SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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AMP Letterhead
September 1, 1998
Dear Fellow Shareholder:
Your Board of Directors, after carefully considering
AlliedSignal's unsolicited offer, recommends that you REJECT THIS OFFER AND
NOT TENDER ANY OF YOUR SHARES. We are confident that the path to greater
value is through AMP's carefully designed profit improvement program. This
strategic plan, which was first announced this past June, is now being
implemented on an accelerated basis. We look forward to discussing this
with you in the coming weeks and months.
IN THE MEANTIME, YOU DO NOT NEED TO TAKE ANY ACTION NOW -- AND,
MOST IMPORTANTLY, YOU DO NOT NEED TO TENDER ANY OF YOUR SHARES.
AlliedSignal has selected September 11 as the initial expiration
date for its offer. In reality, that date has little significance. The
AlliedSignal offer has numerous conditions that are unsatisfied and will
remain unsatisfied on September 11. IT IS ENTIRELY CLEAR THAT ALLIEDSIGNAL
WILL NOT PURCHASE A SINGLE SHARE WHEN SEPTEMBER 11 HAS COME AND GONE. All
they will do is announce that they are extending their offer until sometime
in the future.
THERE IS NO NEED FOR YOU TO TAKE ANY ACTION NOW and don't let
AlliedSignal or its agents try to tell you otherwise.
On behalf of AMP's Board of Directors and management, I give you
our pledge that we will continue to do everything possible to protect the
interests of AMP's relevant constituencies, including its shareholders.
We appreciate your continued support.
Sincerely,
/s/ Robert Ripp
----------------------------------------
Robert Ripp
Chairman and Chief Executive Officer
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE
IN WITHDRAWING ANY SHARES YOU MAY HAVE TENDERED,
PLEASE CALL:
INNISFREE M&A INCORPORATED
CALL TOLL FREE: (888) 750-5834
BANKS AND BROKERS CALL COLLECT: (212) 750-5833
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), and
Dorothy J. Hiller (Assistant 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.
