SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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Check the appropriate box:
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{_} Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{_} Definitive Proxy Statement
{_} Definitive Additional Materials
{X} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMP INCORPORATED
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(Name of Registrant as specified in its charter)
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(Name of person(s) filing proxy statement, if other than Registrant)
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and 0-11.
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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 ANNOUNCES "FAST" PROGRAM
TO ITS SHAREHOLDERS
HARRISBURG, PENNSYLVANIA (SEPTEMBER 15, 1998) - AMP Incorporated (NYSE:
AMP) today addressed shareholders with the following message that appeared
in various papers around the country:
"TO ALL AMP SHAREHOLDERS:
Q: WHAT'S NEW?
A: AT AMP, JUST ABOUT EVERYTHING.
AMP is moving FAST -- through FOCUS, ACCOUNTABILITY, SIMPLICITY AND
TIMELINESS -- with confidence in the success of our Profit Improvement
Plan.
FOCUS
AMP is focused on ACHIEVING RESULTS. The implementation of AMP's Profit
Improvement Plan will produce:
o SUBSTANTIAL COST SAVINGS. By 2000, AMP's Profit Improvement Plan is
expected to yield $320 million in cost savings, with an expected
$205 million in savings in 1999.
o INCREASED OPERATING MARGINS. As a result of these cost savings, AMP's
operating income margins are expected to increase to 11% in the
fourth quarter 1998, 13.5% in 1999 and 16.5% in 2000.
o IMPROVED EARNINGS OUTLOOK. Earning per share are expected to be at
least $2.30 for 1999 and at least $3.00 for 2000. We believe these
estimates are conservative and likely to be revised upward as further
profit improvement is achieved.
ACCOUNTABILITY
AMP'S $320 million in cost savings will come from four targeted areas, each
led by an experienced executive charged with the responsibility of
achieving a specified portion of these cost savings.
SIMPLICITY
Under the new leadership of Bob Ripp, a take-charge, results-oriented,
no-nonsense CEO, AMP's attitude and goals have been revitalized and
redirected, resulting in:
o INCREASED SALES INITIATIVES. AMP is simplifying and refining
ordering, pricing and delivery systems including a new pricing
structure, a larger sales force and other customer-focused programs
like 24-hour customer service and guaranteed shipment of more than
10,000 strategic parts within 24 hours.
o NEW MANAGEMENT SYSTEM. Direct reporting to the CEO has been cut in
half from 22 to 11 executives, initiating AMP's company-wide
structural transformation.
TIMELINESS
o AMP's Profit Improvement Plan is in place and already working. AMP is
actively pursuing ways to accelerate the benefits of its Plan and
exploring options to increase value further in the nearer term.
Because we are a NEW AMP we are a SIGNIFICANTLY MORE VALUABLE COMPANY today
and will be even more so tomorrow.
AlliedSignal's offer is a blatant attempt to capture the value of the NEW
AMP for AlliedSignal's own shareholders. AlliedSignal's acknowledged tactic
is to pressure your overwhelmingly independent Board by threatening to
graft its entire Board of Directors and most of its senior management
directly onto AMP's Board.
We fully recognize that the issue often comes down to one of value. The NEW
AMP is real, it has the leadership, the programs and the dedication to
deliver results - FAST. The NEW AMP is a better value alternative than
AlliedSignal's opportunistic, low-ball bid.
THE CHOICE IS CLEAR. CHOOSE VALUE. DON'T TENDER. DON'T CONSENT."
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 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: Richard
Skaare (Director, Corpo-rate Communication), Douglas Wilburne (Director,
Investor Relations), Mary Rakoczy (Manager, Shareholder Services), Dorothy
J. Hiller (Assistant Manager, Shareholder Services) and Melissa E. Witsil
(Communications Assistant). As of the date of this communication, none of
the foregoing participants individually benefi-cially 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 A"long" or net "short"
position in AMP securities, or option contracts or other derivatives in or
relating to such securities. As of September 1, 1998, DLJ held no shares of
AMP common stock for its own account and CSFB had a net long position of
118,566 shares of AMP common stock.
This press release contains 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. 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 offer and
whose numbers will have been reduced as a result of these initiatives.
