SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No.2)
----------------
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) 574-0100
(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
This Amendment No. 2 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 all of the issued and outstanding 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, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated
August 10, 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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Subsection (f) of Item 8 is hereby amended by adding the following
paragraphs at the end thereof:
On August 21, 1998, AMP filed a complaint in the United States
District Court for the Eastern District of Pennsylvania against
AlliedSignal and the Purchaser (AMP Incorporated v. AlliedSignal
Corporation, et al., Civil Action No. 98-CV-4405). The complaint seeks
declaratory and injunctive relief to prevent AlliedSignal from pursuing its
attempt to pack the AMP Board of Directors with AlliedSignal executive
officers and directors who would have an irreconcilable conflict of
interest were they to serve as directors of AMP. The complaint alleges that
the Schedule 14D-1 filed by AlliedSignal and the Purchaser with the
Securities and Exchange Commission is false and misleading because it fails
to disclose that AlliedSignal's representatives on the AMP Board of
Directors would have a conflict of interest and how AlliedSignal would
propose to deal with such conflict, and that AlliedSignal's attempt to pack
the Board would prevent the current members of the Board from fulfilling
their fiduciary duties to AMP under Pennsylvania law. A copy of the
complaint is filed as Exhibit 23 hereto and is incorporated herein by
reference, and the foregoing is qualified in its entirety by reference to
such exhibit.
On August 24, 1998, AMP filed its answer to the complaint which was
filed by AlliedSignal on August 4, 1998 in the United States District Court
for the Eastern District of Pennsylvania. In its answer, AMP denies that
AlliedSignal is entitled to any relief under its complaint and raises
several affirmative defenses. A copy of the answer is filed as Exhibit 24
hereto and is incorporated herein by reference, and the foregoing is
qualified in its entirety by reference to such exhibit.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith:
Exhibit
No. Description
------- -----------
23 Complaint filed in the United States District Court for
the Eastern District of Pennsylvania in AMP Incorporated
v. AlliedSignal Corporation, et al. (Civil Action No.
98-CV-4405).
24 Answer to complaint filed in the United States District
Court for the Eastern District of Pennsylvania in
AlliedSignal Corporation v. AMP Incorporated (Civil
Action No. 98-CV-4058).
25 Text of a press release issued by AMP, dated August
24, 1998.
o o o
This document and the exhibits attached hereto may contain certain
"forward-looking" statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act,
which are intended to be covered by the safe harbors created thereby. Such
statements should be considered as subject to risks and uncertainties that
exist in AMP's operations and business environment and 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 is filed as Exhibit 19 to
the Schedule 14D-9.
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: August 24, 1998 AMP Incorporated
By: /s/ Robert Ripp
----------------------------
Name: Robert Ripp
Title: Chairman and Chief
Executive Officer
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit
No. Description
-------- -----------
23 Complaint filed in the United States District Court for
the Eastern District of Pennsylvania in AMP Incorporated
v. AlliedSignal Corporation, et al. (Civil Action No.
98-CV-4405).
24 Answer to complaint filed in the United States District
Court for the Eastern District of Pennsylvania in
AlliedSignal Corporation v. AMP Incorporated (Civil
Action No. 98-CV-4058).
25 Text of a press release issued by AMP, dated August
24, 1998.
Exhibit 23
UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
______________________________
:
AMP INCORPORATED, :
a Pennsylvania Corporation, :
P.O. Box 3608 :
Harrisburg, PA 17105, :
:
Plaintiff, :
:
v. : C.A. No. 98-CV-4405
:
ALLIEDSIGNAL CORPORATION, :
a Delaware Corporation, :
P.O. Box 3000 :
Morristown, NJ, 07962-2496, :
:
and :
:
PMA ACQUISITION CORPORATION, :
a Delaware Corporation, :
P.O. Box 3000 :
Morristown, NJ 07962-2496, :
:
Defendants. :
______________________________:
COMPLAINT FOR
DECLARATORY AND INJUNCTIVE RELIEF
Plaintiff, AMP Incorporated ("AMP"), by its undersigned counsel, as
and for its Complaint, alleges upon knowledge with respect to itself and
its own acts and with respect to those matters communicated to it or filed
by defendants with the Securities and Exchange Commission, and upon
information or belief as to all other matters, as follows:
1. AMP is a Pennsylvania corporation with its principal place
of business in Harrisburg, Pennsylvania. It is a registered corporation
within the meaning of Section 2502 of the Pennsylvania Business Corporation
Law ("BCL").
2. Defendant AlliedSignal Corporation ("AlliedSignal") is a
Delaware corporation with its principal place of business in Morristown,
New Jersey.
3. Defendant PMA Acquisition Corporation ("PMA") is a Delaware
corporation with its principal place of business in Morristown, New Jersey.
It is a wholly-owned subsidiary of AlliedSignal.
4. This Court has jurisdiction over this action pursuant to 28
U.S.C. sections 1331, 1332 and 1367. The amount in controversy is in
excess of $75,000, exclusive of interest and cost. Venue is proper under
28 U.S.C. section 1391(b) and (c). The Court is empowered to grant
declaratory relief under 28 U.S.C. section 2201 because there is a case of
actual controversy among the parties.
5. On August 4, 1998, AlliedSignal announced that it would
launch an unsolicited tender offer for all of the common stock of AMP. On
August 10, 1998, AlliedSignal and PMA filed a Tender Offer Statement on
Schedule 14D-1 with the Securities and Exchange Commission ("SEC") setting
forth the terms of the tender offer and other information.
6. On August 12, 1998, AlliedSignal announced that it would
conduct a consent solicitation among AMP shareholders, seeking consent to
five proposals, and that it was filing preliminary materials with the SEC
in connection with the solicitation.
7. The AMP Board of Directors presently consists of eleven
directors. Proposal Number 1 of the AlliedSignal proposals is that Section
2.2 of AMP's bylaws be amended to fix the number of directors at twenty-
eight and that Section 2.2 no longer be subject to amendment or repeal
except by approval of shareholders of AMP holding a majority of AMP's
outstanding voting shares.
8. Proposal Number 2 of the AlliedSignal proposals seeks to
amend Section 2.4 of AMP's bylaws to provide that vacancies on the Board
created as a result of a shareholder amendment to the bylaws may be filled
only with the approval of shareholders of AMP holding a majority of AMP's
outstanding voting shares and that this amendment be further amended or
repealed only with the approval of shareholders of AMP holding a majority
of AMP's outstanding voting shares.
9. Proposal Number 4 seeks the election, as directors of AMP,
of seventeen officers and directors of AlliedSignal.
10. The purpose and intent of these proposals is to pack the AMP
Board with a majority of AlliedSignal nominees so as to permit passage by a
majority of the AMP Board of various resolutions necessary to facilitate
the AlliedSignal takeover of AMP, either through the tender offer or
through a merger.
11. In fact, AlliedSignal has stated in a filing with the SEC
that its seventeen nominees to the AMP Board "are committed to facilitating
AlliedSignal's $44.50 cash tender offer for all AMP shares . . . ."
12. Under Section 1712 of the BCL, directors of a Pennsylvania
corporation owe a fiduciary duty to the corporation, rather than to
shareholders. Under Section 1715 of the BCL, directors of a Pennsylvania
corporation, in considering the interest of the corporation, may take into
account the effect of any corporate action upon the corporation's
employees, customers and suppliers, the communities in which the
corporation has facilities, the stockholders and the creditors of the
corporation. Moreover, the directors of a Pennsylvania corporation are
permitted to take into account, as they deem appropriate, the short-term
and long-term interests of the corporation, including benefits that may
accrue to the corporation from its long-term plans and the possibility that
these interests may be best served by the continued independence of the
corporation, as well as other factors. Id.
13. The directors of a Pennsylvania corporation are also given
very broad discretion, subject to their discharge of their fiduciary
obligations, in establishing anti-takeover measures, including rights
plans, see BCL, section 2513, and are under no obligation to redeem rights
under a rights plan on account of a tender offer or other attempt by a
third party to gain control of the corporation. See BCL, section 1715.
14. Moreover, the BCL provides broad anti-takeover protection,
independent of any rights plan or other measure adopted by a Pennsylvania
corporation. See BCL, sections 2541, et seq. The policy behind these
provisions is to insure protection against change of control transactions
that afford too little opportunity for the board of directors to consider
the interests of the corporation and its constituencies.
15. Under Delaware law, the officers and directors of
AlliedSignal owe a fiduciary duty to AlliedSignal and its shareholders to
maximize the benefits which accrue to the corporation from any corporate
action. In making the decision to launch an unsolicited tender offer for
AMP stock and to attempt to gain control of AMP on terms fixed by
AlliedSignal, the officers and directors of AlliedSignal have apparently
concluded that such actions, and the terms and conditions upon which they
are premised, are in the best interests of AlliedSignal and its
shareholders.
16. If the seventeen AlliedSignal nominees to AMP's Board were
elected, they could not fulfill their fiduciary duties both to AlliedSignal
and its shareholders and to AMP, in the latter case in the manner as
required by the BCL. The inherent conflict of interest is apparent because
the AlliedSignal officers and directors have already determined that AMP
should be combined with AlliedSignal on stated terms and conditions, and
that the rights under AMP's rights plan should be redeemed, that AMP should
opt out of certain protection afforded to it by the BCL and that AMP should
facilitate AlliedSignal's acquisition of control over AMP. While committed
to this course of action on behalf of AlliedSignal, the AlliedSignal
nominees could not fully and completely discharge their fiduciary duty to
AMP.
FIRST CLAIM FOR RELIEF
17. Plaintiff repeats and realleges the averments of Paragraphs
1 through 16 above.
18. Defendants' tender offer and its consent solicitation are
subject to the requirements of Section 14 of the Securities Exchange Act of
1934, and the rules adopted by the SEC thereunder.
19. Defendants' tender offer statement on Schedule 14D-1 is
false and misleading because it fails to disclose the unlawful nature of
defendants' plan to pack the AMP Board, and the manner in which such plan
would bring about inherent conflicts of interest and would render
impossible independent consideration of the interests of AMP as required by
the BCL. Further, it fails to disclose the manner in which, if at all,
defendants would propose to reconcile the interests of AMP with those of
AlliedSignal, for example, the interest that AMP might have in remaining
independent, the interest AMP might have in a business combination with an
entity other than AlliedSignal, the interest that AMP might have in a
business combination on different terms and conditions than those proposed
by defendants and the interests which AMP might have in, and might wish to
protect, with respect to employees, customers, suppliers and communities in
which it has facilities.
20. Until and unless full disclosure is made by defendants,
their tender offer and consent solicitation should be enjoined since,
otherwise, AMP would be irreparably injured and would have no adequate
remedy at law.
SECOND CLAIM FOR RELIEF
21. Plaintiff repeats and realleges the averments of Paragraphs
1 through 20 above.
22. By attempting to pack the Board of Directors of AMP with
persons with a primary loyalty to AlliedSignal and, under the
circumstances, interests which are inherently in conflict with those of
AMP, AlliedSignal and PMA are seeking to render it impossible for the
present duly elected directors of AMP to discharge their fiduciary
obligations to AMP and to fulfill their responsibilities under the BCL.
23. If permitted to carry out their plan and scheme, defendants
will be able to seize control of AMP, without affording to AMP an
opportunity as provided by Pennsylvania law for independent consideration
of the interests of AMP and the constituencies referred to in Section 1715
of the BCL.
24. Unless an injunction is issued preventing defendants from
carrying out their plan and scheme, AMP will be irreparably injured and
will have no adequate remedy at law.
WHEREFORE, AMP prays that this Court enter judgment against
defendants as follows:
A. Declaring, pursuant to the Declaratory Judgment Act, 28
U.S.C. section 2201, that AlliedSignal's consent solicitation proposals
which are designed to add a majority of AlliedSignal-designated members to
the Board of Directors of AMP are contrary to Pennsylvania law;
B. Preliminarily and permanently enjoining defendants and all
other persons acting in concert with them or on their behalf, directly or
indirectly, from:
1. Soliciting consents from AMP shareholders in favor of
the proposals described in paragraphs 7, 8 and 9 above;
2. Pursuing the tender offer described in AlliedSignal's
Schedule 14D-1 filed with the SEC on August 10, 1998, as subsequently
amended, unless full disclosure is made of the matters described in
paragraph 19 above;
3. Soliciting consents from AMP shareholders unless full
and accurate disclosure has been made of the matters set forth in paragraph
19 above;
C. Granting compensatory damages for all injuries suffered by
plaintiff as a result of defendants' unlawful conduct;
D. Awarding plaintiff the costs and disbursements of this
action, including attorneys' fees; and
E. Granting plaintiff such other, further and different relief
as the Court deems just and proper.
/s/ JOHN G. HARKINS, JR.
----------------------------------------
JOHN G. HARKINS, JR. (04441)
ELEANOR MORRIS ILLOWAY (40632)
GAY PARKS RAINVILLE (53192)
STEVEN A. REED (60145)
Harkins Cunningham
2800 One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7042
(215) 851-6700
and
JON A. BAUGHMAN (14043)
LAURENCE Z. SHIEKMAN (31290)
SALVATORE R. FAIA (52320)
SETH A. ABEL (75561)
Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, PA 19103-2799
(215) 981-4000
Attorneys for Defendant
AMP Incorporated
Dated: August 21, 1998
Exhibit 24
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
- - - - - - - - - - - - - - - - - - -
ALLIEDSIGNAL INC., :
Plaintiff, :
v. : C.A. No. 98-CV-4058 (JTG)
AMP INCORPORATED, :
Defendant. :
- - - - - - - - - - - - - - - - - - -
ANSWER OF
DEFENDANT AMP INCORPORATED
Defendant AMP Incorporated ("AMP"), by its attorneys, hereby
answers the Complaint for Declaratory and Injunctive Relief (the
"Complaint") as follows:
FIRST DEFENSE
1. Denies the averments of Paragraph 1 of the Complaint, except
admits that AlliedSignal Inc. ("AlliedSignal") has announced that it would
launch a tender offer for the stock of AMP at $44.50 per share and that
AlliedSignal has brought this action for injunctive and declaratory relief,
but denies that it is entitled to any relief.
2. On information and belief, admits the averments of Paragraph
2 of the Complaint.
3. Admits the averments of Paragraph 3 of the Complaint.
4. With respect to the averments of Paragraph 4 of the
Complaint, admits that the Court has subject matter jurisdiction but denies
that plaintiff has any claim.
5. With respect to the averments of Paragraph 5 of the
Complaint, admits that venue lies in this District but denies that
plaintiff has any claim.
6. Admits the averments of Paragraph 6 of the Complaint, but
avers that Mr. Hudson ultimately spoke to Mr. Bossidy.
7. With respect to the averments of Paragraph 7 of the
Complaint, admits that Mr. Bossidy sent a letter dated July 30, 1998 to Mr.
Hudson, the contents of which speak for themselves and all
characterizations of which are denied.
8. Denies the averments of Paragraph 8 of the Complaint.
9. With respect to the averments of the first sentence of
Paragraph 9 of the Complaint, admits that AlliedSignal made an announcement
on August 4, 1998 that it would commence an unsolicited tender offer for
the stock of AMP at $44.50 per share, which announcement is a writing, the
contents of which speak for themselves and all characterizations of which
are denied. With respect to the averments of the second sentence of
Paragraph 9 of the Complaint, admits that the offer purports to give the
shareholders of AMP the opportunity to accept the offer, but is without
knowledge or information sufficient to form a belief as to whether
AlliedSignal intends to buy any shares tendered. With respect to the third
sentence of Paragraph 9 of the Complaint, admits that the offer states that
AlliedSignal intends to acquire the remaining shares of AMP in a
second-step merger, but denies knowledge or information sufficient to form
a belief as to whether AlliedSignal intends to proceed with a second-step
merger.
10. To the extent the averments of Paragraph 10 of the
Complaint constitute averments of fact, denies the averments. To the extent
the averments of Paragraph 10 of the Complaint constitute conclusions of
law, no answer is required.
11. With respect to the averments of the first sentence of
Paragraph 11 of the Complaint, denies the averments, and further avers that
the reasons that AMP Board of Directors has rejected the offer are set
forth in the Schedule 14D-9 filed by AMP with the Securities Exchange
Commission on August 21, 1998. With respect to the averments of the second
sentence of Paragraph 11 of the Complaint, admits that AlliedSignal is
preparing to conduct a consent solicitation to gain majority representation
on the AMP Board of Directors, but avers that such solicitation would be
unlawful.
12-13. With respect to Paragraphs 12 and 13 of the Complaint,
admits that AMP has a shareholder rights plan which is a writing, the
contents of which speak for themselves and all characterizations of which
are denied.
14-17. Denies the averments of Paragraphs 14 through 17 of the
Complaint, and further avers that the provision referred to in the
Complaint as a "Dead Hand Restriction" no longer appears in AMP's
shareholder rights plan.
18. Admits Paragraph 18 of the Complaint.
19-20. With respect to the averments of Paragraphs 19 and 20 of
the Complaint, the "Business Combination Statute" speaks for itself and all
characterizations of it are denied.
21. Admits the averments of Paragraph 21 of the Complaint.
22. Denies the averments of Paragraph 22 of the Complaint.
23. AMP repeats and incorporates herein by reference Paragraphs
1-22 of this Answer.
24. The averments of Paragraph 24 of the Complaint constitute
legal conclusions as to which no answer is required.
25. Denies the averments of Paragraph 25 of the Complaint.
26. AMP repeats and incorporates herein by reference Paragraphs
1-25 of this Answer.
27-30. To the extent the averments of Paragraphs 27 through 30
of the Complaint constitute averments of fact, the averments are denied. To
the extent the averments of Paragraphs 27 through 30 of the Complaint
constitute conclusions of law, no answer is required. It is further averred
that the averments regarding the "Dead Hand Restriction" are moot because
that provision no longer appears in AMP's shareholder rights plan.
31. AMP repeats and incorporates herein by reference Paragraphs
1-30 of this Answer.
32-33. To the extent the averments of Paragraphs 32 and 33 of
the Complaint constitute averments of fact, the averments are denied. To
the extent the averments of Paragraphs 32 and 33 of the Complaint
constitute conclusions of law, no answer is required. It is further averred
that the averments regarding the "Dead Hand Restriction" are moot because
that provision no longer appears in AMP's shareholder rights plan.
34. AMP repeats and incorporates herein by reference Paragraphs
1-33 of this Answer.
35-36. To the extent the averments of Paragraphs 35 and 36 of
the Complaint constitute averments of fact, the averments are denied. To
the extent the averments of Paragraphs 35 and 36 of the Complaint
constitute conclusions of law, no answer is required. It is further averred
that the averments regarding the "Dead Hand Restriction" are moot because
that provision no longer appears in AMP's shareholder rights plan.
37. AMP repeats and incorporates herein by reference Paragraphs
1-36 of this Answer.
38. To the extent the averments of Paragraph 38 of the
Complaint constitute averments of fact, the averments are denied. To the
extent the averments of Paragraph 38 of the Complaint constitute
conclusions of law, no answer is required. It is further averred that the
averments regarding the "Dead Hand Restriction" are moot because that
provision no longer appears in AMP's shareholder rights plan.
39. Denies that plaintiff is entitled to any relief.
AMP denies that AlliedSignal is entitled to any of the relief
sought in Paragraphs A through E of the WHEREFORE clause of the Complaint.
SECOND DEFENSE
The Complaint and each claim for relief thereof fails to state
claims upon which relief may be granted.
THIRD DEFENSE
Plantiff's claims are barred, in whole or in
part, because plaintiff lacks standing.
FOURTH DEFENSE
AMP's shareholder rights plan has been amended to eliminate the
provision referred to in the Complaint as the "Dead Hand Restriction."
Accordingly, plaintiff's claims are moot and there is no justiciable
controversy between the parties with respect to that provision.
WHEREFORE, having fully answered the Complaint, AMP prays for a
judgment dismissing the Complaint and each claim for relief thereof with
prejudice, and such other, further and different relief to which AMP may be
shown to be entitled.
/s/ JOHN G. HARKINS, JR.
--------------------------------------
JOHN G. HARKINS, JR. (04441)
ELEANOR MORRIS ILLOWAY (40632)
STEVEN A. REED (60145)
DAVID J. CREAGAN (70904)
DAVID W. ENGSTROM (76178)
Harkins Cunningham
2800 One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7042
(215) 851-6700
and
JON A. BAUGHMAN (14043)
LAURENCE Z. SHIEKMAN (31290)
SALVATORE R. FAIA (52320)
SETH A. ABEL (75561)
Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, PA 19103-2799
(215) 981-4000
Attorneys for Defendant
AMP Incorporated
Dated: August 24, 1998
CERTIFICATE OF SERVICE
I hereby certify that on August 24, 1998, a true and correct
copy of the Answer of AMP Incorporated was served on the following parties
by the following means:
By Hand Delivery
Mary A. McLaughlin
Dechert, Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
By Federal Express
Alexander R. Sussman
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
By Hand Delivery
Stuart H. Savett
Savett, Frutkin, Podell & Ryan
325 Chestnut Street
Suite 700
Philadelphia, PA 19160
By First Class Mail
Fred T. Isquith
Wolf Haldenstein Adler Freeman & Herz LLP
270 Madison Avenue
New York, NY 10016
Stephen D. Ramos
Berger & Montague, P.C.
1622 Locust Street
Philadelphia, PA 19103
Deborah R. Gross
Law Offices of Bernard M. Gross, P.C.
1500 Walnut Street, Sixth Floor
Philadelphia, PA 19102
Robert I. Harwood
Wechsler Harwood Halebian & Feffer LLP
488 Madison Avenue
New York, NY 10022
/s/ JOHN G. HARKINS, JR.
-----------------------------------
JOHN G. HARKINS, JR.
Exhibit 25
FOR IMMEDIATE RELEASE
Contacts:
Richard Skaare Dan Katcher / Judith Wilkinson
AMP Corporate Communication Abernathy MacGregor Frank 717/592-2323
212/371-5999
Doug Wilburne
AMP Investor Relations
717/592-4965
AMP FILES LAWSUIT IN PENNSYLVANIA AGAINST ALLIEDSIGNAL
HARRISBURG, Pennsylvania (August 24, 1998) - AMP Incorporated (NYSE: AMP)
announced today that it has filed a complaint in the United States District
Court for the Eastern District of Pennsylvania against AlliedSignal Inc.
(NYSE: ALD) and its wholly owned subsidiary, PMA Acquisition Corp. ("PMA"),
seeking declaratory and injunctive relief to prevent AlliedSignal from
pursuing its attempt to pack the AMP Board of Directors with AlliedSignal
executive officers and directors.
As detailed in its complaint, AMP alleges that AlliedSignal's Schedule
14D-1 filed with the Securities and Exchange Commission is false and
misleading. In the 14D-1, AlliedSignal fails to disclose that if it were to
succeed in placing its representatives on the AMP Board, those
representatives would have an irreconcilable conflict of interest. The
complaint also alleges, among other things, that AlliedSignal's attempt to
pack the AMP Board with persons having a primary loyalty to AlliedSignal
would prevent the current members of the AMP Board from fulfilling their
fiduciary duties to AMP under Pennsylvania law.
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.
# # #
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 of AMP: Richard Skaare
(Director, Corporate Communication), 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 Howard, Steven Koch, Scott
Lindsay, and Lawrence Hamdan. 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 19, 1998, CSFB had a net long position of 124,466
shares of AMP common stock.
