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.18)
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.18 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 9. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith:
Exhibit
No. Description
-------- -----------
61 AlliedSignal's Verified Second 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 AlliedSignal Inc. v. AMP
Incorporated, (Civil Action No. P8-CV-4058).
62 Text of a press release issued by AMP on September
24, 1998.
63 Text of a press release issued by AMP on September
24, 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 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
-------- -----------
61 AlliedSignal's Verified Second 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 AlliedSignal Inc. v. AMP Incorporated,
(Civil Action No. P8-CV-4058).
62 Text of a press release issued by AMP on September
24, 1998.
63 Text of a press release issued by AMP on September
24, 1998.
EXHIBIT 61
UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
- - - - - - - - - - - - - - - - - - - - - - - - - - -x
ALLIEDSIGNAL INC.,
a Delaware Corporation, :
P.O. Box 3000
Morristown, NJ 07962-2496 : C.A. No. 98-CV-4058
Plaintiff, :
-against- :
AMP INCORPORATED, :
a Pennsylvania Corporation,
470 Friendship Road :
Harrisburg, PA 17111
:
Defendant.
- - - - - - - - - - - - - - - - - - - - - - - - - - -x
VERIFIED SECOND AMENDED COMPLAINT FOR
DECLARATORY AND INJUNCTIVE RELIEF
Plaintiff AlliedSignal Inc. ("AlliedSignal"), by its
undersigned attorneys, as and for its Verified Second Amended Complaint,
alleges upon knowledge with respect to itself and its own acts, and upon
information and belief as to all other matters, as follows:
Nature of the Action
1. This action arises out of AMP Incorporated's ("AMP's")
illegal attempt to thwart the fundamental right of AMP shareholders -
including AlliedSignal - to vote to change the leadership and direction of
AMP, the corporation they own.
2. In contravention of Pennsylvania and federal law, and its
own governing articles of incorporation ("Articles") and bylaws ("Bylaws"),
AMP has attempted to nullify the shareholder voting process by taking
actions to delay and interfere with the ability of AMP's shareholders to
cast a meaningful vote in AlliedSignal's current consent solicitation and
to accept the benefits of the tender offer and merger proposed by
AlliedSignal.
3. In particular, in response to AlliedSignal's consent
solicitation, AMP has twice amended its defensive shareholder rights plan,
or "poison pill," to create a new form of poison pill with
anti-shareholder-vote provisions that would effect a fundamental change in
corporate governance in the midst of a takeover contest.
4. First, AMP amended the poison pill to deprive AMP
shareholders of a voice in important economic decisions by (a) making any
merger or tender offer that is not approved by AMP's current board of
directors ("board") impossible to complete, even if supported by a majority
of shareholders, and (b) preventing any directors - old or newly elected to
AMP's board by the shareholders - from redeeming the poison pill once a new
majority of directors is elected to the board (the "nonredemption
provision").
5. Following AMP's amendment of its poison pill, AMP
shareholders holding 72% of AMP's outstanding shares tendered into
AlliedSignal's original premium cash tender offer for all AMP shares.
6. In order to effectuate the will of AMP's shareholders,
AlliedSignal announced an additional bylaw proposal, authorized under AMP's
Articles and Pennsylvania law, to permit AMP shareholders to vote on
whether to exercise their right to control the poison pill (the
"shareholder rights proposal"). AlliedSignal also amended its tender offer
to permit AMP shareholders to tender up to 40 million shares at $44.50 cash
per share for a total of $1.8 billion, if they chose, an amount which
AlliedSignal could purchase without triggering AMP's then 20%-trigger
poison pill.
7. In defiance of the landslide 72% vote against them, AMP's
directors again changed its corporate rules in midstream, amending the
poison pill to further disenfranchise AMP shareholders. That amendment
seeks to nullify any shareholder vote in favor of AlliedSignal's
shareholder rights proposal by an illegal attempt to repeal Article VII of
AMP's Articles and PBCL Section 1721 by board fiat. The amendment provides,
in effect, that the affirmative vote of holders of a majority of AMP's
shares in favor of the shareholder rights proposal will cause the poison
pill to become nonredeemable and nonamendable, thus voiding the very
purpose of the shareholder rights proposal (the "nullification provision").
8. At the same time, reflecting its utter disdain for its
shareholders' rights and interests, AMP's board also amended the poison
pill trigger from 20% to 10% of the outstanding shares. The effect of that
amendment was to reduce the number of shares which AlliedSignal could
purchase under its amended offer from 40 million to 20 million. That
amendment left AlliedSignal with no choice but to offer to purchase only 20
million AMP shares, thus depriving AMP shareholders of the opportunity to
obtain approximately $900 million for the other 20 million shares for which
AlliedSignal had tendered.
9. In order to protect the fundamental voting and corporate
governance rights of AMP's shareholders, AlliedSignal seeks relief: (a)
invalidating the nonredemption provision and the nullification provision of
AMP's poison pill; and (b) preventing AMP from manipulating the corporate
machinery or taking other steps to delay and obstruct the consent
solicitation.
Parties
10. Plaintiff AlliedSignal is a Delaware corporation with its
principal executive offices in Morristown, New Jersey. AlliedSignal is an
advanced technology and manufacturing company with worldwide operations in
the aerospace, automotive and engineered materials businesses. AlliedSignal
is the beneficial and record owner of 100 shares of AMP common stock.
11. Defendant AMP is a Pennsylvania corporation with its
principal executive offices in Harrisburg, Pennsylvania. AMP designs,
manufactures and markets electronic, electrical and electro-optic
connection devices, interconnection systems and connector-intensive
assemblies.
Jurisdiction and Venue
12. This Court has jurisdiction over this action pursuant to 28
U.S.C. ss.ss. 1331, 1332 and 1367. The amount in controversy is in excess
of $75,000.
13. Venue is proper in this District under 28 U.S.C.ss.1391
(b) and (c).
AlliedSignal and its Proposal
14. AlliedSignal wishes to acquire AMP because it believes that
a business combination with AMP will provide an attractive business
opportunity for both AlliedSignal and AMP.
15. Accordingly, after AMP rejected AlliedSignal's overtures
for a negotiated transaction, on August 4, 1998, AlliedSignal announced
that it would commence a tender offer for all of the outstanding shares of
the common stock of defendant AMP at $44.50 in cash per share (the "Tender
Offer"), pursuant to federal securities laws. AlliedSignal's proposed
$44.50 tender offer price represented a premium of more than 55% over the
trading price of AMP common stock immediately prior to the announcement of
the Tender Offer. AlliedSignal would acquire, through a second-step merger
for the same $44.50 per share in cash (the "Merger"), any shares of AMP
that are not tendered.
16. AlliedSignal's Tender Offer gives AMP shareholders the
opportunity to accept it if they determine that it is in their best
interests as the owners of AMP, and, alternatively, to reject the Tender
Offer if they do not believe it is in their best interests.
17. AlliedSignal believes that a combined company under
AlliedSignal's strong management will permit AlliedSignal to offer a
broader range of products to a more diverse customer base in a wider
variety of markets than either company could achieve alone. Lawrence
Bossidy, AlliedSignal's chief executive officer since 1991, is a highly
respected corporate manager who, together with his management team, has
produced an almost fourfold increase in AlliedSignal's stock price since
1991. Mr. Bossidy was named "Chief Executive of the Year" in Chief
Executive magazine's July/August, 1998 issue, and Fortune magazine recently
named AlliedSignal, under Mr. Bossidy's leadership, to its lists of the
"Most Admired Companies" and "100 Best Companies To Work For." AlliedSignal
believes that Mr. Bossidy would provide similarly strong leadership to a
combined company.
18. For all of AMP's shareholders, a transaction with
AlliedSignal will provide the opportunity to be rewarded today for the
future value AlliedSignal believes it can create if it merges with AMP.
19. As of midnight on September 11, 1998, the expiration date
for the Tender Offer, shareholders owning approximately 157 million shares
of AMP common stock, or approximately 72% of AMP's total outstanding
shares, had tendered their shares to AlliedSignal. These figures are
exceptionally high for a hostile tender offer for the shares of a publicly
held company, particularly considering AMP's intense opposition and the
short time frame. The 72% tender response expressed the will of AMP
shareholders and demonstrated their overwhelming support to have a choice
whether to tender and to vote on the proposed Merger.
20. On September 14, 1998, AlliedSignal amended the Tender
Offer (the "Amended Offer") to permit it to acquire for $44.50 per share in
cash 40 million AMP shares, approximately the number of shares it could
acquire without triggering AMP's poison pill.
21. In response to the Amended Offer, on September 18, 1998 AMP
amended its poison pill by lowering the percentage of shares necessary to
trigger the poison pill from 20% to 10%. As a result, on that day,
AlliedSignal announced a revision of its Amended Offer underwhich
AlliedSignal would acquire for $44.50 per share in cash only 20 million AMP
shares, approximately the number of shares AlliedSignal can acquire without
exceeding the 10% trigger, instead of 40 million shares as originally
planned. Following completion of the Amended Offer, AlliedSignal intends to
proceed with a new tender offer for all remaining AMP shares outstanding at
the $44.50 per share cash price, with the intention of then consummating
the proposed Merger.
The Shareholder Franchise and Limitations on Directors
22. Pennsylvania statutory law and AMP's Articles and Bylaws
explicitly vest in AMP's shareholders, not AMP's board, the ultimate
authority to decide whether to accept AlliedSignal's offer and whether to
approve the proposed Merger with AlliedSignal. Moreover, federal law
mandates disclosure so that shareholders can make an informed choice. Thus,
corporate governance rules under Pennsylvania law and the federal
securities laws together are designed to let informed shareholders decide
the future of the corporations they own.
23. Shareholder voting rights are fundamental under
Pennsylvania law. Pennsylvania's Business Corporations Law ("PBCL") Section
1758(a) provides in pertinent part that "every shareholder of a business
corporation shall be entitled to one vote for every share standing in his
name on the books of the corporation."
24. Section 1.10(a) of AMP's Bylaws similarly provides that
each shareholder shall be entitled to one vote for each outstanding share
of AMP.
25. Pennsylvania statutory law sanctifies a shareholder's right
to vote because, ultimately, the shareholders, as the corporation's owners,
have the right and ability to direct the actions of the corporation through
that vote. PBCL Section 1757(a), for example, provides that, "[e]xcept as
otherwise provided in [the PBCL] or in a bylaw adopted by the shareholders,
whenever any corporate action is to be taken by vote of the shareholders of
a business corporation, it shall be authorized upon receiving the
affirmative vote of a majority of the votes cast by all shareholders
entitled to vote thereon. . . ." Section 1.10(b) of AMP's Bylaws embodies
this majority-vote principle.
26. The PBCL is structured to recognize and effectuate
Pennsylvania's underlying goal of preserving for shareholders the ultimate
authority to control the affairs of the corporations they own. For example,
PBCL Section 1521(c) provides that shareholders may adopt bylaws setting
forth "provisions regulating or restricting the exercise of corporate
powers."
27. Shareholders of Pennsylvania corporations are also entitled
to use their voting power to effect corporate action by written consent.
PBCL Section 2524(a) provides that, if a registered corporation's articles
of incorporation permit it, corporate "action may be authorized by the
shareholders [of such corporation] without a meeting by less than unanimous
written consent."
28. Under PBCL Sections 1504(c), 1766(b) and 2524(a), if
permitted by a corporation's articles or bylaws, the corporation's
shareholders may take "any action" permitted to be taken at a shareholders'
meeting "upon the written consent of shareholders who would have been
entitled to cast the minimum number of votes that would be necessary to
authorize the action at a meeting at which all shareholders entitled to
vote thereon were present and voting." PBCL ss. 1766(b).
29. Article IX of AMP's Articles authorizes shareholder action
by written consent. When AMP changed its state of incorporation in 1989
from New Jersey to Pennsylvania, the AMP board in its proxy statement
assured shareholders that the new Articles of Incorporation and Bylaws
would "continue provisions presently applicable to the Corporation under
New Jersey law" and noted that the new Pennsylvania Articles of
Incorporation specifically preserved the right given AMP's shareholders
under New Jersey law to act by written consent through a consent
solicitation.
30. One of the most basic rights held by shareholders is the
right to elect a corporation's directors. PBCL Section 1725 and Section
1.11 of AMP's bylaws vest the right to elect directors in AMP's
shareholders.
31. The directors serve and execute their powers pursuant to
the will of the shareholders. PBCL Section 1721 provides that "a bylaw
adopted by the shareholders" can modify, limit, or even eliminate the
authority of a board of directors to exercise corporate powers.
32. Article VII of AMP's Articles explicitly provides that:
"Except as otherwise provided. . . by By-Laws . . ., all corporate powers
may be exercised by the Board of Directors. . . ."
33. The federal securities laws, by providing for informed
voting and tendering decisions by shareholders, also recognize that
shareholders have the ultimate choice in contests for corporate control and
in deciding whether to accept or reject proposed corporate transactions.
34. All these state and federal laws are designed to give
shareholders the right to make an informed decision concerning the future
of the corporations which they own, in an environment of full disclosure.
AMP's Efforts to Frustrate Shareholder Will
35. Despite Pennsylvania's clear mandate in favor of
shareholder choice and corporate flexibility, and the policies underlying
the federal securities laws, AMP has taken illegal and manipulative actions
designed to frustrate the will of its shareholders.
36. First and foremost, AMP has a shareholder rights plan
(embodied in a Rights Agreement), commonly known as a "poison pill," which
was adopted by the AMP board in 1989 without shareholder approval. On
August 20, 1998, AMP amended that poison pill in response to AlliedSignal's
offer and consent solicitation and, again on September 18, 1998, amended
the poison pill (as amended, the "Poison Pill") in response to
AlliedSignal's shareholder rights proposal and the Amended Offer. AMP's
Poison Pill, if enforceable, makes it economically prohibitive to acquire
control of AMP in a transaction opposed by the current AMP board, even if
the requisite majority of AMP shareholders and a majority of a future board
favor the acquisition. The Poison Pill thus effectively frustrates and
prevents an effort by AlliedSignal or any other hostile bidder to place
into office a new majority of directors supported by the requisite majority
of AMP shareholders.
37. AMP's Poison Pill is designed to work as follows: In the
event that any person acquires more than 10% (as amended on September 18,
1998, to reduce the original 20% threshold) of AMP's stock, all other AMP
shareholders have the right to buy additional shares at half-price, causing
a massive dilution of the value of the holdings of the unwanted acquirer
(the "Flip-In Provision"). In addition, if AMP subsequently is acquired in
a merger, all AMP shareholders other than the acquiring corporation have
the right to buy shares of the acquiring corporation at a bargain price,
subjecting that corporation to a massive discount sale of its own stock
(the "Flip-Over Provision").
38. One function of a poison pill is to furnish a board of
directors with bargaining power to negotiate with a prospective acquirer.
To facilitate those negotiations, a board typically retains the right to
"redeem" - or eliminate the effect of - a poison pill, by paying rights
holders a nominal value. This permits directors on a continuing and
case-by-case basis to evaluate corporate opportunities according to their
fiduciary duties.
39. In most poison pills, a change in the composition of a
corporation's board, standing by itself, has no effect on a poison pill.
This feature protects shareholder democracy while giving any board -
whether long-incumbent or newly elected - maximum flexibility to accept a
transaction that is in the best interests of the corporation. Indeed, a
critical aspect of the judicial acceptance of poison pills has been the
basic precept that they would not inhibit proxy contests, including those
involving a change of control of a company.
40. Until August 20, 1998, AMP's poison pill contained a
particularly draconian feature not typically found in poison pills - a
so-called "Dead Hand" provision. Under the Dead Hand provision, if there
were a change in a majority of AMP's directors, the poison pill would have
been redeemable only by a majority of the "continuing directors" -i.e., the
present directors of AMP or their hand-picked successors. The Dead Hand
provision thus eliminated the authority of new directors, who would have
been elected by a majority of shareholders, to redeem the poison pill. For
these very reasons, comparable Dead Hand provisions have been held illegal
under the corporate law of Delaware and New York.
41. In order to avoid the impact of AMP's Dead Hand Poison
Pill, AlliedSignal commenced a consent solicitation to obtain the consent
of AMP's shareholders for certain proposals.
42. On August 12, 1998, AlliedSignal filed a preliminary
consent statement with the Securities and Exchange Commission (the "SEC"),
publicly disclosing the precise terms of proposals upon which AlliedSignal
intended to seek shareholder approval.
43. AlliedSignal's initial consent proposals provided AMP's
shareholders with the opportunity to elect to AMP's board AlliedSignal
nominees who, subject to their fiduciary duties, would support a business
combination with AlliedSignal. These new directors could have persuaded a
majority of AMP's continuing directors that the merits of AlliedSignal's
offer and Merger proposal warranted redemption of the Dead Hand poison
pill.
The "Nonredemption" Amendment of AMP's Poison Pill
44. In light of AlliedSignal's offer and consent solicitation,
the AMP board concluded that its Dead Hand poison pill might not prove
draconian enough to thwart the will of its shareholders. On August 20,
1998, AMP therefore amended its poison pill to include an unprecedented,
outrageous and self-destructive feature.
45. In total disregard of shareholder voting rights generally,
and of the shareholder voting rights contained in its own Articles and
Bylaws, AMP's board amended its Poison Pill by eliminating the Dead Hand
provision and replacing it with the nonredemption provision. This action by
AMP's board made the Poison Pill nonredeemable by any directors, including
"continuing" directors and even disinterested directors, if a new majority
of directors is elected to the board. Once this nonredemption provision is
triggered, no tender offer or merger can be completed until November 6,
1999, the expiration date of the Poison Pill.
46. The AMP board also changed the poison pill to make it
nonamendable as soon as it becomes nonredeemable, which makes the
nonredemption provision, once triggered, irreversible.
47. Moreover, the AMP board changed the definition of a
"Qualifying Offer" - i.e., an offer that, because it is favored by the
board, does not trigger the Poison Pill - so that once the Poison Pill is
nonredeemable, no offer can be deemed a Qualifying Offer.
48. Since AlliedSignal's offer and Merger proposal would be of
no effect without, at a minimum, support of the holders of a majority of
AMP's shares, the AMP board could have had no motive to take these actions
other than to strip the AMP shareholders of their right to elect new
directors who would act in the shareholders' interests and, subject to
their fiduciary duties, would support the offer and Merger.
49. The nonredemption provision purports to prevent newly
elected directors - whether elected through the consent solicitation or at
AMP's next annual meeting - from redeeming the Poison Pill, even though
that is the very purpose for their election by the shareholders. This board
action was designed to deny AMP's shareholders the opportunity to decide
for themselves whether to approve a change in control or sale of the
corporation.
50. The AMP board's nonredemption provision also removes from a
newly constituted board of directors any ability to approve extraordinary
transactions - such as a merger or sale of assets - until the Poison Pill
expires, no matter how beneficial those transactions may be to AMP and its
constituents. Unilateral removal of this authority, responsibility and
discretion is an illegal encroachment on the power of the board of
directors as set forth under PBCL Sections 1502(18), 1525, 1712, 1715, and
1721.
AlliedSignal's Consent Solicitation
51. On September 14, 1998, AlliedSignal amended its consent
solicitation to include a proposal pursuant to PBCL Section 1721 and
Article VII of AMP's Articles (the "shareholder rights proposal") which, if
approved by AMP's shareholders, will remove from AMP's board all powers
with respect to AMP's Rights Agreement, and will vest those powers in a
group of agents (the "Rights Agreement Managing Agents").
52. The Rights Agreement Managing Agents will cause the Rights
Agreement to be amended to make the Poison Pill inapplicable to (i) any
tender or exchange offer (including AlliedSignal's Tender Offer), if as a
result of completion of the offer, the offeror would own a majority of
outstanding shares of AMP common stock, and (ii) any merger that either
does not require shareholder approval or is approved by the requisite vote
of AMP shareholders.
53. The shareholder rights proposal affords AMP shareholders an
opportunity to control AMP's Poison Pill in accordance with their own
determination of what is in the best interests of AMP and its shareholders.
The Nullification Provision
54. In response to the shareholder rights proposal and Amended
Offer, on September 18, 1998, AMP again amended the Poison Pill to block
its own shareholders' ability to support AlliedSignal's proposals and to
tender up to 40 millions shares under the Amended Offer.
55. Under Amendment No. 4 to AMP's Rights Agreement, if holders
of majority of AMP's shares adopt a bylaw limiting the AMP board's powers
regarding the Poison Pill, the Poison Pill immediately would become
nonamendable and nonredeemable (the "nullification provision"). Therefore,
the shareholders' very purpose for adopting such a bylaw - to hold the
Poison Pill inapplicable to the AlliedSignal offer or any other offer
deemed favorable by holders of a majority of AMP's shares - would be
entirely undermined.
56. If AMP's shareholders decide to exercise their right to
control the terms of the Poison Pill, the decision itself will trigger the
very features of the Poison Pill that are repulsive to AMP shareholders.
57. The effect of the nullification provision is to attempt to
repeal Article VII of AMP's Articles by AMP board fiat without a vote of
AMP shareholders - in fact, to defeat a vote of AMP shareholders - and to
attempt to repeal PBCL ss. 1721 by AMP board fiat without a vote of
Pennsylvania lawmakers.
58. Therefore, the nullification provision is ultra vires and
constitutes yet another attempt by AMP's board to change the rules in
midstream - to attempt to render meaningless the consent solicitation and
to overrule the lawful exercise by AMP's shareholders of rights
specifically granted to them under the PBCL and AMP's Articles.
AMP's Other Manipulations of the Corporate Machinery
59. In addition to the amendments of its Poison Pill, AMP's
board has initiated several other entrenchment maneuvers.
AMP's Delay of the Record Date
60. On August 11, 1998, AlliedSignal formally requested in
writing that AMP fix August 31, 1998 as the record date for the consent
solicitation. On August 21, 1998, the AMP board fixed the record date for
the AlliedSignal consent solicitation, not on August 31, 1998, but
forty-five days later, on October 15, 1998 (the "October 15 Record Date").
61. The purported grounds for the board's fixing the October 15
Record Date, as publicly stated by the AMP board, were (a) to ensure that
"adequate information is available" to AMP's shareholders, and (b) to give
AMP "sufficient time to comply with the broker search card requirements of
Rule 14a-13 under the Securities Exchange Act of 1934, as amended" (the
"Search Provision"). Neither of those purported justifications warranted
putting off the record date beyond August 31, let alone delaying it until
October 15.
62. There was no basis for the AMP board's stated concerns
because the requested August 31 record date was suitable to provide
adequate information to AMP's shareholders. Moreover, the SEC proxy rules,
which govern the consent solicitation, are designed to ensure that AMP's
shareholders would have all material information to make an informed
decision before they gave their written consents. The AMP shareholders will
not be pressured or hurried to make a decision; the decision can be made
whenever they believe themselves properly knowledgeable.
63. In fact, on August 13, even before the AMP board fixed the
record date, AMP filed with the SEC a preliminary Consent Revocation
Statement, pursuant to Section 14(a) of the Exchange Act, and the
information was publicized and made available to AMP shareholders. That
filing, which was amended on August 26, 1998 (as amended, "the preliminary
Schedule 14A"), was made for the purpose of commencing a solicitation
campaign to obtain consent revocations from AMP shareholders and thereby
seek to block AlliedSignal's consent solicitation.
64. Similarly, the notice period contemplated by the Search
Provision was effectively satisfied by AlliedSignal's request for the
fixing of an August 31 record date, since the request was made and widely
publicized on August 11, twenty days in advance of AlliedSignal's requested
record date.
65. AMP's fixing of the October 15 Record Date was arbitrary
and unnecessary for the orderly functioning of the consent process.
66. Nevertheless, AlliedSignal agreed not to contest the
October 15 Record Date in a letter agreement, dated September 4, 1998,
which provided for notice to be given by AMP before it took certain
actions.
AMP's Frivolous Lawsuit Against AlliedSignal
67. On August 21, 1998, AMP filed a complaint against
AlliedSignal, alleging that 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" because "the
AlliedSignal officers and directors have already determined that AMP should
be combined with AlliedSignal. . ." AMP further alleges in its complaint
that "[w]hile committed to this course of action on behalf of AlliedSignal,
the AlliedSignal nominees could not fully and completely discharge their
fiduciary duty to AMP."
68. AMP's allegations are specious as a matter of law. First,
Pennsylvania law safeguards the right of shareholders to elect directors of
their own choosing, provided that such directors meet the minimal
qualifications set forth in the PBCL and AMP's Bylaws, as do all of
AlliedSignal's nominees. Nothing in Pennsylvania law or AMP's Articles or
Bylaws remotely suggests that the shareholders' right to elect the
directors of the corporation they own does not apply to the election of a
director nominee who may have an outside interest in a proposed transaction
and/or has publicly taken a position in support of a proposed transaction
prior to the election.
69. Second, under PBCL Section 1728(a)(2) and Section 2.12 of
AMP's Bylaws, "Interested Directors" are clearly permitted to submit a
proposed transaction to shareholders for approval. So long as the
shareholders have the right to decide whether a transaction is in their
best interests, Pennsylvania laws permit its adoption by Interested
Directors.
70. Thus, PBCL Section 1728(a)(2) permits a transaction between
AMP and a second corporation, like AlliedSignal, "in which one or more of
its directors or officers are directors or officers or have a financial or
other interest" (an "Interested Director"), as long as the "material facts
as to [the Interested Director's] relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon and the contract or transaction is specifically
approved in good faith by vote of those shareholders" (the "Interested
Director Statute"). Section 2.12 of AMP's Bylaws substantially mirrors the
provisions of the Interested Director Statute.
71. Third, unless the merger partner owns 80% or more of the
outstanding AMP shares, any merger must be approved by holders of
two-thirds of the outstanding AMP shares in accordance with Article X of
the AMP charter; this is even greater than the majority vote required under
Section 1924 of the PBCL. Moreover, if a proposed merger is consummated
involving all or part cash consideration, dissenters' rights would be
provided in accordance with Section 1930(a) of the PBCL.
72. Finally, in any event, there is no basis whatsoever for
suggesting that the nominees, who are persons of outstanding abilities,
experience and integrity, will not conduct themselves in full compliance
with their fiduciary duties to AMP. Nor will consideration of any of
AlliedSignal's proposals prevent an AMP director new or old from acting in
a manner consistent with his or her fiduciary duty.
73. In a separate claim for relief, AMP alleges in its
complaint that AlliedSignal has violated its disclosure obligations under
Section 14 of the Securities Exchange Act and the rules adopted thereunder
because AlliedSignal failed to disclose that its consent solicitation is
(allegedly) unlawful. This disclosure claim is equally frivolous. It is
well-established law that an entity is under no obligation to characterize
its consent solicitation proposals as unlawful. This is particularly true
where, as here, AlliedSignal has fully disclosed the underlying facts
giving rise to the proposals' alleged unlawfulness - the nominees'
affiliation with AlliedSignal and their position with respect to the Tender
Offer.
AMP's Schedule 14D-9 and Public Statements
74. On August 21, 1998, AMP announced that it opposes the
Tender Offer and Merger, and filed with the SEC a Schedule 14D-9, which has
since been amended (the "Schedule 14D-9"), describing the AMP board's
opposition to AlliedSignal's Tender Offer.
75. AMP's Schedule 14D-9 states that AlliedSignal's Tender
Offer is "not in the best interests of AMP and its relevant constituencies"
because AMP's "current strategic initiatives and business plans offer the
potential for greater benefits for AMP's various constituencies, including
its shareholders." AMP's so-called current restructuring and AMP's
"initiatives" and "business plans," however, are merely the latest
iteration of AMP management's past unsuccessful efforts to improve AMP's
operations efforts which have done nothing to improve the value of AMP.
Indeed, AMP acknowledges that, prior to AlliedSignal's announcement of the
Tender Offer, AMP's share price was the lowest it has been in twelve years,
despite the prior announcement of its restructuring plan.
76. AMP's Schedule 14D-9 also describes the AMP board's "belief
that [AMP's] new management team is well suited to implement the profit
improvement program" it allegedly has instituted. But AMP's purported "new
management" consists of the very same individuals who have attempted,
without success, to improve AMP's operations over the past several years.
77. AMP apparently has no intention of ceasing its campaign to
keep control of AMP in the hands of current management despite the will of
AMP's shareholders. AMP's Chairman Robert Ripp was reported in a Wall
Street Journal article, dated September 11, 1998, as stating that, even if
75% of AMP's shares are tendered, he still plans to fight AlliedSignal's
offer until AMP's Poison Pill expires in November 1999.
AMP's Reduction of the Poison Pill Trigger
78. Despite the overwhelming response to its Tender Offer,
AlliedSignal could only purchase up to 20% of AMP's outstanding shares
without triggering AMP's Poison Pill (as originally adopted). As a result,
AlliedSignal announced that it intended to purchase 40 million AMP shares
pursuant to its Amended Offer.
79. In response to AlliedSignal's Amended Offer, on September
18, 1998, AMP, in Amendment No. 4 to the Rights Agreement, also amended the
Poison Pill to reduce the trigger percentage from 20% to 10%.
80. That action by AMP again changed the rules applicable to
AlliedSignal's offer and consent solicitation in derogation of AMP
shareholders' rights, constituted an impermissible manipulation of the
corporate machinery, and violated the Pennsylvania public policy embedded
in the PBCL's antitakeover provisions, which consistently permit offerors
to acquire up to 20% of a company's stock before those provisions become
applicable.
81. In order to avoid triggering the Poison Pill, AlliedSignal
has been forced to reduce its commitment to purchase, from 40 million
shares to 20 million shares, pursuant to the Amended Offer.
82. The effect of this latest amendment to AMP's Poison Pill is
to deprive AMP's shareholders of nearly $900 million by preventing them
from tendering 20 million shares to AlliedSignal.
83. While AMP has admitted that one reason for amending the
Poison Pill was to prevent AlliedSignal from becoming an 18% minority
shareholder, the other primary purpose that the amendment serves is to set
up yet another obstacle in the way of AlliedSignal's offer and consent
solicitation, without regard to the will of AMP's shareholders. Again,
AMP's board changed the rules to prevent stockholder choice.
Risk of Irreparable Harm
84. Both the proposed offer and the proposed Merger will afford
enormous benefits to AlliedSignal and AMP shareholders.
85. Consummating the Merger with AMP will give AlliedSignal an
important new business segment that will complement its current businesses.
AlliedSignal will be irreparably harmed if, because of the AMP board's
actions, it is not permitted to complete its Tender Offer and Merger within
a reasonable period of time.
86. AMP's conduct effectively disenfranchises AMP's
shareholders by depriving them of the ability to control the affairs of
their corporation and to obtain desired representation on AMP's board.
87. Through the actions described above, AMP has attempted to
deny shareholders the right to remove the critical obstacle - the Poison
Pill to consummation of the Tender Offer and the proposed Merger by either
electing directors who can remove it or authorizing Rights Agreement
Managing Agents to amend it in a manner that would render it inapplicable
to offers that are supported by holders of a majority of the outstanding
shares. Furthermore, the uncertainties created by AMP's actions in adopting
a nonredeemable poison pill adversely affect the consent process, since
shareholders do not know what actions AlliedSignal may take to implement
the proposed Merger, the timing of the Merger, or whether AlliedSignal
would withdraw the Tender Offer and proposed Merger if the Poison Pill were
not defused. AMP's interference with the shareholder franchise will cause
shareholders irreparable harm.
88. Moreover, while interference with shareholder voting rights
under any circumstances will cause shareholders irreparable harm, the right
to vote in favor of, or against, a fundamental corporate change like
AlliedSignal's Merger proposal, is one of the quintessential issues for
which voting rights are intended to be protected.
89. The Tender Offer and Merger also provide AMP's shareholders
the opportunity to realize a more than 55% premium for their AMP stock
based on AMP's market price immediately prior to the announcement of the
offer on August 4, 1998. Presumably, AlliedSignal's offer represents an
even greater premium value today in view of the substantial stock market
decline since that date. AMP's shareholders will lose the opportunity
presented by the offer and proposed Merger, if the AMP board is permitted
to frustrate the rights of AMP shareholders.
First Claim for Relief
(Declaratory Judgment and Injunctive Relief with Respect to
Illegal Nonredemption and Nullification Provisions of AMP's Poison Pill)
90. Plaintiff repeats and realleges the allegations contained
in each of the preceding paragraphs as if fully set forth herein.
91. The nonredemption provision - which effectively strips duly
elected directors of the ability to redeem the Poison Pill - undermines the
mandate embedded in Pennsylvania law, including PBCL Section 1725, that (a)
only those directors validly elected by shareholders are entitled to manage
the corporation; and (b) once directors are elected, they cannot be
prevented from acting to manage the corporation.
92. By denying the board any ability, "following a majority
change of disinterested directors," to redeem the Poison Pill, the
nonredemption provision also violates Section 1.11 of AMP's Bylaws, which
provides for the election of AMP directors by AMP's shareholders, and
Section 2.1 of AMP's Bylaws, which provides that directors duly elected by
the shareholders have the authority to manage AMP's business and affairs.
93. The nonredemption provision and the nullification provision
both violate PBCL Section 1721. This section requires that, unless
otherwise provided by statute or in a bylaw adopted by the shareholders,
all powers vested in a corporation "shall be exercised" by, or at the
direction of, a corporation's directors. One such power expressly vested in
the corporation under PBCL ss. 1502(18), is the power to "accept, reject,
respond to, or take no action in respect of an actual or potential. .
.tender offer." Since the shareholders of AMP have not (as yet) adopted a
bylaw restricting their directors' ability to exercise this power, AMP's
board cannot by itself so limit the discretion of future directors through
adoption of the nonredemption provision. This section also provides that "a
bylaw adopted by the shareholders" can modify, limit, or even eliminate the
authority of a board of directors to exercise corporate powers. The
nullification provision provides that the Poison Pill becomes nonamendable
and nonredeemable immediately upon the adoption of a bylaw attempting to
limit the board's authority, rights and duties with respect to the Poison
Pill. Therefore, because the nullification provision effectively prevents
AMP's shareholders from modifying, limiting or eliminating the authority of
AMP's board with respect to the Poison Pill, the nullification provision
violates PBCL Section 1721.
94. The nonredemption provision is illegal under PBCL Sections
1525, 1712 and 1715, because it restricts the board from redeeming the
Poison Pill even if that is required or permitted by the board members'
fiduciary duties.
95. Shareholders have fundamental voting rights that cannot be
contravened by a corporation's board of directors. In an election contest,
the adoption of a nonredeemable poison pill like AMP's is a patently
unreasonable and disproportionate defensive measure, because it is designed
to eradicate the AMP shareholders' rights to receive tender offers and wage
proxy contests and consent solicitations to replace the AMP board. And,
because the nonredemption provision is specifically intended to take effect
when shareholders have voted or consented to a change in control of the
board, it is inherently suspect as an entrenchment mechanism of the current
AMP board and AMP management. Similarly, because the nullification
provision effectively forecloses any possibility for AMP's shareholders to
approve of a business combination without the board's approval, it, too, is
inherently suspect as an entrenchment device.
96. The nonredemption provision and the nullification provision
thus purposefully interfere with the shareholder voting franchise without
any reasonable justification.
97. In violating the PBCL and AMP's Bylaws, the adoption of the
nonredemption provision and the nullification provision exceed the powers
granted to the corporation and its directors under PBCL Section 1502. This
act is, therefore, ultra vires and of no effect.
98. AMP's adoption of the nonredemption provision and the
nullification provision also constitute fraud and/or fundamental unfairness
on the part of AMP, entitling AlliedSignal to declaratory relief, and to
injunctive relief invalidating the nonredemption provision and the
nullification provision under PBCL Section 1105.
Second Claim for Relief
(Declaratory Judgment
for Commerce Clause Violation)
99. Plaintiff repeats and realleges the allegations contained
in each of the preceding paragraphs as if fully set forth herein.
100. To the extent that the nonredemption provision, the
nullification provision and other anti-takeover devices that preclude
tender offers and consent solicitations are permitted under Pennsylvania
law, such law is unconstitutional under the Commerce Clause because it
impermissibly burdens interstate commerce far in excess of local benefits.
101. The nonredemption provision and the nullification
provision render futile the consent solicitation and other contests for
corporate control, because the shareholders will be powerless to elect a
board that is both willing and able to accept an insurgent's bid. If
Pennsylvania law is deemed to permit the nonredemption provision and the
nullification provision, such law gives a Pennsylvania corporation's
pre-existing board of directors a de facto veto power over tender offers
and mergers, thwarts shareholder democracy and the rights of all AMP
shareholders located throughout the United States, and impermissibly
burdens interstate commerce.
102. To the extent the nonredemption provision and the
nullification provision are permissible under Pennsylvania law, such law
injures and will continue to injure AlliedSignal and all AMP shareholders
because it creates an absolute barrier to the proposed Tender Offer and
Merger, or any other similar transaction proposed by anyone else, even if
the holders of a majority - or, indeed, all - of AMP's shares support the
proposed transaction.
Third Claim for Relief
(Declaratory Judgment
for Supremacy Clause Violation)
103. Plaintiff repeats and realleges the allegations contained
in each of the preceding paragraphs as if fully set forth herein.
104. To the extent that the nonredemption provision, the
nullification provision and other anti-takeover devices that preclude
tender offers and consent solicitations are permitted under Pennsylvania
law, such law is preempted by the federal securities laws and thereby
violates the Supremacy Clause of the United States Constitution. It
frustrates the purposes and objectives of Congress in enacting the Williams
Act and proxy laws by: (a) giving intransigent management the ability to
defeat a noncoercive proposal without a vote by shareholders; (b)
impermissibly tilting the balance between management and a potential
acquirer in the context of a noncoercive proposal; and (c) creating an
absolute barrier to the right of AMP shareholders to exercise their voting
rights in favor of the proposed Tender Offer and Merger.
105. To the extent the nonredemption provision and the
nullification provision are permissible under Pennsylvania law, such law
injures and will continue to injure AlliedSignal because it creates an
absolute barrier to the proposed Tender Offer and Merger, or any other
similar transaction proposed by anyone else, even if the holders of a
majority of AMP's shares support the proposed transaction.
Fourth Claim for Relief
(Declaratory Judgment and Injunctive Relief
for Record Date Abuse or Other Manipulation of AMP's Corporate Machinery)
106. Plaintiff repeats and realleges the allegations contained
in each of the preceding paragraphs as if fully set forth herein.
107. AMP should be enjoined from using the time prior to the
October 15 Record Date to take additional action that has the effect of
interfering with the rights of AMP's shareholders to vote on the consent
solicitation proposals.
108. In particular, AMP should be enjoined from: (a) amending
its Bylaws or Poison Pill in any way to impede the effective exercise of
the shareholder franchise; or (b) utilizing the delay caused by AMP's
fixing of the October 15 Record Date to interfere with the AMP
shareholders' right to vote on matters presented by AlliedSignal's consent
solicitation.
109. AlliedSignal has no adequate remedy at law.
WHEREFORE, plaintiff respectfully requests that this Court
enter judgment against defendant, as follows:
A. Declaring pursuant to the Declaratory Judgment Act, 28
U.S.C. ss. 2201(a) and Fed. R. C. P., Rule 57, that:
(a) the nonredemption provision and the
nul1ification provision are in violation of Pennsylvania law; and
(b) to the extent Pennsylvania law authorizes the
nonredemption provision and the nullification provision, such law (i)
constitutes an impermissible burden on interstate commerce in violation of
the Commerce Clause of the United States Constitution, and (ii) is
preempted by the Williams Act and therefore unconstitutional under the
Supremacy Clause of the United States Constitution.
B. Enjoining enforcement of the nonredemption provision and the
nullification provision of AMP's Poison Pill.
C. Preliminarily and permanently enjoining the defendant, its
directors, officers, partners, employees, agents, subsidiaries and
affiliates, and all other persons acting in concert with or on behalf of
the defendant directly or indirectly, from taking any steps to impede or
frustrate the ability of AMP's shareholders to consider or make their own
determination as to whether to accept the terms of AlliedSignal's tender
offers and the proposals in AlliedSignal's consent solicitation, or taking
any other action to manipulate the corporate machinery or thwart or
interfere with AlliedSignal's tender offers or consent solicitation,
including, among other things, (i) amending its bylaws or Rights Agreement
in any way to impede the effective exercise of the shareholder franchise;
or (ii) utilizing the delay caused by AMP's fixing of the October 15 Record
Date to interfere with the AMP shareholders' right to vote on matters
presented by AlliedSignal's consent solicitation.
D. Granting compensatory damages for all incidental injuries
suffered as a result of defendant's unlawful conduct.
E. Awarding plaintiff the costs and disbursements of this
action, including attorney's fees.
F. Granting plaintiff such other and further relief as the
court deems just and proper.
Alexander R. Sussman
Barry G. Sher
Thea A. Winarsky
John W. Brewer
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
(212) 859-8000
and
Mary A. McLaughlin
George G. Gordon
Dechert, Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
(215) 994-4000
Attorneys for Plaintiff
DATED: September 22, 1998
VERIFICATION
Pursuant to 28 U.S.C. ss. 1746, I, Peter M. Kreindler, hereby
verify under penalty of perjury that the allegations and averments in the
foregoing Verified Second Amended Complaint for Declaratory and Injunctive
Relief are, with respect to AlliedSignal Inc. and its own acts, true and
correct to my own knowledge, and as to all other matters, I believe them to
be true.
Peter M. Kreindler, Esq.
Senior Vice President,
General Counsel and Secretary
AlliedSignal Inc.
Executed on September 22, 1998
CERTIFICATE OF SERVICE
I hereby certify that I caused this day the foregoing Motion
for Leave to File a Verified Second Amended Complaint to be served on the
following by hand delivery:
Jon A. Baughman
PEPPER HAMILTON, LLP
3000 Two Logan Sq.
18th & Arch Streets
Philadelphia 19103-2799
John G. Harkins, Jr.
HARKINS CUNNINGHAM
1800 One Commerce Sq.
2005 Market St.
Philadelphia PA 19103-7042
Stuart H. Savett
SAVETT FRUTKIN POSDELL & RYAN, P.C.
325 Chestnut Street, Ste 700
Philadelphia, PA 19106-2614
Heather A. Hoyt
Dated: September 22, 1998
EXHIBIT 62
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 CHAIRMAN AND CEO ROBERT RIPP RESPONDS
TO ALLIEDSIGNAL'S BOSSIDY
HARRISBURG, Pennsylvania (September 24, 1998) - AMP Incorporated (NYSE:
AMP) announced today that Robert Ripp, chairman and chief executive officer
of the Company, sent the following letter to Lawrence Bossidy, chairman and
chief executive officer of AlliedSignal Inc. (NYSE: ALD):
September 23, 1998
Mr. Lawrence A. Bossidy
Chairman and Chief Executive Officer
AlliedSignal Inc.
P.O. Box 300
Morristown, NJ 07962-2496
Dear Mr. Bossidy:
On behalf of our board of directors, I am writing in response to your
September 22, 1998 letter.
Apart from the obvious posturing purposes of your letter, we welcome
your acceptance of our view that the consent process is an entirely
inappropriate means for the presentation of AlliedSignal's various
proposals. As you stated in your letter, "AlliedSignal chose to initiate a
consent solicitation only because AMP's shareholders do not have a right to
convene a meeting..." The fact is, however, that they have an equivalent
right. AMP has an Annual Meeting of Shareholders every year and, as we have
said all along, AlliedSignal will have the opportunity to present any or
all of its proposals at our 1999 Annual Meeting.
AlliedSignal has entirely ignored the following fundamental facts:
1. There is nothing in the proposed legislation that would in any way
impede AlliedSignal's ability to seek shareholder votes at the next Annual
Meeting.
2. AMP's directors, unlike AlliedSignal's directors, are not
protected from a change in control by a staggered board with 3-year terms;
every one of our directors will stand for election at our 1999 Annual
Meeting. This will give AlliedSignal the opportunity to seek to elect the
entire AMP Board.
3. When voting at the 1999 Annual Meeting, AMP shareholders will have
had the opportunity to assess the success of AMP's profit improvement plan
and other value enhancement initiatives, and weigh them against
AlliedSignal's offer.
If you truly seek to benefit our shareholders, you will terminate
your impending consent solicitation and pursue your proposals at the Annual
Meeting - which provides an open process aimed at taking a single vote on a
specified date.
Although I am not addressing this letter to your board, I would
appreciate your sharing it with them.
Very truly yours,
/s/ Robert Ripp
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 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 ("CSF") and
Donaldson, Lufkin & Jenrette Securities Corporation ("D.J.") to act as its
financial advisors in connection with the AlliedSignal Offer, for which CSF
and D.J. will receive customary fees, as well as reimbursement of
reasonable out-of-pocket expenses. In addition, AMP has agreed to indemnify
CSF, D.J. and certain related persons against certain liabilities,
including certain liabilities under the federal securities laws, arising
out of their engagement. CSF and D.J. are investment banking firms that
provide a full range of financial services for institutional and individual
clients. Neither CSF nor D.J. 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 CSF or D.J. In connection with CSF's role as
financial advisor to AMP, CSF and the following investment banking
employees of CSF 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
Haman. In connection with D.J.'s role as financial advisor to AMP, D.J. and
the following investment banking employees of D.J. 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. Ratch. In the normal course of its business, each of CSF and D.J.
regularly buys and sells securities issued by AMP for its own account and
for the accounts of its customers, which transactions may result in CSF,
D.J. 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, D.J. held no shares
of AMP common stock for its own account and CSF had a net long position of
103,966 shares of AMP common stock.
EXHIBIT 63
FOR IMMEDIATE RELEASE
Contacts:
Richard Skaare Judith Wilkinson / Joele Frank
AMP Corporate Communication Abernathy MacGregor Frank
717/592-2323 212/371-5999
Doug Wilburne
AMP Investor Relations
717/592-4965
AMP CITES SIGNIFICANT DROP IN SHARES TENDERED TO
ALLIEDSIGNAL
SAYS IT APPEARS TENDERS DROPPED TO APPROXIMATELY 61% BY SEPTEMBER 18
AND ALLIEDSIGNAL TRIED TO CONCEAL INFORMATION
HARRISBURG, Pennsylvania (September 24, 1998) - AMP Incorporated (NYSE:
AMP) today responded to AlliedSignal's belated admission that the
percentage of shares tendered into its offer has dropped significantly. AMP
said, based on information obtained by its proxy solicitation firm, it
appears that when AlliedSignal extended its offer on September 18, 1998,
the percentage of shares tendered was only approximately 61%.
AlliedSignal's belated announcement today relied on the number of shares
not withdrawn by midnight on September 17, representing approximately 63%.
September 11 was the initial expiration date for AlliedSignal's original
tender offer for all AMP shares. On September 14, AlliedSignal reduced its
offer to 40 million shares and extended the expiration date to September
25. On September 18, AlliedSignal announced it was further reducing its
offer to 20 million shares, and extended it to October 2.
AMP stated: "Under SEC Rules, AlliedSignal was required -- and failed -- to
make prompt disclosure of the number of shares tendered when it extended
its offer on September 18. They deliberately sat on this information in an
effort to conceal the fact that a substantial percentage of the shares
originally tendered had been withdrawn. At the same time, AlliedSignal has
repeatedly touted their inflated 72% number in an attempt to drum up
support for their inadequate bid."
# # #
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.
