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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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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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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[AMP Letterhead]
September 30, 1998
Dear Fellow Shareholder:
We are pleased to report that AMP has announced a SELF-TENDER OFFER FOR
30 MILLION SHARES of its common stock at a price of $55.00 PER SHARE IN
CASH. This will provide you with an opportunity to sell a portion of your
AMP shares at a price far in excess of AlliedSignal's offer for 20 million
shares at only $44.50 per share. Our offer is expected to commence early
next week.
When AlliedSignal made its opportunistic, low-ball offer back in
August, we promised you that we would INCREASE VALUE IN THE NEAR TERM
and that is exactly what we are doing. Our Profit Improvement Plan is
working and our confidence in AMP's future is so strong that the Board of
Directors is making a $1.65 BILLION ''DOWN PAYMENT'' TO SHAREHOLDERS
through this stock repurchase. The self-tender offer gives AMP the ability
to deliver value to shareholders today, while taking the necessary steps to
deliver value for tomorrow. We are confident there is more value to come.
AlliedSignal says its 20 million share, $44.50 per share, tender offer
will expire on October 2. We urge you NOT to tender any of your shares to
AlliedSignal and to withdraw your shares promptly if you previously
tendered to them. This is ESPECIALLY IMPORTANT because AlliedSignal intends
to vote the shares it buys in its tender offer and it will vote them to
advance ALLIEDSIGNAL'S OWN INTERESTS in their solicitation of consents.
AlliedSignal's consent solicitation is part of its continuing effort to
buy AMP on the cheap. They want you to consent to their long list of
takeover-related proposals including proposals that would give
AlliedSignal control of your Board by packing it with a majority of 17
people who are directors and executive officers of AlliedSignal. Each of
these persons we believe would have IRRECONCILABLE CONFLICTS OF INTEREST if
they were to serve on and control AMP's Board of Directors.
You can expect that on or about October 15, AlliedSignal will start
sending you written solicitation materials asking you to ''consent'' to the
proposals that AlliedSignal wants to impose on your Company. AMP strongly
believes that AlliedSignal's proposals are NOT in your interests as a
shareholder of AMP, and urges you NOT to sign AlliedSignal's ''consent''
form.
You can act now to PROTECT YOUR INTERESTS:
o DON'T TENDER your shares into AlliedSignal's 20 million share,
$44.50 per share offer.
o If you previously tendered to AlliedSignal, YOU CAN WITHDRAW YOUR
SHARES IF YOU ACT PROMPTLY.
o DON'T SIGN AlliedSignal's blue consent form.
Events have been moving rapidly, and likely will continue to do so in
the coming weeks and months. As always, we will keep you fully informed.
Sincerely,
/s/ Robert Ripp
Robert Ripp
Chairman and
Chief Executive Officer
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE
IN WITHDRAWING ANY SHARES YOU MAY HAVE TENDERED
TO ALLIEDSIGNAL, PLEASE CALL:
INNISFREE M&A INCORPORATED
CALL TOLL FREE: (888) 750-5834
BANKS AND BROKERS CALL COLLECT: (212) 750-5833
PARTICIPANT INFORMATION AND FORWARD-LOOKING STATEMENTS
AMP and certain other persons named below may be deemed to be participants
in the solicitation of revocations of consents in response to
AlliedSignal's consent solicitation. The participants in this solicitation
may include the directors of AMP (Ralph D. DeNunzio, Barbara H. Franklin,
Joseph M. Hixon III, William J. Hudson, Jr., Joseph M. Magliochetti, Harold
A. McInnes, Jerome J. Meyer, John C. Morley, Robert Ripp, Paul G. Schloemer
and Takeo Shiina); the following executive officers of AMP: Robert Ripp
(Chairman and Chief Executive Officer), William J. Hudson (Vice Chairman),
James E. Marley (former Chairman), William S. Urkiel (Corporate Vice
President and Chief Financial Officer), Herbert M. Cole (Senior Vice
President for Operations), Juergen W. Gromer (Senior Vice President, Global
Industry Businesses), Richard P. Clark (Divisional Vice President, Global
Wireless Products Group), Thomas DiClemente (Corporate Vice President and
President, Europe, Middle East, Africa), Rudolf Gassner (Corporate Vice
President and President, Global Personal Computer Division), Charles W.
Goonrey (Corporate Vice President and General Legal Counsel), John E.
Gurski (Corporate Vice President and President, Global Value-Added
Operations and President, Global Operations Division), David F. Henschel
(Corporate Secretary), John H. Kegel (Corporate Vice President,
Asia/Pacific), Mark E. Lang (Corporate Controller), Philippe Lemaitre
(Corporate Vice President and Chief Technology Officer), Joseph C.
Overbaugh (Corporate Treasurer), Nazario Proietto (Corporate Vice President
and President, Global Consumer, Industrial and Power Technology Division);
and the following other members of management and employees of AMP: Merrill
A. Yohe, Jr. (Vice President, Public Affairs), Richard Skaare (Director,
Corporate Communication), Douglas Wilburne (Director, Investor Relations),
Suzanne Yenchko (Director, State Government Relations), Mary Rakoczy
(Manager, Shareholder Services), Dorothy J. Hiller (Assistant Manager,
Shareholder Services), Melissa E. Witsil (Communications Assistant) and
Janine M. Porr (Executive Secretary). As of the date of this communication,
none of the foregoing participants individually beneficially own in excess
of 1% of AMP's common stock or in the aggregate in excess of 2% of AMP's
common stock.
AMP has retained Credit Suisse First Boston Corporation ("CSFB") and
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") to act as its
financial advisors in connection with the AlliedSignal Offer, for which
CSFB and DLJ will receive customary fees, as well as reimbursement of
reasonable out-of-pocket expenses. In addition, AMP has agreed to indemnify
CSFB, DLJ and certain related persons against certain liabilities,
including certain liabilities under the federal securities laws, arising
out of their engagement. CSFB and DLJ are investment banking firms that
provide a full range of financial services for institutional and individual
clients. Neither CSFB nor DLJ admits that it or any of its directors,
officers or employees is a "participant" as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934, as amended, in the
solicitation, or that Schedule 14A requires the disclosure of certain
information concerning either CSFB or DLJ. In connection with CSFB's role
as financial advisor to AMP, CSFB and the following investment banking
employees of CSFB may communicate in person, by telephone or otherwise with
a limited number of institutions, brokers or other persons who are
stockholders of AMP: Alan Howard, Steven Koch, Scott Lindsay, and Lawrence
Hamdan. In connection with DLJ's role as financial advisor to AMP, DLJ and
the following investment banking employees of DLJ may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders of AMP: Douglas V. Brown and
Herald L. Ritch. In the normal course of its business, each of CSFB and DLJ
regularly buys and sells securities issued by AMP for its own account and
for the accounts of its customers, which transactions may result in CSFB,
DLJ or the associates of either of them having a net "long" or net
"short" position in AMP securities, or option contracts or other
derivatives in or relating to such securities. As of September 25, 1998,
DLJ held no shares of AMP common stock for its own account and CSFB had a
net long position of 132,266 shares of AMP common stock.
The accompanying letter 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 has been distracted by the AlliedSignal's tender offer and
whose numbers will have been reduced as a result of these initiatives.
