SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No.7)
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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. 7 amends and supplements the
Solicitation/Recommendation Statement of 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 all of the issued and outstanding 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 28, 1989, and as amended on September 4, 1992, August
12, 1998 and August 20, 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, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated
August 10, 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
------- -----------
33 Letter sent by AMP to its employees on September 2,
1998.
o o o
This document and the exhibits attached hereto may contain certain
"forward-looking" statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act,
which are intended to be covered by the safe harbors created thereby. Such
statements should be considered as subject to risks and uncertainties that
exist in AMP's operations and business environment and 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 is filed as Exhibit 19 to
the Schedule 14D-9.
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 2, 1998 AMP Incorporated
By: /s/ Robert Ripp
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Name: Robert Ripp
Title: Chairman and Chief
Executive Officer
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit
No. Description
------- -----------
33 Letter sent by AMP to its employees on September 2,
1998.
Exhibit 33
[AMP Letterhead]
September 2, 1998
Fellow AMP Employees:
Since our Town Meeting on August 24, I have been overwhelmed by your
enthusiastic response to our profit improvement plan. And, on a personal
note, many of you have taken the time to share your thoughts and ideas. You
are very important to AMP, and I greatly appreciate your support.
All of us at AMP also feel very good about the support we are getting from
others, as well. AMP is well thought of by our customers, suppliers, local
governments and communities wherever we do business.
That was apparent on September 1 when AMP hosted a conference for the
media, community and government leaders at headquarters in Harrisburg. The
conference was attended by more than 80 leaders including: two members of
the U.S. House of Representatives, six members of the Pennsylvania General
Assembly, numerous county and local government officials, and
representatives of charitable and cultural organizations.
In my remarks, I thanked our friends for stepping forward to do everything
possible to help keep AMP in Pennsylvania. I told them that we know best
how to run our business and how we are committed to moving the company
further and faster to unlock its value.
At the conference, employees showed up with "AlliedSignal No!" buttons. I
think they're great! They certainly sum up my attitude about the
AlliedSignal tender offer.
Another example of the strong support we are receiving is the statement
made recently by Rick Santorum, one of Pennsylvania's U.S. senators.
Senator Santorum said, "It would be a serious blow to the Pennsylvania
economy to lose a major employer such as AMP. AMP's presence has been
positively felt in Pennsylvania for many years, not only by the creation of
thousands of high-quality jobs for Pennsylvanians, but through its long
record of community involvement. I support AMP's decision to fight to stay
in Pennsylvania and hope that the current situation can be resolved in the
best interest of AMP employees and our state economy."
We will be thanking all of our Pennsylvania friends and neighbors for their
support in a number of ways including ads that will be appearing in
newspapers throughout Central Pennsylvania.
We will remind local leaders of the deep ties that AMP has to communities
where we do business and of our commitment as an active and supportive
corporate partner. We want to emphasize that the bond between AMP and
Pennsylvania communities did not happen overnight; it developed over more
than a half century.
PERFORMANCE IMPROVEMENT PLAN UPDATE
At the Town Meeting, I told you we would let you know as we make progress
on implementing our plan. It's important that you know what we're doing,
and we will continue to keep you informed as we move ahead.
The plan is an important element of our strategy to make AMP even more
competitive. It will bring greater value to our shareholders and make AMP a
better, stronger company.
My management team is completely focused on achieving the plan, and we are
moving decisively.
On September 1, we announced that we are ceasing production at the M/A-COM
facility in Harlow, England, and consolidating manufacturing in Port
Glasgow, Scotland, from two buildings to one. These actions will lower
manufacturing costs and affect a number of employees through early
retirement, attrition and layoffs.
We are confident that our profit improvement plan will provide great value
to all of AMP's constituencies, and you are an important part of making it
happen. Your continued support is vital. Our customers depend on you. Stay
focused and don't let up. AMP needs your support now more than ever.
Sincerely,
Robert Ripp
Chairman and CEO
Because AlliedSignal has stated that it will initiate a consent
solicitation, the participant information in small print 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 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 buy and sell 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.
