SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Consent Statement
|_| Confidential, for Use of the Commission Only
(as Permitted by Rule 14a-6(e)(2))
|_| Definitive Consent Statement
|X| Definitive Additional Materials
|X| Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
AMP Incorporated
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(Name of Registrant as Specified In Its Charter)
ALLIEDSIGNAL INC.
PMA ACQUISITION CORPORATION
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(Name of Person(s) Filing Consent 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 applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
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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:
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2) Form, Schedule or Registration No.
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3) Filing party:
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4) Date filed:
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Preliminary Copy -- Subject to Completion
Exhibit I
ATTENTION SHAREOWNERS OF
AMP:
YOU DESERVE THE RIGHT TO ACCEPT
$44.50 PER AMP SHARE IN CASH.
The AMP management and board want to deprive you of this right
by adopting a non-redeemable poison pill.
IT'S YOUR TURN TO ACT.
TENDER YOUR AMP SHARES TO ALLIEDSIGNAL NOW.
The best way for you to send a message to AMP that you support
AlliedSignal's $44.50 per share cash offer is to tender your shares
promptly, before the September 11 expiration.
TENDER YOUR AMP SHARES
TO ALLIEDSIGNAL TODAY.
If you need assistance or information, please call our information agent:
MORROW & CO., INC. @ (800)566-9061
[ALLIEDSIGNAL LOGO]
CERTAIN INFORMATION CONCERNING PARTICIPANTS. AlliedSignal Inc.
("AlliedSignal"), PMA Acquisition Corporation ("Acquisition Subsidiary")
and certain other persons named below may solicit the consent of
shareholders (a) to elect seventeen nominees (the "Nominees") as directors
of AMP Incorporated ("AMP") pursuant to a shareholder action by written
consent (the "Consent Solicitation") and (b) in favor of the adoption of
three proposals to amend the By-laws of AMP. The participants in this
solicitation may include the directors of AlliedSignal (Hans W. Becherer,
Lawrence A. Bossidy (Chairman of the Board and Chief Executive Officer),
Ann M. Fudge, Paul X. Kelley, Robert P. Luciano, Robert B. Palmer, Russell
E. Palmer, Frederic M. Poses (President and Chief Operating Officer), Ivan
G. Seidenberg, Andrew C. Sigler, John R. Stafford, Thomas P. Stafford,
Robert C. Winters and Henry T. Yang), each of whom is a Nominee; and the
following executive officers and employees of AlliedSignal: Peter M.
Kreindler (Senior Vice President, General Counsel and Secretary), Donald J.
Redlinger (Senior Vice President - Human Resources and Communications), and
Richard F. Wallman (Senior Vice President and Chief Financial Officer),
each of whom is a Nominee, and Robert F. Friel (Vice President and
Treasurer), John W. Gamble, Jr., (Assistant Treasurer), Mark E. Greenberg
(Vice President, Communications), John L. Stauch (Director, Investor
Relations), Robert J. Buckley (Manager, Investor Relations), G. Peter
D'Aloia (Vice President, Planning & Development) and James V. Gelly (Vice
President, Finance, Aerospace Marketing, Sales & Service).
As of the date of this communication, AlliedSignal is the beneficial
owner of 100 shares of common stock of AMP. Mr. Greenberg is the beneficial
owner of 100 shares of common stock of AMP. Other than set forth herein, as
of the date of this communication, neither AlliedSignal, Acquisition
Subsidiary nor any of their respective directors, executive officers or
other representatives or employees of AlliedSignal, any Nominees or other
persons known to AlliedSignal who may solicit proxies has any security
holdings in AMP. AlliedSignal disclaims beneficial ownership of any
securities of AMP held by any pension plan or other employee benefits plan
of AlliedSignal or by any affiliate of AlliedSignal.
Although neither Lazard Freres & Co. LLC ("Lazard Freres") nor
Goldman, Sachs & Co. ("Goldman Sachs"), the financial advisors to
AlliedSignal, admits that it or any of its members, partners, directors,
officers, employees or affiliates is a "participant" as defined in Schedule
14A promulgated under the Securities Exchange Act of 1934 by the Securities
and Exchange Commission, or that Schedule 14A requires the disclosure of
certain information concerning Lazard Freres or Goldman Sachs, Steven J.
Golub and Mark T. McMaster (each a Managing Director) and Yasushi
Hatakeyama (a Director) of Lazard Freres, and Robert S. Harrison and Wayne
L. Moore (each a Managing Director) and Peter Gross and Peter Labbat (each
a Vice President) of Goldman Sachs, may assist AlliedSignal in the
solicitation of consents of shareholders. Both Lazard Freres and Goldman
Sachs engage in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual
clients. In the normal course of its business Lazard Freres and Goldman
Sachs may trade securities of AMP for its own account and the accounts of
its customers, and accordingly, may at any time hold a long or short
position in such securities. Lazard Freres has informed AlliedSignal that
as of August 6, 1998, Lazard Freres held a net long position of
approximately 20,861 shares of common stock of AMP, and Goldman Sachs has
informed AlliedSignal that as of August 7, 1998, Goldman Sachs held a net
long position of approximately 800,000 shares of common stock of AMP.
Except as disclosed above, to the knowledge of AlliedSignal, none of
AlliedSignal, the directors or executive officers of AlliedSignal, the
employees or other representatives of AlliedSignal or the Nominees named
above has any interest, direct or indirect, by security holdings or
otherwise, in AMP.
