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.17)
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) 564-0100
(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.17 amends and supplements the
Solicitation/Recommendation Statement on 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 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 25, 1989, and as
amended on September 4, 1992, August 12, 1998, August 20, 1998 and
September 17, 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, as amended, upon the
terms and subject to the conditions set forth in the Offer to Purchase,
dated August 10, 1998, and as amended on September 14, 1998 and September
21, 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 2. TENDER OFFER OF THE BIDDER.
Item 2 is hereby amended by adding the following paragraph at the end
thereof:
On September 21, 1998, the Purchaser disclosed in Amendment No. 20 to
its Tender Offer Statement on Schedule 14D-1 that it has reduced the number
of Shares sought pursuant to its offer and is now offering to purchase
20,000,000 Shares at a price of $44.50 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated August 10, 1998, and as amended on September 14, 1998
and September 21, 1998, and the related Letter of Transmittal.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(B) BACKGROUND; REASONS FOR THE RECOMMENDATION.
Subsection (b) of Item 4 is hereby amended by adding the following
paragraph at the end thereof:
At a meeting held on September 22, 1998, the Board established the
close of business on November 16, 1998 as the record date for purposes of
determining holders of record of shares of Common Stock entitled to act by
written consent with respect to the Rights Plan Proposal.
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 September 22, 1998, AlliedSignal filed a motion for leave to file a
second amended complaint in the United States District Court for the
Eastern District of Pennsylvania. The proposed second amended complaint
seeks to broaden AlliedSignal's claim regarding AMP's Amendment No. 3 to
the Rights Agreement to incorporate a challenge to AMP's Amendment No. 4 to
the Rights Agreement. Among other things, it seeks (i) a declaratory
judgment that certain provisions of Amendment No. 4 to the Rights Agreement
which make the Shareholder Rights Plan non-amendable are in violation of
Pennsylvania law, (ii) a declaratory judgment that, to the extent that
Pennsylvania law authorizes the amendment, such law is unconstitutional
under the Supremacy Clause of the United States Constitution because it
violates the Commerce Clause and the Williams Act, (iii) an order enjoining
the enforcement of Amendment No. 4 to the Rights Agreement and (iv) an
order enjoining AMP and all persons acting on AMP's behalf from taking
action to interfere with the Consent Solicitation. AlliedSignal is also
seeking summary judgment with respect to its expanded claim regarding AMP's
amendments to the Rights Plan. A copy of AlliedSignal's Verified Second
Amended Complaint for Declaratory and Injunctive Relief will be filed as an
exhibit hereto and, when filed, shall be incorporated herein by reference,
and the foregoing shall be qualified in its entirety by reference to such
exhibit.
On September 22, 1998, AMP filed an amended complaint against
AlliedSignal in the United States District Court for the Eastern District
of Pennsylvania. The amended complaint broadens the claims asserted by AMP
in its initial complaint. It seeks, among other things, (i) an order
declaring that the Pennsylvania Control-Share Acquisitions statute bars
AlliedSignal from voting any Shares it may acquire pursuant to its amended
tender offer and (ii) a declaratory judgment that AlliedSignal's effort,
pursuant to a recent amendment to the Consent Solicitation, to delegate to
non-directors authority relating to the Shareholder Rights Plan violates
Pennsylvania law. The amended complaint also alleges violations of certain
requirements of the federal securities laws relating to tender offers.
AMP's Amended Complaint for Declaratory and Injunctive Relief is filed
herewith as Exhibit 57 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
55 Text of a press release issued by AMP on September
22, 1998.
56 Text of a press release issued by AMP on September
22, 1998.
57 First Amended Complaint for Declaratory and Injunctive
Relief, filed on September 22, 1998 in the United States
District Court for the Eastern District of Pennsylvania
in AMP Incorporated v. AlliedSignal Inc., et. al. (Civil
Action No. P8-CV-4405).
58 Information posted by AMP on its Intranet on
September 22, 1998.
59 Information posted by AMP on its Intranet on
September 23, 1998.
60 Text of a letter sent by AMP to its employees on
September 23, 1998.
o o o
This document and the exhibits attached hereto contain certain
"forward-looking" statements which AMP believes are within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The safe harbors intended to be created thereby are
not available to statements made in connection with a tender offer and AMP
is not aware of any judicial determination as to the applicability of such
safe harbor to forward-looking statements made in proxy solicitation
materials when there is a simultaneous tender offer. However, shareholders
should be aware that any such forward-looking statements should be
considered as subject to the risks and uncertainties that exist in AMP's
operations and business environment which 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 was also filed as Exhibit 19
to the Schedule 14D-9 filed with the SEC. In addition, the realization of
the benefits anticipated from the strategic initiatives will be dependent,
in part, on management's ability to execute its business plans and to
motivate properly the AMP employees, whose attention may have been
distracted by AlliedSignal's tender offers and whose numbers will have been
reduced as a result of these initiatives.
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:September 23, 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
55 Text of a press release issued by AMP on September
22, 1998.
56 Text of a press release issued by AMP on September
22, 1998.
57 First Amended Complaint for Declaratory and Injunctive
Relief, filed on September 22, 1998 in the United States
District Court for the Eastern District of Pennsylvania
in AMP Incorporated v. AlliedSignal Inc., et. al. (Civil
Action No. P8-CV-4405).
58 Information posted by AMP on its Intranet on
September 22, 1998.
59 Information posted by AMP on its Intranet on
September 23, 1998.
60 Text of a letter sent by AMP to its employees on
September 23, 1998.
Exhibit 55
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 AMENDED COMPLAINT AGAINST ALLIEDSIGNAL
SEEKS DECLARATORY JUDGMENT BARRING ALLIEDSIGNAL FROM
VOTING ANY AMP SHARES ACQUIRED IN TENDER OFFER
HARRISBURG, Pennsylvania (September 22, 1998) -- AMP Incorporated (NYSE:
AMP) announced today that it has filed an amended complaint against
AlliedSignal Inc. (NYSE: ALD) seeking an order declaring, among other
things, that the Pennsylvania Control-Share Acquisitions statute bars
AlliedSignal from voting any AMP shares it may acquire pursuant to its
amended tender offer.
The amended complaint also seeks a declaratory judgment that AlliedSignal's
effort to delegate to non-directors authority relating to the Shareholder
Rights Plan violates Pennsylvania law.
The amended complaint, which was filed today in the United States District
Court for the Eastern District of Pennsylvania, also alleges violations of
certain requirements of the federal securities laws relating to tender
offers.
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 solicita-tion. 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 Busi-nesses), 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 Presi-dent, 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 (Communica-tions 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 Ex-change 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.
Exhibit 56
FOR IMMEDIATE RELEASE
Contacts:
Richard Skaare Dan Katcher / Joele Frank
AMP Corporate Communication Abernathy MacGregor Frank
717/592-2323 212/371-5999
Doug Wilburne
AMP Investor Relations
717/592-4965
AMP BOARD OF DIRECTORS SETS RECORD DATE FOR
ALLIEDSIGNAL'S NEW CONSENT SOLICITATION PROPOSAL
HARRISBURG, Pennsylvania (September 22, 1998) - AMP Incorporated (NYSE:
AMP) today announced that its Board of Directors has set a November 16,
1998 record date in connection with AlliedSignal's new consent solicitation
proposal. The new AlliedSignal proposal purports to amend AMP's By-laws to
delegate to non-directors authority relating to AMP's Shareholder Rights
Plan. Shareholders of record on November 16 will be eligible to execute
consents and revocations, relating to AlliedSignal's new proposal.
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 solicita-tion. 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 Busi-nesses), 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 Presi-dent, 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 (Communica-tions 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 Ex-change 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.
Exhibit 57
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
______________________________
:
AMP INCORPORATED, :
:
Plaintiff, :
:
v. : C.A. No. 98-CV-4405 (JTG)
:
ALLIEDSIGNAL INC. :
:
and :
:
PMA ACQUISITION CORPORATION, :
:
Defendants. :
______________________________:
FIRST AMENDED COMPLAINT FOR
DECLARATORY AND INJUNCTIVE RELIEF
Plaintiff, AMP Incorporated ("AMP"), by its undersigned
counsel, as and for its First Amended 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 ("SEC"), 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 Inc. ("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.
AlliedSignal also announced that it was prepared to initiate a solicitation
of consents from AMP shareholders to elect a majority of directors to AMP's
Board who would be responsive to AlliedSignal's proposal and cause AMP to
accept AlliedSignal's takeover bid.
6. On August 10, 1998, AlliedSignal and PMA filed a Tender
Offer Statement on Schedule 14D-1 with the SEC setting forth the terms of
the tender offer and other information ("the Initial Offer"). The Schedule
14D-1 described AlliedSignal's proposed consent solicitation and the five
proposals as to which AlliedSignal intends to solicit consents from AMP's
shareholders.
7. On August 12, 1998, AlliedSignal filed with the SEC a
preliminary Consent Statement on Schedule 14A under Section 14(a) of the
Securities Exchange Act of 1934 in connection with the consent
solicitation.
8. 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.
9. 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.
10. Proposal Number 4 seeks the election, as a majority of the
directors of AMP, of seventeen persons comprising the entire AlliedSignal
Board of Directors and most of AlliedSignal's senior executive officers.
11. The purpose and intent of these and the other two proposals
described in AlliedSignal's SEC filings made on August 10 and August 12,
1998 is to pack the AMP Board with a majority of AlliedSignal nominees in
order to permit the new majority of the AMP Board to facilitate the
AlliedSignal takeover of AMP, either through the tender offer or through a
merger.
12. 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 . . ."
13. 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.
14. 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, Sections 1525(b), 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.
15. 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 and to implement
that strategic plan found best suited to achievement of the corporation's
interests.
16. 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.
17. 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 terms and conditions dictated by
AlliedSignal, 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.
18. AlliedSignal has known since the commencement of its Initial
Offer that, because of the conditions attached to that offer, it would not
purchase any AMP shares at the announced September 11, 1998 expiration date
of the Initial Offer. Nevertheless, AlliedSignal aggressively encouraged
AMP's shareholders to tender their shares in response to the Initial Offer,
right up through September 11, 1998, even though it knew all along that it
would purchase no shares and immediately change the terms of its tender
offer and fix a new expiration date. In a classic "bait and switch"
scheme, AlliedSignal induced shareholders to tender into AlliedSignal's
Initial Offer with the anticipation that a substantial portion of AMP's
shares would be tendered, after which it would immediately switch to a
partial, prorated offer.
19. The September 11, 1998 expiration date came and went and
AlliedSignal purchased no AMP shares.
20. On Monday, September 14, 1998, AlliedSignal and PMA filed
Amendment No. 15 to the Schedule 14D-1 ("Amendment No. 15") with the SEC.
This Amendment purported to "amend" the Initial Offer; it is now referred
to by AlliedSignal as the "First Supplement to the Offer to Purchase."
However, Amendment No. 15 made the following material and fundamental
changes to AlliedSignal's Initial Offer:
(a) Converted the offer to a partial offer by reducing the
percentage of AMP shares sought to be purchased from 100% to only
approximately 18%;
(b) Eliminated the 50% minimum condition of the offer;
(c) Eliminated, for all practical purposes, certain
material conditions of the offer, e.g., the Rights Plan Condition, the
Business Combination Condition and the Control Share Condition, due to the
reduced number of shares to be purchased;
(d) Changed the stated purpose of the offer from that of
acquiring "the entire equity interest" in AMP to that of buying shares
prior to the record date for the consent solicitation in order to obtain a
substantial voting position to use in the upcoming consent solicitation;
(e) Referred to a new consent proposal, designed to strip
the AMP Board of all powers, rights and duties with respect to the rights
plan (the "Rights Plan Proposal"); and
(f) Changed the procedures for tendering AMP shares.
21. The First Supplement presented a fundamentally and
dramatically different offer from AlliedSignal's Initial Offer. It
constituted an entirely new tender offer and, as such, it was not in
compliance with the provisions of Section 14 of the Securities Exchange Act
of 1934 and the Rules adopted by the SEC thereunder.
22. Amendment No. 15 provided that, following its acceptance for
payment of shares tendered pursuant to the terms of the Amendment,
AlliedSignal "intends promptly to commence another tender offer (the
'Second Offer') to purchase all outstanding [AMP] Shares not owned by
[AlliedSignal] at a price of $44.50 per Share, net to the seller in cash,
without interest, upon essentially the same terms and subject to the same
conditions set forth in the [Initial Offer] in order to acquire control of,
and the entire equity interest in, [AMP]." In a September 14, 1998 press
release and a September 16, 1998 advertisement in The Wall Street Journal,
AlliedSignal said it would "resume" its conditional offer of $44.50 for all
of AMP's remaining shares after gaining control of AMP Board and removing
AMP's rights plan. These statements satisfy the definition of the
commencement of a tender offer found in Rule 14d-2 adopted by the SEC.
23. The announcement of an offer to buy up to 18% of the
outstanding shares of AMP and simultaneously an offer to buy the remaining
outstanding AMP shares "promptly" thereafter has caused confusion among
AMP's shareholders who are concerned about the possibility of a different
price per share being paid under the Second Offer than under the offer made
in the First Supplement. During the week of September 14, 1998, several
shareholders, including professional investors, stated to members of AMP's
senior management and AMP's advisors that it was their understanding that
any shares purchased by AlliedSignal pursuant to its First Supplement would
receive the benefit of Rule 14d-10(a)(2) "best price" protection in the
event AlliedSignal should increase its price in its subsequent Second
Offer.
24. Also on September 14, 1998, AlliedSignal and PMA filed with
the SEC an amended Preliminary Consent Statement ("Amended Consent
Statement") on Schedule 14A.
25. In addition to AlliedSignal's original five consent
proposals (which the Amended Consent Statement refers to as the "Nominee
Election Proposals"), the Amended Consent Statement includes the Rights
Plan Proposal. Like the other proposals, the Rights Plan Proposal, if
approved, would unlawfully interfere with the statutory rights and
obligations of AMP's current directors.
26. The BCL provides directors of a Pennsylvania corporation
with sole discretion to determine the terms and conditions of rights plans
and grants them broad authority to repel hostile takeovers. See, e.g.,
BCL, Sections 1525(b), 2513. AlliedSignal's Rights Plan Proposal, if
approved, would amend Section 2.1 of AMP's bylaws in such a way as to
remove from AMP's Board of Directors all powers, rights and duties with
respect to AMP's rights plan and any other plan authorized under the BCL
and vest those powers, rights and duties exclusively in a group of three
representatives, the "Rights Agreement Management Agents." Such amendment,
however, is contrary to Pennsylvania law. See, e.g., BCL, Sections 1525(b),
2501(b), 2513.
27. Defendants' Amendment No. 15 and Amended Consent Statement
both state that AlliedSignal will vote any AMP shares it acquires pursuant
to the terms of Amendment No. 15 in favor of its consent proposals.
Subchapter G of the BCL prohibits AlliedSignal from voting such shares.
28. The First Supplement offer announced on September 14, 1998
was set to expire at midnight New York City time on Friday, September 25,
1998, unless extended.
29. On Friday, September 18, 1998, AlliedSignal announced that
it would amend its offer again in response to a decision by the AMP Board
of Directors to lower the threshold in AMP's shareholder rights plan from
20% to 10%. If 10% of AMP's shares are purchased, the rights plan is
triggered. In a press release issued September 18, 1998, AlliedSignal
announced it was amending its offer to purchase approximately 9% of AMP's
outstanding shares. At the same time, it announced it was extending its
offer to expire at midnight New York City time on October 2, 1998 instead
of September 25, 1998. In the September 18, 1998 press release,
AlliedSignal failed to disclose the number of shares deposited at the time
of the extension, in violation of Rule 14e-1(d). No announcement regarding
the number of shares deposited was made as of Tuesday morning, September
22, 1998.
30. On Monday, September 21, 1998, defendants filed with the SEC
their Amendment No. 20 to Schedule 14D-1. Amendment No. 20 purports to
supplement the Initial Offer, as amended and supplemented by the First
Supplement. Amendment No. 20 is said by defendants to be the "Second
Supplement to the Offer to Purchase."
31. In their Amendment No. 20, defendants repeat that they
intend "promptly to commence another tender offer (the 'Second
Offer') . . ." For the first time, defendants disclose that if a different
price is paid for AMP shares in the Second Offer, shares sold in the Second
Supplement offer will not, according to defendants, receive the benefit of
any higher price paid in the Second Offer.
FIRST CLAIM FOR RELIEF
32. Plaintiff repeats and realleges the averments of Paragraphs
1 through 31 above.
33. Defendants' tender offer filings on Schedule 14D-1, as
amended and supplemented, and consent solicitation filings on Schedule 14A
are subject to the requirements of Section 14 of the Securities Exchange
Act of 1934, and the Rules adopted by the SEC thereunder.
34. Defendants' SEC filings are false and misleading because,
inter alia, (a) they fail to disclose the manner in which the seventeen
AlliedSignal nominees to AMP's Board of Directors, if elected, would
satisfy their duty of undivided loyalty both to AlliedSignal and AMP; (b)
they fail 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; (c) they fail to disclose that AlliedSignal has stated that,
upon the election of its nominees, they will discharge all AMP senior
executives; and (d) they misrepresent that they will be able to vote the
shares acquired by AlliedSignal under its partial offer.
35. Defendants' Amendments Nos. 15 and 20 and Amended Consent
Statement are false and misleading for the additional reason that they fail
to disclose that defendants' new consent proposal, the Rights Plan
Proposal, is contrary to the provisions of the BCL.
36. Amendment No. 15 is also unlawful because it constitutes a
new tender offer and, as such, does not comply with the requirements of the
federal securities laws and the Rules adopted by the SEC thereunder
governing tender offers. Upon expiration of the Initial Offer on September
11, 1998, AlliedSignal was required to return all shares tendered under its
Initial Offer. It has not done so.
37. In addition, after announcing its intention to commence a
further offer (the Second Offer) for all remaining shares of AMP at $44.50
per share upon expiration of the First Supplement offer, AlliedSignal was
subject to a requirement under Rule 14d-2(b) applicable to tender offers to
start the Second Offer within five business days or abandon it -- neither
of which it has done. Accordingly, AlliedSignal was required under the
Rules to desist from all attempts to tender for AMP shares.
38. On announcing a dramatically different offer in its
Amendment No. 15, defendants were required to have commenced a new offer,
to hold the offer open for a minimum period of twenty business days and to
return all shares tendered in the Initial Offer. Instead, defendants
announced an extension of only ten business days and did not return the
shares previously tendered.
39. Because AlliedSignal has announced its intention to resume
its Initial Offer in the form of the Second Offer, the Initial Offer and
the Second Offer are actually the same offer. As a result, the purchase of
any AMP shares under AlliedSignal's pending partial offer will be in
violation of Rule 10b-13.
40. Alternatively, AlliedSignal's offers pursuant to the Initial
Offer, the First Supplement, the Second Supplement and the Second Offer are
part of a single effort by AlliedSignal, through a series of carefully
orchestrated supposedly separate tender offers, to acquire control of AMP.
These offers should be treated as integrated, so that AMP's shareholders
are afforded the protection of the rules governing tender offers. In
particular, Rule 14d-10(a)(2) protects shareholders by requiring that they
receive the "highest consideration paid" in a tender offer. Because
AlliedSignal is treating the Second Supplement offer as separate from the
Second Offer, AMP shareholders selling in the Second Supplement offer will
not receive any higher price paid in the Second Offer.
41. Until and unless full compliance with and full disclosure
under the federal securities laws are made by defendants, their tender
offers 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
42. Plaintiff repeats and realleges the averments of Paragraphs
1 through 41 above.
43. 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.
44. 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.
45. 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.
THIRD CLAIM FOR RELIEF
46. Plaintiff repeats and realleges the averments of Paragraphs
1 through 45 above.
47. AlliedSignal's Rights Plan Proposal, if approved, would
purport to divest AMP's Board of Directors of the broad discretion and
authority it has under Sections 1525(b) and 2513 of the BCL to determine
the terms and conditions of AMP's rights plans. Because such a plan would
completely eviscerate these statutory provisions, it violates both the BCL
and Pennsylvania public policy.
48. Unless an injunction is issued preventing defendants seeking
shareholder approval of the Rights Plan Proposal, AMP will be irreparably
injured and will have no adequate remedy at law.
FOURTH CLAIM FOR RELIEF
49. Plaintiff repeats and realleges the averments of Paragraphs
1 through 48 above.
50. Section 2564 of the BCL states that "[c]ontrol shares shall
not have voting rights unless a resolution approved by a vote of
shareholders of the registered corporation at an annual or special meeting
of shareholders pursuant to this subchapter restores to the control shares
the same voting rights as other shares . . . have with respect to elections
of directors and all other matters coming before the shareholders."
51. The shares which defendants propose to buy are "control
shares" because defendants have announced their intention to purchase all
of the shares of AMP. See BCL section 2562.
52. Unless an injunction is issued preventing defendants from
voting any shares they may obtain in their partial offer, 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 and to divest AMP's Board of Directors of
their statutory authority to determine the terms and conditions of rights
plans 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 8 through 11, 25 and 26 above;
2. Pursuing the tender offer described in AlliedSignal's
Schedule 14D-1 filed with the SEC on August 10, 1998, as subsequently
amended and supplemented, unless full compliance with the federal
securities laws is made, including full and accurate disclosure of the
matters described in paragraphs 34-40 above;
3. Soliciting consents from AMP shareholders unless full and
accurate disclosure has been made of the matters set forth in paragraphs
34-40 above;
4. Voting any AMP shares unless and until all requirements of
Subchapter G of the BCL have been satisfied.
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)
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 (15203)
SETH A. ABEL (75561)
Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, PA 19103-2799
(215) 981-4000
Attorneys for Plaintiff,
AMP Incorporated
Dated: September 22, 1998
Exhibit 58
THE AMP CONNECTION
a daily update for Pennsylvania legislators
SEPTEMBER 22, 1998
AMP TAKES ITS CASE TO LEGISLATORS AND GOVERNOR RIDGE
PROPOSES AMENDMENT TO TIGHTEN PENNSYLVANIA'S ANTI-TAKEOVER LAWS
AMP Incorporated turned to the state Capitol this week, asking legislators
to help assure that the company has a fair chance to show that it can
protect Pennsylvania jobs and investments while meeting Wall Street's
expectations.
As part of its effort to fight the hostile takeover attempt by
AlliedSignal, AMP is asking the General Assembly and Governor Ridge to
tighten Pennsylvania's anti-takeover provisions. The proposed amendment
would eliminate a shortcut AlliedSignal is likely to try in its attempt to
acquire AMP "on the cheap." AMP's 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
duly convened meeting and not by written consent without a meeting. Nothing
in this change prevents a hostile takeover.
"This is one of the steps we're taking to make sure that we have a fair
opportunity to show that our profit improvement plan will work," said Bob
Ripp, AMP's new chairman and chief executive officer.
Ripp met with about 20 central Pennsylvania House members yesterday, and
the company will continue to brief lawmakers on its proposal. Ripp said he
believes the proposal, which is being sent to other House members this
week, is in keeping with the General Assembly's intent in passing the
original anti-takeover act.
"Clearly, the original intent was to make certain that companies have the
time to take actions and make decisions that are in everyone's best
interests, and our proposal simply eliminates one of the shortcuts that can
be used to circumvent that protection," Ripp said.
"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 are and 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 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.
Exhibit 59
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.
Exhibit 60
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.
