-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JAz51YMrp+HWcCTdQqF/EIxoanHBDuRKYAfwkQ1F1RLPFNgI6jHTi93ujViTAhHp M8RySRVaPg7GbyHttJJq7w== 0000940180-98-000986.txt : 19980921 0000940180-98-000986.hdr.sgml : 19980921 ACCESSION NUMBER: 0000940180-98-000986 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980918 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMP INC CENTRAL INDEX KEY: 0000006164 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 230332575 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-10462 FILM NUMBER: 98711398 BUSINESS ADDRESS: STREET 1: P O 3608 CITY: HARRISBURG STATE: PA ZIP: 17105 BUSINESS PHONE: 7175640100 MAIL ADDRESS: STREET 1: PO BOX 3608 M S 176 41 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: AMP INC & PAMCOR INC DATE OF NAME CHANGE: 19890410 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN METAL PRODUCTS CO DATE OF NAME CHANGE: 19661211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMP INC CENTRAL INDEX KEY: 0000006164 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 230332575 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: P O 3608 CITY: HARRISBURG STATE: PA ZIP: 17105 BUSINESS PHONE: 7175640100 MAIL ADDRESS: STREET 1: PO BOX 3608 M S 176 41 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: AMP INC & PAMCOR INC DATE OF NAME CHANGE: 19890410 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN METAL PRODUCTS CO DATE OF NAME CHANGE: 19661211 SC 14D9/A 1 SCHEDULE 14D-9 AMENDMENT NO. 15 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 15) ---------------- 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. 15 amends and supplements the Solicitation/Recommendation Statement on 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 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 25, 1989, and as amended on September 4, 1992, August 12, 1998, August 20, 1998 and September 17, 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, as amended, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 10, 1998, and as amended on September 14, 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, the Purchaser disclosed in Amendment No. 15 to the Schedule 14D-1 that, pursuant to the "Amended AlliedSignal Offer", it has reduced the number of Shares sought and is now offering to purchase 40,000,000 Shares at a price of $44.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 10, 1998, and as amended on September 14, 1998, and the related Letter of Transmittal. The Purchaser also disclosed an intention to commence, following consummation of the Amended AlliedSignal Offer, another offer to purchase the Shares not purchased in the Amended AlliedSignal Offer at a price of $44.50 per Share, net to the seller in cash. Also on September 14, 1998, AlliedSignal revised the Consent Solicitation to include a proposal to amend AMP's By-laws to provide that the Board be stripped of all powers, rights and duties with respect to the Rights Agreement, or any similar agreement, and that all such rights, powers and duties be vested in and exercised by certain individuals to be designated (but who have not yet been identified) by AlliedSignal in such proposal (the "Rights Plan Proposal"). THIS AMENDMENT TO THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 DOES NOT CONSTITUTE A SOLICITATION OF CONSENTS OR PROXIES FOR USE AT ANY MEETING OF AMP'S SHAREHOLDERS OR OTHERWISE OR OF REVOCATIONS OF CONSENTS OR PROXIES. ANY SUCH SOLICITATION WHICH AMP MAY MAKE WILL BE MADE ONLY BY MEANS OF SEPARATE PROXY/CONSENT MATERIALS COMPLYING WITH THE REQUIREMENTS OF SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. ITEM 4. THE SOLICITATION OR RECOMMENDATION. (a) RECOMMENDATION OF THE BOARD OF DIRECTORS. Subsection (a) of Item 4 is hereby amended by adding the following paragraph at the end thereof: THE BOARD HAS DETERMINED, BY THE UNANIMOUS VOTE OF THOSE PRESENT, THAT THE AMENDED ALLIEDSIGNAL OFFER IS INADEQUATE, DOES NOT REFLECT THE VALUE OR PROSPECTS OF AMP AND IS NOT IN THE BEST INTERESTS OF AMP AND ITS RELEVANT CONSTITUENCIES, INCLUDING ITS SHAREHOLDERS, AS DESCRIBED IN MORE DETAIL BELOW. ACCORDINGLY, THE BOARD BY SUCH UNANIMOUS VOTE RECOMMENDS THAT AMP'S SHAREHOLDERS REJECT THE AMENDED ALLIEDSIGNAL OFFER, NOT TENDER 1 THEIR SHARES PURSUANT TO THE AMENDED ALLIEDSIGNAL OFFER AND WITHDRAW ANY SHARES WHICH MAY HAVE PREVIOUSLY BEEN TENDERED. (b) BACKGROUND; REASONS FOR THE RECOMMENDATION. Subsection (b) of Item 4 is hereby amended by adding the following paragraphs at the end thereof: At a meeting held on September 17, 1998, the Board determined, by the unanimous vote of those present, that the Amended AlliedSignal Offer is not in the best interests of AMP and its relevant constituencies, including its shareholders. In reaching its determination, the Board considered a number of factors, in addition to the factors enumerated in the Schedule 14D-9 filed with the Securities and Exchange Commission on August 21, 1998 relating to the original offer (the "Original AlliedSignal Offer"), including the following: (i) the Board's belief that the purpose of the Amended AlliedSignal Offer and other actions announced by AlliedSignal on September 14, 1998 is to further an acquisition of AMP which the Board has rejected as inadequate, not reflective of the value or prospects of AMP and not in the best interests of AMP and its relevant constituencies, including its shareholders; (ii) the Amended AlliedSignal Offer is a partial offer, which offers no new value to AMP and its relevant constituencies, including its shareholders; (iii) there is no assurance that AlliedSignal would consummate a second- step transaction after November 6, 1999, when the Rights Agreement expires, and if it does, that the consideration paid would not be inadequate; (iv) the Board's belief that the presence of AlliedSignal as an 18% minority shareholder intent on taking control of AMP is likely to be a deterrent to any third party interest in a business combination transaction with AMP in the future, and likely to have a serious and immediate dampening effect on the ability of AMP to carry out its profit improvement plan; (v) the Board's belief that the implementation of the profit improvement plan should provide over time greater value than the Amended AlliedSignal Offer, the Original AlliedSignal Offer and any other offer which AlliedSignal has indicated that it may commence; (vi) the Board's concern that Shares tendered and purchased pursuant to the Amended AlliedSignal Offer will not receive the benefit of any value enhancement action undertaken by AMP or of any higher price offered by AlliedSignal or any other party in a subsequent offer; and (vii) the Board's belief, after having reviewed the matter with counsel, that AlliedSignal's actions in connection with the Amended AlliedSignal Offer and its future offer to purchase any Shares not purchased pursuant to the Amended AlliedSignal Offer raise serious concerns under the federal securities laws regulating tender offers. In light of the numerous factors evaluated in connection with its consideration of the Amended AlliedSignal Offer, the Board determined that the Amended AlliedSignal Offer is not in the best interests of AMP and its various constituencies. The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive, but includes all material factors considered by the Board. In reaching its determination to recommend rejection of the Amended AlliedSignal Offer, the Board did not assign any relative or specific weights to the foregoing factors, and individual directors may have given differing weights to different factors. Throughout its deliberations, the Board received the advice of Credit Suisse First Boston, Donaldson, Lufkin & Jenrette Securities Corporation, Skadden, Arps, Slate, Meagher & Flom LLP and other advisors who were retained to advise the Board in connection with AlliedSignal's original tender offer. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. Subsection (a) of Item 7 is hereby amended by adding the following paragraph at the end of the first paragraph thereof: 2 As previously reported, the Board has instructed management, with the assistance of AMP's financial and legal advisors, to seek to develop financial or other alternatives, on a basis consistent with the pursuit of its business strategy, for enhancing value in the nearer term. In furtherance of the foregoing, management, with the assistance of AMP's financial and legal advisors, is seriously exploring the feasibility of engaging in transactions which would provide value to the shareholders of AMP in the nearer term (by way of share repurchase, special dividend or other means), and in connection therewith, expects to engage in discussions and/or negotiations with various parties which may provide financing, on a debt and/or equity basis, for such a transaction or transactions. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. (A) SHAREHOLDER RIGHTS PLAN Subsection (a) of Item 8 is hereby amended by adding the following paragraphs at the end thereof: At a meeting held on September 17, 1998, the Board approved Amendment No. 4 to the Rights Agreement which will amend the definition of the term "Acquiring Person" to reduce from 20% to 10% the threshold at which a person who has made an unsolicited acquisition proposal may become an Acquiring Person and thereby trigger a number of the provisions of the Rights Agreement. Amendment No. 4 also provides that the Rights Agreement shall not be amendable, the Rights shall not be redeemable and the Board will not be entitled to exercise certain discretionary authority otherwise available or take certain other actions, upon the adoption of a By-law intended to limit the authority of the Board and/or confer authority on any person other than the Board to take action with respect to the Rights Agreement and the Rights issued thereunder. The Rights Plan Proposal is such a By-law. A copy of Amendment No. 4 to the Rights Agreement is filed as Exhibit 51 hereto and is incorporated herein by reference. Amendment No. 4 will not become effective until September 24, 1998, provided that, once effective, Amendment No. 4 shall apply to all actions which shall have occurred on or after September 17, 1998 (the date of the amendment). Amendment No. 4 to the Rights Agreement was adopted by the Board in response to AlliedSignal's recent actions, including the Amended AlliedSignal Offer and the Rights Plan Proposal, which the Board believes are intended to "end-run" the amendments to the Rights Agreement previously adopted by the Board at its August 20, 1998 meeting and reflected in Amendment No. 3 to the Rights Agreement. As previously described, one of the proposals for which AlliedSignal intends to seek consents is the Rights Plan Proposal, a proposal which would have the effect of stripping the Board of all authority, rights and duties with respect to the Rights Agreement and vest such authority, rights and duties in individuals hand picked by AlliedSignal. By reducing the threshold at which the Rights will be triggered, and by making the Rights nonredeemable and limiting the discretionary authority of directors if the Rights Plan Proposal is adopted, Amendment No. 4, like Amendment No. 3, is intended to enhance AMP's ability to implement the profit improvement plan through November 6, 1999, the expiration date of the Rights Agreement, and thereby protect the value expected to be generated by the profit improvement plan for AMP and its relevant constituencies, including its shareholders. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION ------- ----------- 51 Amendment No. 4 to the Rights Agreement, dated September 17, 1998, by and between AMP and ChaseMellon Shareholder Services L.L.C., as Rights Agent. 52 Text of a press release issued by AMP on September 18, 1998. 53 Letter to Shareholders, dated September 18, 1998.*
- -------- * Included in copies of the Amendment No. 15 to the Schedule 14D-9 mailed to shareholders. * * * 3 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 the Schedule 14D-9. 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. 4 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. AMP Incorporated /s/ Robert Ripp By: _________________________________ Name: Robert Ripp Title: Chairman and Chief Executive Officer Dated: September 18, 1998 5 EXHIBIT INDEX The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION ------- ----------- 51 Amendment No. 4 to the Rights Agreement, dated September 17, 1998, by and between AMP and ChaseMellon Shareholder Services L.L.C., as Rights Agent. 52 Text of a press release issued by AMP on September 18, 1998. 53 Letter to Shareholders, dated September 18, 1998.
EX-99.51 2 AMENDMENT NO. 4 TO RIGHTS AGREEMENT, DATED 9/17/98 EXHIBIT 51 AMENDMENT No. 4 TO THE RIGHTS AGREEMENT --------------------------------------- Amendment No. 4 to the Rights Agreement, dated as of September 17, 1998 (the "Amendment No. 4"), by and between AMP Incorporated, a Pennsylvania corporation (the "Company"), and ChaseMellon Shareholder Services L.L.C., a limited liability company organized under the laws of the State of New Jersey (the "Rights Agent"). WHEREAS, on October 25, 1989, the Company and Manufacturers Hanover Trust Company, a New York corporation ("MHTCo"), entered into a Rights Agreement ("the Original Agreement"); WHEREAS, on September 4, 1992, the Company and Chemical Bank (as successor to MHTCo.) entered into Amendment No. 1 to the Rights Agreement, on August 12, 1998, the Company and ChaseMellon Shareholder Services L.L.C. (as successor to Chemical Bank) entered into Amendment No. 2 to the Rights Agreement and on August 20, 1998, the Company and ChaseMellon Shareholder Services L.L.C. entered into Amendment No. 3 to the Rights Agreement (the Original Agreement, as amended by each of the amendments, is hereinafter referred to as the "Agreement" and the terms of which are incorporated herein by reference and made a part hereof); and WHEREAS, the Company, with the approval of the Board of Directors of the Company, and the Rights Agent have mutually agreed to modify the terms of the Agreement in certain respects. NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, and intending to be legally bound hereby, the parties hereto agree that the Agreement shall be and hereby is amended in the following manner: Section 1. Amendment of "Certain Definitions" Section. ------------------------------------------ (a) The definition of "Acquiring Person" contained in Section 1 of the Agreement is hereby amended by adding after the parenthetical "(the "Pennsylvania BCL")" and before the word "other", the following: "(except that with respect to any Person and its Affiliates on whose behalf, directly or indirectly, an Unsolicited Acquisition Proposal (as hereinafter defined) has been made, for purposes of this Agreement all references in Section 2553 to "20%" shall read "10%")." Section 2. Amendment of "Redemption and Termination" Section. Paragraph ------------------------------------------------- (a) of Section 23 of the Agreement is hereby amended, in its entirety, to read as follows: "(a) The Board of Directors of the Company may, at its option, at any time prior to the earliest of (i) the close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), (ii) the Final Expiration Date, (iii) if any Person shall have announced an intention to engage in a transaction which, if successful, would have resulted in (A) such Person becoming an Acquiring Person or (B) a Section 13 Event (in either case which was not solicited in advance by the Board of Directors) (collectively, an "Unsolicited Acquisition Proposal"), the first time thereafter at which there is a change in the directors in office (including as a result, in whole or in part, of an increase in the size of the Board and the election of new directors) such that persons who were disinterested directors (as such term is defined in Section 1715(e) of the Pennsylvania BCL) immediately prior to the first such Unsolicited Acquisition Proposal (together with any successors thereto who were approved by the Board of Directors prior to their election) do not constitute a majority of the members of the Board of Directors, or (iv) the adoption of any By-law intended to limit the authority of the Board of Directors and/or confer authority on any Person other than the Board of Directors to take action with respect to this Agreement or the Rights issued hereunder, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company." 2 Section 3. Amendment to "Supplements and Amendments" Section. The last ------------------------------------------------- sentence of Section 26 of the Agreement is amended, in its entirety, to read as follows: "The foregoing notwithstanding, no amendment of this Agreement may be effected at a time when the Rights are not redeemable, except as permitted by clauses (i) or (ii) of the second sentence of this Section 26. In addition, at a time when the Rights are not redeemable, the Board of Directors shall not (x) have any discretionary authority otherwise granted to it hereunder to take or omit to take any action hereunder, other than (i) to defer the distribution of the Rights following the commencement of a tender offer to a date no later than the date immediately prior to the date on which a Person becomes an Acquiring Person or (ii) to take, or omit to take, action if such action or omission is solely ministerial or administrative in nature and has no material affect on the Rights, or (y) take any action which will have the same effect as a redemption or termination of the Rights." Section 4. Rights Agreement as Amended. The term "Agreement" as used in --------------------------- the Agreement shall be deemed to refer to the Agreement as amended hereby and shall be effective as of the date hereof. All references hereinafter to Amendment No. 4 shall be deemed to refer to this Amendment No. 4. It is expressly understood and agreed that except as provided above, all terms, conditions and provisions contained in the Agreement shall remain in full force and effect without any further change or modification whatsoever. This Amendment No. 4 shall become effective on September 24, 1998, provided that, once effective, this Amendment No. 4 shall apply to all actions which shall have occurred on or after the date of this Amendment No.4. 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. 4 to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: AMP Incorporated By:/s/ David F. Henschel By:/s/ Robert Ripp ---------------------- ------------------------ Name: David F. Henschel Name: Robert Ripp Title: Corporate Secretary Title: Chairman and Chief Executive Officer Attest: ChaseMellon Shareholder Services L.L.C. By:/s/ Robert G. Scott, Jr. By:/s/ Michael A. Nespoli ------------------------ ------------------------ Name: Robert G. Scott, Jr. Name: Michael A. Nespoli Title: Vice President Title: Vice President 4 EX-99.52 3 TEXT OF A PRESS RELEASE ISSUED BY AMP ON 9/18/98 EXHIBIT 52 FOR IMMEDIATE RELEASE AMP BOARD OF DIRECTORS REJECTS ALLIEDSIGNAL'S AMENDED PARTIAL OFFER Board Adopts Rights Plan Amendments in Response to AlliedSignal's Latest Maneuvers HARRISBURG, Pennsylvania (September 18, 1998) - AMP Incorporated (NYSE: AMP) today announced that its Board of Directors, by a unanimous vote of the directors present, has recommended that shareholders reject AlliedSignal Inc.'s amended tender offer for 40 million shares of AMP stock, or approximately 18% of all outstanding shares, at a price of $44.50 per share. In rejecting AlliedSignal's amended partial offer, AMP's Board determined that the offer is inadequate, does not reflect the value or prospects of AMP and is not in the best interests of AMP and its relevant constituencies, including its shareholders. AMP's Board previously rejected AlliedSignal's original offer for all outstanding shares at the same $44.50 price. The Board recommended that AMP shareholders not tender their shares to AlliedSignal and if shareholders have tendered any shares they should withdraw them. In this connection, AMP noted the following: . AMP's Profit Improvement Plan is working and is being accelerated. . AMP expects to be announcing shortly action designed to enhance value to AMP shareholders in the nearer term. . Any shares purchased by AlliedSignal in its amended partial offer at its current expiration date of September 25, 1998 will neither benefit from any such value enhancement action by AMP nor from any higher price AlliedSignal might offer to pay for AMP's shares in a subsequent tender offer. . The presence of AlliedSignal as an 18% minority shareholder intent upon acquiring control of AMP is, in the Board's view, likely to be a deterrent to any third party interest in a business combination transaction with AMP in the future, and could have a serious and immediate dampening effect on the ability of AMP to carry out its Profit Improvement Plan. Robert Ripp, AMP's chairman and chief executive officer, said, "It is not AMP's strategy to sell the Company. We have been quite clear about this. We have been equally clear, however, that AMP's directors fully understand their responsibilities to deal with reasonable acquisition and business combination proposals, if presented. At the same time, our Board recognizes its responsibilities when presented with an unreasonable proposal. AlliedSignal's original offer and its amended offer are clearly unreasonable in our Board's considered view. We are sharply focused on building value for and delivering it to AMP's constituencies, including our shareholders. For the many reasons we have stated, AlliedSignal's takeover bid simply does not measure up to the new AMP as a value proposition." -more- -2- AMP also announced that in light of its continuing concerns about AlliedSignal's offer, including those noted above, it has amended its Shareholder Rights Plan, in response to AlliedSignal's amended partial offer, to reduce the threshold at which the Rights become exercisable from 20% to 10%. In addition, in order to block AlliedSignal's attempt to end-run the previously adopted protective features of the Rights Plan, the Board amended the Rights Plan to provide that it is not amendable, and the Rights are non-redeemable, upon the adoption of a By-law intended to limit the Board's authority, rights and duties with respect to the Rights Plan and the Rights. On September 14, 1998, AlliedSignal said it would solicit consents in favor of a new By-law which purportedly would strip the Board of all authority regarding the Rights Plan and vest such authority in certain individuals designated by AlliedSignal. AlliedSignal has not yet revealed the identities of these individuals. Mr. Ripp said, "There is a carefully constructed statutory framework under Pennsylvania law which, together with our Shareholder Rights Plan, is designed to protect AMP and all of our constituencies, including our shareholders, from AlliedSignal's opportunistic bid. Clearly, AlliedSignal is spending an inordinate amount of time searching for loopholes in these protective provisions. "AlliedSignal apparently believed it found a way to attempt to lock up a significant minority position in AMP at an inadequate price, while at the same time seeking to strip the AMP Board of its authority relating to the Rights Plan. AlliedSignal's maneuvers were designed to make more difficult the realization of value by AMP through the implementation of our Profit Improvement Plan and make more difficult future efforts by others to acquire AMP." Additional information with respect to the Board's decision to recommend that shareholders reject AlliedSignal's amended offer is contained in an amendment to AMP's Schedule 14D-9 which is being filed today with the Securities and Exchange Commission and will be mailed to shareholders. 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. Contacts: Richard Skaare Dan Katcher / Judith Wilkinson AMP Corporate Communication Abernathy MacGregor Frank 717/592-2323 212/371-5999 Doug Wilburne AMP Investor Relations 717/592-4965 # # # -3- 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 11, 1998, DLJ held no shares of AMP common stock for its own account and CSFB had a net long position of 103,966 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, 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 may have been distracted by AlliedSignal's tender offer and whose numbers will have been reduced as a result of these initiatives. EX-99.53 4 LETTER TO SHAREHOLDERS, DATED 9/18/98 EXHIBIT 53 [AMP LETTERHEAD] September 18, 1998 Dear Fellow Shareholders: On September 14, 1998, AlliedSignal Inc. announced that its wholly owned subsidiary, PMA Acquisition Corporation, has reduced to 40 million the number of shares of common stock of AMP that it is seeking to acquire pursuant to its unsolicited tender offer. The price to be paid per share is $44.50, the same as in the original offer. YOUR BOARD OF DIRECTORS, BY THE UNANIMOUS VOTE OF THOSE PRESENT, HAS DETERMINED THAT ALLIEDSIGNAL'S AMENDED OFFER IS NOT IN THE BEST INTERESTS OF AMP AND ITS RELEVANT CONSTITUENCIES, INCLUDING ITS SHAREHOLDERS, AND RECOMMENDS THAT YOU REJECT ALLIEDSIGNAL'S AMENDED OFFER, NOT TENDER YOUR SHARES PURSUANT TO SUCH OFFER AND WITHDRAW ANY SHARES WHICH MAY HAVE PREVIOUSLY BEEN TENDERED. Your Board of Directors remains convinced that continuing to pursue actively our strategic goals is in the best interests of AMP and the best way for AMP to realize its inherent values. In this connection, your Board noted the following: . AMP's profit improvement plan is working and is being accelerated. . AMP expects to be announcing shortly action designed to enhance value to AMP shareholders in the nearer term. . Any shares purchased by AlliedSignal in its amended partial offer at its current expiration date of September 25, 1998 will neither benefit from any such value enhancement action by AMP nor from any higher price AlliedSignal might offer to pay for AMP's shares in a subsequent tender offer. . The presence of AlliedSignal as an 18% minority shareholder intent upon acquiring control of AMP is, in the Board's view, likely to be a deterrent to any third party interest in a business combination transaction with AMP in the future, and could have a serious and immediate dampening effect on the ability of AMP to carry out its profit improvement plan. It is not AMP's strategy to sell the company. We have been quite clear about this. We have been equally clear, however, that AMP's directors fully understand their responsibilities to deal with reasonable acquisition and business combination proposals, if presented. At the same time, your Board recognizes its responsibilities when presented with an unreasonable proposal. AlliedSignal's original offer and its amended offer are clearly unreasonable in your Board's considered view. We are sharply focused on building value for and delivering it to AMP's constituencies, including our shareholders. For the many reasons we have stated, AlliedSignal's takeover bid simply does not measure up to the new AMP as a value proposition. At a meeting held on September 17, 1998, your Board of Directors also authorized certain amendments to the Rights Agreement to facilitate the implementation of the profit improvement plan for the benefit of AMP and its relevant constituencies, including its shareholders. These amendments are described in greater detail in the enclosed Amendment No. 15 to the Schedule 14D-9. A more detailed description of the reasons for your Board of Directors' recommendation and the factors considered by the Board is contained in the enclosed Amendment No. 15 to the Schedule 14D-9. We urge you to read it carefully and in its entirety so that you will be fully informed as to the Board of Directors' recommendation. Your Board of Directors and I greatly appreciate your continued support and encouragement. Sincerely, /s/ Robert Ripp Robert Ripp Chairman and Chief Executive Officer Enclosure -----END PRIVACY-ENHANCED MESSAGE-----