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:
FOR IMMEDIATE RELEASE
Contacts:
Richard Skaare Joele Frank / Dan Katcher
AMP Corporate Communication Abernathy MacGregor Frank
717/592-2323 212/371-5999
Doug Wilburne
AMP Investor Relations
717/592-4965
AMP RESPONDS TO ALLIEDSIGNAL'S FILING PRELIMINARY PROXY
MATERIAL TO SOLICIT CONSENTS
AMP BELIEVES CONSENT SOLICITATION IS DESIGNED TO
PRESSURE AND LIMIT BOARD RESPONSE
HARRISBURG, PA, AUGUST 12, 1998 AMP Incorporated (NYSE:AMP) today gave
the following statement in response to AlliedSignal's filing of preliminary
proxy material to solicit consents from AMP shareholders in an attempt to,
among other things, more than double the size of the AMP board of directors
from 11 to 28 members and to elect 17 of its own officers and directors to
constitute a majority of the AMP board:
"AMP believes AlliedSignal's intended consent solicitation is designed to
pressure AMP's board and limit the board's options and flexibility in
evaluating the AlliedSignal offer and acting in the best interests of AMP's
shareholders and other relevant constituencies. Our shareholders are
entitled to have a board that is fully committed to acting in their best
interests - and not in the best interests of AlliedSignal shareholders."
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, James
E. Marley, Harold A. McInnes, Jerome J. Meyer, John C. Morley, Paul G.
Schloemer and Takeo Shiina); the following executive officers of AMP:
William J. Hudson (Chief Executive Officer and President), James E. Marley
(Chairman), Robert Ripp (Executive Vice President, Global Businesses),
William S. Urkiel (Corporate Vice President and Chief Financial Officer),
Richard P. Clark (Divisional Vice President, Global Wireless Products
Group), Herbert M. Cole (Corporate Vice President and President, Global
Terminal and Connector Operations), 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), Juergen W. Gromer (Corporate Vice President and President, Global
Automotive Division), 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: 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 H. Howard,
Steven Koch, and Scott Lindsay. 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.
