-----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, PVWeM3DkxMi2k/V1oJTVMTthpnqQwHP2Bg7a7PStzygHtZ5WDRjjRpiiIV7m2Xzs HwtiOzI87v5Vcn3XpORs5w== 0000950172-98-001212.txt : 19981118 0000950172-98-001212.hdr.sgml : 19981118 ACCESSION NUMBER: 0000950172-98-001212 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981117 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 13E4/A SEC ACT: SEC FILE NUMBER: 005-10462 FILM NUMBER: 98754131 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 13E4/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 13E4/A 1 SCHEDULE 13E4 - AMENDMENT NO. 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 6) AMP INCORPORATED (NAME OF ISSUER) AMP INCORPORATED (NAME OF PERSON(S) FILING STATEMENT) 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) 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 OCTOBER 9, 1998 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) This Amendment No. 6 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 17, 1998, the District Court issued an order stating that it is inclined to dissolve the injunction, issued on October 8, 1998, which prohibits AlliedSignal from commencing the Consent Solicitation upon restoration of jurisdiction to enter an appropriate order. The injunction remains in place until the case is remanded to the District Court by the United States Court of Appeals for the Third Circuit and the District Court thereafter issues an order dissolving the injunction. A copy of the order issued by the District Court is filed as Exhibit (c)(21) hereto and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item Description ---- ----------- (c)(21) Court Order, entered November 17, 1998 in the United States District Court for the Eastern District of Pennsylvania in AMP Incorporated v. AlliedSignal Inc., et al. (Civil Action No. 98-CV-4405) and AlliedSignal v. AMP Incorporated (Civil Action No. 98-CV-4058). (c)(22) Form of Press Release issued by the Company dated November 17, 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 __________________________ Name: Robert Ripp Title: Chairman and Chief Executive Officer Dated: November 17, 1998 INDEX TO EXHIBITS Item Description ---- ----------- (c)(21) Court Order, entered November 17, 1998 in the United States District Court for the Eastern District of Pennsylvania in AMP Incorporated v. AlliedSignal Inc., et al. (Civil Action No. 98-CV-4405) and AlliedSignal v. AMP Incorporated (Civil Action No. 98-CV-4058). (c)(22) Form of Press Release issued by the Company dated November 17, 1998. EX-99 2 EXHIBIT (C)(21) - COURT ORDER Exhibit (c)(21) IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA - - - - - - - - - - - - - - - - - AMP INCORPORATED : CIVIL ACTION v. : ALLIED SIGNAL INC., et al. No. 98-4405 : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ALLIED SIGNAL INC. : CIVIL ACTION v. : AMP INCORPORATED No. 98-4058 : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - IN RE: AMP SHAREHOLDER : CIVIL ACTION LITIGATION : No. 98-4109 - - - - - - - - - - - - - - - - - ORDER AND NOW, this 16th day of November 1998, upon consideration of the evidence presented at the November 4, 1998 hearing and Allied Signal Inc.'s ("Allied Signal") notice of compliance, by letter of the above date, the court advises that Allied Signal is in compliance with the court's October 8, 1998 Order inasmuch as each of the Allied Signal nominees has now acknowledged that, if elected as an AMP director, there would exist a fiduciary duty owed solely to AMP that can be discharged, though, only to the extent that the nominee's simultaneous duty of loyalty to Allied Signal, which will be adverse on all acquisition related issues, may permit. Accordingly, this court is inclined to dissolve the injunction order of October 8, 1998 and October 21, 1998 as to the consent solicitation, upon restoration of jurisdiction to enter an appropriate order. BY THE COURT: /s/ James T. Giles -------------------- JAMES T. GILES, J. Copies by FAX on _______ to: EX-99 3 EXHIBIT (C)(22) - PRESS RELEASE Exhibit (c)(22) 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 AMP ISSUES STATEMENT HARRISBURG, Pennsylvania (November 17, 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 it is inclined to lift the injunction prohibiting AlliedSignal from soliciting consents for the purpose of packing AMP's Board with AlliedSignal's majority slate of its own officers and directors. The injunction, issued on October 8, 1998, remains in place until the case is remanded by the Third Circuit Court of Appeals to the District Court and the District Court thereafter determines to issue an order dissolving the injunction. "In order for AlliedSignal to get to the point where the injunction may be lifted, AlliedSignal's nominees are finally being required to acknowledge that, if seated as AMP directors, they will have real and serious conflicts of interest that will prevent them from doing AlliedSignal's business inside the AMP boardroom." 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 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 October 16, 1998, DLJ held no shares of AMP common stock for its own account and CSFB had a net long position of 186,631 shares of AMP common stock. -----END PRIVACY-ENHANCED MESSAGE-----