPCentral.
As I said, your support has been vital. On Saturday, September 19, more
than 150 AMP supporters met with state Senator Jeff Piccola at the
Senator's town meetings in the Harrisburg area. This followed the
tremendous number of phone calls made the day before by AMP employees to
state legislators.
AMP needs your continued effort because the Pennsylvania General Assembly
has only seven legislative working days, beginning September 28, to act on
our proposed legislation.
Your legislators and their leaders are particularly critical to our
efforts. Their support is needed if the proposed legislation is to be
enacted.
Here's what you can do to help: beginning Thursday, September 24 call your
legislators. Tell them to urge the House leadership to consider our
proposal.
Thanks for your hard work and continued support.
Bob Ripp
Chairman and CEO
Because AlliedSignal has stated that it will initiate a consent
solicitation, the participant information below is required under
Securities and Exchange Commission rules:
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.
