SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant {X}
Filed by a Party other than the Registrant {_}
Check the appropriate box:
{_} Preliminary Proxy Statement
{_} Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{_} Definitive Proxy Statement
{_} Definitive Additional Materials
{X} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMP INCORPORATED
----------------------------
(Name of Registrant as specified in its charter)
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(Name of person(s) filing proxy statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
{X} No fee required.
{_} Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transactions:
(5) Total fee paid.
- --------
{_} Fee paid previously with preliminary materials.
{_} Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
AN IMPORTANT MESSAGE FROM AMP INCORPORATED TO THE
SHAREHOLDERS OF ALLIEDSIGNAL INC
IT'S SEPTEMBER 14TH
DO YOU KNOW WHERE YOUR BOARD IS?
If AlliedSignal has its way, one place your Board of Directors may not be a
few months from now is taking good care of your investment in AlliedSignal.
For example, did you know that since AlliedSignal announced its attempted
hostile takeover of AMP on August 4, 1998:
AlliedSignal's stock price has plunged from $43.56 to $33.56* --
a decrease of approximately 23%
AlliedSignal's aggregate market value has dropped by more than
$5.6 billion.
There are some very important things happening with your Board, and you
should know exactly what is going on:
AlliedSignal, in its attempted hostile takeover of AMP, is trying
to graft its entire Board of Directors and most of its senior
management directly onto AMP's Board.
Every one of AlliedSignal's 14 directors is seeking to become a
director of AMP -- a company in which AlliedSignal currently owns
only 100 shares of stock.
Most of AlliedSignal's executive officers, including Chairman and
Chief Executive Officer Lawrence A. Bossidy and Vice Chairman
Frederic M. Poses, also are seeking to become directors of AMP.
If AlliedSignal's 17 directors and executive officers end up on
AMP's Board, they would face irreconcilable conflicts of interest
-- owing fiduciary duties to you, as an AlliedSignal shareholder,
and having equally compelling legal responsibilities to AMP. HAS
ALLIEDSIGNAL EVER TOLD YOU ANYTHING ABUT HOW THEY WOULD ADDRESS
THESE INEVITABLE AND IRRECONCILABLE CONFLICTS OF INTEREST AND HOW
THAT WOULD AFFECT YOU?
Under current circumstances, AlliedSignal is not in a position to
acquire AMP until late 1999, at the earliest. In the meantime,
AlliedSignal's directors and executive officers could be charged
with the legal responsibility of managing AMP's businesses and its
more than 48,000 employees in over 50 countries during that enitre
period of time.
IF YOUR ENTIRE BOARD OF DIRECTORS AND MOST OF YOUR SENIOR MANAGEMENT,
INCLUDING MR. BOSSIDY, END UP TRYING TO RUN AMP -- WHO WILL BE TAKING CARE
OF YOUR INVESTMENT AT ALLIEDSIGNAL?
September 14, 1998
IMPORTANT
IF YOU HAVE ANY QUESTIONS OR NEED FURTHER INFORMATION, PLEASE CALL:
INNISFREE
M&A INCORPORATED
CALL TOLL FREE: (888) 750-5834 o BANKS AND BROKERS CALL COLLECT: (212) 750-5833
AMP and certain other persons named below may be deemed to be participants
in the solicitation of revocations of consents in response to
AlliedSignal's consent solicitation. The participants in this solicitation
may include the directors of AMP (Ralph D. DeNunzio, Barbara H. Franklin,
Joseph M. Hixon III, William J. Hudson, Jr., Joseph M. Magliochetti, Harold
A. McInnes, Jerome J. Meyer, John C. Morley, Robert Ripp, Paul G. Schloemer
and Takeo Shiina); the following executive officers of AMP: Robert Ripp
(Chairman and Chief Executive Officer), William J. Hudson (Vice Chairman),
James E. Marley (former Chairman), William S. Urkiel (Corporate Vice
President and Chief Financial Officer), Herbert M. Cole (Senior Vice
President for Operations), Juergen W. Gromer (Senior Vice President, Global
Industry Businesses), Richard P. Clark (Divisional Vice President, Global
Wireless Products Group), Thomas DiClemente (Corporate Vice President and
President, Europe, Middle East, Africa), Rudolf Gassner (Corporate Vice
President and President, Global Personal Computer Division), Charles W.
Goonrey (Corporate Vice President and General Legal Counsel), John E.
Gurski (Corporate Vice President and President, Global Value-Added
Operations and President, Global Operations Division), David F. Henschel
(Corporate Secretary), John H. Kegel (Corporate Vice President,
Asia/Pacific), Mark E. Lang (Corporate Controller), Philippe Lemaitre
(Corporate Vice President and Chief Technology Officer), Joseph C.
Overbaugh (Corporate Treasurer), Nazario Proietto (Corporate Vice President
and President, Global Consumer, Industrial and Power Technology Division);
and the following other members of management and employees of AMP: Richard
Skaare (Director, Corporate Communication), Douglas Wilburne (Director,
Investor Relations), Mary Rakoczy (Manager, Shareholder Services), 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 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 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.
* AlliedSignal's closing price as reported on the New York Stock Exchange
on September 11, 1998.
