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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 7)
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AMP INCORPORATED
(NAME OF ISSUER)
AMP INCORPORATED
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, WITHOUT PAR VALUE
(INCLUDING THE 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 NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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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
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OCTOBER 9, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 7 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated October 9, 1998, as amended (the
"Schedule 13E-4"), filed by AMP Incorporated, a Pennsylvania corporation
(the "Company"), in connection with AMP's offer to purchase up to
30,000,000 shares of its common stock, without par value (the "Shares"),
including the associated common stock purchase rights (the "Rights"), at a
price of $55 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated
October 9, 1998 (the "Offer to Purchase"), the supplement thereto, dated
November 16, 1998 (the "Supplement"), and the related Letter of
Transmittal (which together with the Offer to Purchase, as amended and
supplemented by the Supplement, and any subsequent amendments or
supplements to the Letter of Transmittal and the Offer to Purchase, shall
constitute the "Offer"). A copy of the Offer to Purchase is filed with the
Securities and Exchange Commission as Exhibit (a)(1) to the Schedule 13E-4
and copies of the Supplement and the accompanying Letter of Transmittal
are filed with the Securities and Exchange Commission as Exhibits (a)(10)
and (a)(11), respectively, to Amendment No. 5 to the Schedule 13E-4.
Unless otherwise indicated, all defined terms used herein shall have
the same meaning as those set forth in the Offer to Purchase, as the same
may be amended and supplemented from time to time.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER.
Item 3 paragraphs (a)-(j) is hereby amended by supplementing the
description set forth in ''Section 7. Background and Purpose of the Offer;
Certain Effects of the Offer'' of the Offer to Purchase, which is
incorporated herein by reference, by adding the following paragraph at the
end of the text set forth in such section under the caption entitled
"Litigation":
On November 18, 1998, the District Court granted the Company's motion
for partial summary judgment with respect to Count Four of the Company's
Amended Complaint and ruled that the shares of the Company's common stock
acquired by AlliedSignal are "control shares" as such term is defined in
Subchapter G of Chapter 25 of the Pennsylvania Business Corporation Law.
As a result, the Court issued an order enjoining AlliedSignal from voting
any of the Company's common stock owned by AlliedSignal unless and until
AlliedSignal's voting rights are restored under Section 2564 of Subchapter
G.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item Description
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(c)(23) Form of Press Release issued by the Company dated November 18,
1998.
SIGNATURE
After due 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.
AMP Incorporated
By: /s/ Robert Ripp
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Name: Robert Ripp
Title: Chairman and
Chief Executive Officer
Dated: November 18, 1998
INDEX TO EXHIBITS
Item Description
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(c)(23) Form of Press Release issued by the Company dated November 18,
1998.
EXHIBIT (c)(23)
FOR IMMEDIATE RELEASE
Contacts:
Richard Skaare Josh Silverman / Joele Frank
AMP Corporate Communication Abernathy MacGregor Frank
717/592-2323 212/371-5999
Doug Wilburne
AMP Investor Relations
717/592-4965
ALLIEDSIGNAL BARRED FROM VOTING AMP SHARES
HARRISBURG, Pennsylvania (November 18, 1998) - AMP Incorporated (NYSE: AMP)
released the following statement in response to the issuance of an order
today by the United States District Court for the Eastern District of
Pennsylvania that enjoined AlliedSignal from voting any AMP shares it owns
in its consent solicitation. The Court determined that AlliedSignal's
voting of its AMP shares would constitute a violation of Pennsylvania's
Control-Share Acquisitions statute.
"We are very pleased with the Court's decision. Once again, AMP's position
that AlliedSignal has been trying to circumvent the protective provisions
of the Pennsylvania statute has been vindicated."
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 47,000 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 Businesses), Richard P. Clark (Divisional Vice President, Global
Wireless Products Group), Thomas DiClemente (Corporate Vice President and
President, Europe, Middle East, Africa), John E. Gurski (Corporate Vice
President, Administration), David F. Henschel (General Counsel and
Corporate Secretary), John H. Kegel (Corporate Vice President,
Asia/Pacific), Mark E. Lang (Corporate Controller), Philippe Lemaitre
(Corporate Vice President, Global Multi-Media Business Group, Chief
Technology Officer), Joseph C. Overbaugh (Corporate Treasurer), Nazario
Proietto (Corporate Vice President, Regional Business Development Group);
and the following other members of management and employees of AMP: Richard
Skaare (Director, Corporate Communication), Douglas Wilburne (Director,
Investor Relations), Suzanne Yenchko (Director, State Government
Relations), Mary Rakoczy (Manager, Shareholder Services), DJ Hiller
(Assistant Manager, Shareholder Services), Melissa E. Witsil
(Communications Assistant) and Janine M. Porr (Senior Executive 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
fi nancial 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 November 13, 1998,
DLJ held no shares of AMP common stock for its own account and CSFB had a
net long position of 158,783 shares of AMP common stock.
