SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No.12)
--------------
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.12 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 2. TENDER OFFER OF THE BIDDER.
Item 2 is hereby amended by adding the following paragraph at the end
thereof:
On September 14, 1998, AlliedSignal announced that it will amend the
AlliedSignal Offer to reduce the number of Shares being sought by offering
to purchase up to 40 million Shares at a price per share of $44.50 in cash
(the "Amended AlliedSignal Offer"). AlliedSignal further announced that the
Amended AlliedSignal Offer will not be conditioned upon the redemption of
the Rights Plan and will expire at midnight, New York City time, on
September 25, 1998, unless extended. AlliedSignal stated that it intends to
commence a subsequent offer to purchase the remaining Shares outstanding
following termination of the Amended AlliedSignal Offer. In addition to the
Amended AlliedSignal Offer, AlliedSignal also announced that it will amend
the Consent Solicitation to add a proposal to amend the by-laws of AMP to
remove from the Board any authority with respect to the Rights Plan.
According to such announcement, all such authority would, pursuant to the
proposal, be vested in new representatives approved by the AMP
shareholders.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith:
Exhibit
No. Description
-------- -----------
43 Text of a press release issued by AMP on September
14, 1998.
44 Text of a letter sent by AMP to its employees on
September 14, 1998.
45 Text of a newspaper advertisement published by AMP
on September 14, 1998.
o o o
This document and the exhibits attached hereto contain 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, a copy of which was also filed as Exhibit 19
to AMP's Schedule 14D-9 Filed with the SEC. 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 may have been
distracted by the AlliedSignal Offer and whose numbers will have been
reduced as a result of these initiatives.
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 14, 1998 AMP Incorporated
By: /s/ Robert Ripp
--------------------------
Name: Robert Ripp
Title: Chairman and Chief
Executive Officer
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit
No. Description
-------- -----------
43 Text of a press release issued by AMP on September
14, 1998.
44 Text of a letter sent by AMP to its employees on
September 14, 1998.
45 Text of a newspaper advertisement published by AMP
on September 14, 1998.
Exhibit 43
FOR IMMEDIATE RELEASE
Contacts:
Richard Skaare Dan Katcher / Joele Frank
AMP Corporate Communication Abernathy MacGregor Frank
717/592-2323 212/371-5999
Doug Wilburne
AMP Investor Relations
717/592-4965
AMP RESPONDS TO ALLIEDSIGNAL'S ANNOUNCEMENT
ON INITIAL TENDER RESPONSE
HARRISBURG, PENNSYLVANIA (SEPTEMBER 14, 1998) AMP Incorporated
(NYSE: AMP) responded today to AlliedSignal's announcement that it has
extended its tender offer to September 25, 1998, and is changing its offer
to make it a partial, pro rated offer for 18% of AMP's shares.
Robert Ripp, chairman and chief executive officer of AMP, said, "I have
always assumed that when shareholders are given a free shot to declare
themselves in favor of value, they take it. Today's results indicate one
thing and one thing only -- AMP shareholders want value and that's what
we'll deliver.
"AlliedSignal, despite statements to the contrary, knows full well that the
initial round of tenders does not translate into support for either its bid
or consent solicitation. In fact, in a letter sent on behalf of
AlliedSignal by one of its agents to AMP's institutional shareholders, it
was stated 'if you tender your shares and wish to withdraw them at a later
time, the withdrawal process is very straightforward and a withdrawal can
be effected within hours.' The same letter also stated 'tendering your
shares does not commit you to voting for AlliedSignal on the consent
solicitation.'"
Ripp added, "We are accelerating our Profit Improvement Plan, and expect to
generate an operating margin of 13.5% in 1999 with an EPS of at least
$2.30, and an operating margin of 16.5% in the year 2000 with an EPS of at
least $3.00. In addition, we are exploring options to produce greater
value in the nearer term."
- more -
AMP also stated that AlliedSignal's announced partial, pro rated tender for
18% of AMP's shares, and its stated intent to initiate a consent
solicitation to remove from AMP's Board any authority with respect to the
Rights Plan, are efforts to end-run the various protective features of
Pennsylvania law and the Rights Plan. After reviewing AlliedSignal's
public filings with respect to these matters, AMP will respond in an
appropriate manner.
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 48,300 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), 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.
This press release 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, sharehold-ers 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 may have been distracted by AlliedSignal's
tender offer and whose numbers will have been reduced as a result of these
initiatives.
Exhibit 44
[AMP Letterhead]
September 14, 1998
Fellow AMP employees:
Once again, I want to update you on the status of AlliedSignal's hostile
bid and also, more importantly, on how you can help fight it.
Earlier today, AlliedSignal announced the extension of its unsolicited
tender offer until September 25, 1998, and that it was amending the offer
to turn it into a partial, pro rated offer for 18% of AMP's shares, which
it hopes to purchase by October 15, 1998. AlliedSignal then would resume
its effort to acquire the remaining AMP shares. AlliedSignal also
announced that it intends to solicit consents in support of a new proposal
designed to remove from AMP's Board any authority with respect to the
Rights Plan. BOTH OF THESE TACTICS ARE PART OF ALLIEDSIGNAL'S CONTINUING
EFFORT TO END-RUN THE PROTECTIVE FEATURES OF PENNSYLVANIA LAW AND THE
RIGHTS PLAN, AND SHOULD BE VIEWED AS PART OF THE EXPECTED BATTERY OF MOVES
AND COUNTER-MOVES IN HOSTILE TAKEOVER SITUATIONS. After reviewing
AlliedSignal's public filings regarding these matters, AMP will respond in
an appropriate manner.
AlliedSignal also announced that 72% of the outstanding shares of AMP were
tendered as of September 11, the initial deadline for its tender offer.
AlliedSignal is now claiming that the results show some kind of
"referendum" on its offer. WE STRONGLY DISAGREE.
In fact, the results are not surprising given that AMP shareholders were
fully aware that no shares could have been purchased on September 11 under
AlliedSignal's offer. And, despite its comments to the contrary,
AlliedSignal also recognizes that these tenders do not translate into
shareholder support for either its bid or its consent solicitation. In
fact, an agent of AlliedSignal recently sent a letter to institutional
shareholders saying that, "if you tender your shares and wish to withdraw
them at a later time the withdrawal process is very straightforward and a
withdrawal can be effected within hours." That letter also stated:
"Tendering shares does not commit you to voting for AlliedSignal on the
consent solicitation."
The real message of the tender results is that AMP shareholders want value
-- and that's what we are delivering through our profit improvement plan.
AlliedSignal is trying to capture that value for ALLIEDSIGNAL'S
shareholders by buying AMP at a bargain price. Your Board has determined
that the AlliedSignal offer is inadequate and does not reflect the true
value of AMP.
Over the past few weeks, we have been very busy. Through ads, media
interviews, and many meetings with investors, political leaders, and
others, we have been telling everyone about the Company's value and about
what all AMP associates have worked so hard to achieve.
Last week, I visited with a number of our largest shareholders. For the
first time, I was able to show them the details of our plan to successfully
and rapidly get AMP back on the right track. My message was simple: AMP's
Profit Improvement Plan will deliver more value than AlliedSignal's
opportunistic offer. They appreciated hearing our side of the story.
Our job at AMP is to turn those shareholders who are doubters into
believers. How we perform is much more convincing that what we promise.
And YOUR actions speak much louder than MY words. Your actions should
follow four principles: Focus, Accountability, Simplicity, and Timeliness.
These "FAST Principles" are working already. By focusing on cost
reduction, by holding ourselves accountable, by simplifying how we serve
customers, and by stressing urgency, the momentum for success is growing
rapidly throughout AMP. Consequently, the results of our profit
improvement plan are ahead of schedule. The Plan should generate an
operating margin of 13.5% in 1999 with an earnings per share of at least
$2.30. In the year 2000, our operating margin should be 16.5% with an
earnings per share of at least $3.00.
Also, we have been accelerating our profit improvement plan by streamlining
and consolidating operations worldwide. Included in our actions have been
the phasing out of our Harlow facility in Great Britain and the reduction
of various operations and functions in Asia/Pacific, which you will hear
about over the next few weeks. In addition, we are exploring options that
would boost AMP's value further in the nearer term.
Finally, I want to say thank you to those of you who took the voluntary
early retirement program. All of us applaud your years of commitment, your
hard work, your ideas, and your love for this Company. I want to thank you
on behalf of your associates and on behalf of all those who will benefit in
the future from your many contributions to AMP.
I have received hundreds of personal messages of support from you, as well
as from shareholders, customers, suppliers, and political and community
leaders. I very much appreciate that encouragement. Please be assured
that I and your management will remain focused on protecting the interests
of AMP and its employees, shareholders, customers, and our communities.
We are committed to communicating with you as frequently as possible. As
always, we appreciate your hard work and continued support.
Sincerely
/s/ Robert Ripp
Robert Ripp
Chairman and CEO
Because AlliedSignal has stated that it will initiate a consent
solicitation, the participant information 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 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.
This 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, sharehold-ers 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 may have been distracted by AlliedSignal's
tender offer and whose numbers will have been reduced as a result of these
initiatives.
Exhibit 45
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.
