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
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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)
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 apples:
(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.
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{_} 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:
The following information was posted today on AMP's Intranet:
[Logo]
WHAT THEY'RE SAYING ABOUT AMP
"The governor is supportive and wishes them [AMP] well...in AMP we have a
proven corporate citizen. The company has significant roots in this
community." A spokesman for Governor Tom Ridge, The Patriot-News, August
22, 1998
"I think AMP has a very credible plan for improving bottom-line
performance. I think shareholders should give it a chance." Analyst
William Milton, Brown Brothers Harriman & Co., Washington Post, August 22,
1998
"Wall Street is starting to worry that all is not well at Allied Signal and
that Bossidy may be trying to buy AMP to disguise his own company's
mounting problems." Author Garth Alexander, London Sunday Times, August
9, 1998
Permission for use of quotations from previously published materials has
been neither sought nor obtained.
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 of AMP: Richard Skaare
(Director, Corporate Communication), Douglas Wilburne (Director, Investor
Relations) and Mary Rakoczy (Manager, Shareholder Services). 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") to act as
its financial advisor in connection with the AlliedSignal Offer, for which
CSFB will receive customary fees, as well as reimbursement of reasonable
out-of-pocket expenses. In addition, AMP has agreed to indemnify CSFB and
certain related persons against certain liabilities, including certain
liabilities under the federal securities laws, arising out of its
engagement. CSFB is an investment banking firm that provides a full range
of financial services for institutional and individual clients. CSFB does
not admit 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 CSFB. 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 the normal course of its business, CSFB
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
and its associates 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 August 19, 1998, CSFB had a net long position of 124,466
shares of AMP common stock.
