-----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, Ws0LcoPeDNBbwyMaY34s4yo3Y68XNOU683q6t8eRp47OoXH+G84Otkm4y5CI7ZjO dosF278lpyenHDTKczWlQg== 0000895345-98-000568.txt : 19980923 0000895345-98-000568.hdr.sgml : 19980923 ACCESSION NUMBER: 0000895345-98-000568 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980922 SROS: BSE SROS: CSE SROS: CSX SROS: NYSE SROS: PHLX SROS: PCX 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: DFAN14A SEC ACT: SEC FILE NUMBER: 001-04235 FILM NUMBER: 98713014 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: ALLIEDSIGNAL INC CENTRAL INDEX KEY: 0000773840 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 222640650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 101 COLUMBIA RD STREET 2: PO BOX 4000 CITY: MORRISTOWN STATE: NJ ZIP: 07962 BUSINESS PHONE: 2014552000 MAIL ADDRESS: STREET 1: 101 COLUMBIA RD P O BOX 4000 STREET 2: 101 COLUMBIA RD P O BOX 4000 CITY: MORRISTOWN STATE: NJ ZIP: 07962 DFAN14A 1 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 - --------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ALLIEDSIGNAL INC. PMA ACQUISITION CORPORATION - --------------------------------------------------------------------------- (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: ------------------------------------------------------------------------ 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ 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: ------------------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------------------ |_| 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: ------------------------------------------------------------------------ 2) Form, Schedule or Registration No. ------------------------------------------------------------------------ 3) Filing party: ------------------------------------------------------------------------ 4) Date filed: ------------------------------------------------------------------------ EX-1 2 Exhibit I [ALLIEDSIGNAL LOGO] AlliedSignal Inc. P.O. Box 3000 Morristown, NJ 07962-2496 LARRY BOSSIDY Chairman and Chief Executive Officer September 22, 1998 Board of Directors AMP Incorporated Harrisburg, PA 17105 Ladies and Gentlemen: As I am sure you are aware, AMP management is circulating proposed legislation that would have the effect of preventing AlliedSignal from conducting its current consent solicitation. A memorandum circulated with the proposal contends that the legislation is necessary because the consent procedure "avoids the holding of a shareholders' meeting, in connection with which there could be a full and free exchange of opinions" about AlliedSignal's offer, and does not afford "a fair voting process that involves taking only one vote on a fixed date." AlliedSignal does not believe that those concerns are well founded. The SEC proxy rules, which govern the solicitation process, will ensure that the shareholders are fully and accurately informed and have the opportunity to consider all views. Indeed, the exchange of information will occur during a period of over two months - almost twice the period that is customary for AMP's annual election of directors. If AMP management truly has concerns about the consent procedure, and is not just trying to delay a shareholder vote for as long as possible, the solution is simple: call a special meeting of shareholders. AlliedSignal chose to institute a consent solicitation only because AMP's shareholders do not have a right to convene a meeting; only the Chief Executive Officer and the Board have that power. In fact, AlliedSignal would welcome the opportunity to present our two proposals at a special meeting. If this meeting were held in late October or early November and the record date were set for October 15, AlliedSignal would withdraw its consent solicitation. Also, I want to be certain that you are aware that AMP management's position violates the commitment that you, the AMP Board of Directors, made to AMP shareholders in 1989 when you asked them to approve reincorporation in Pennsylvania. The Proxy Statement in support of the merger into AMP-PA assured the shareholders that the "rights of the Corporation's shareholders" would be governed by the Articles of Incorporation included in the Proxy Statement. In the course of discussing the Articles of Incorporation, the Proxy Statement goes on to say: "a new Article bas been added that permits action to be taken [by the shareholders] by less-than-unanimous consent in lieu of convening a meeting of shareholders." Since this right was promised to shareholders as part of the inducement to the shareholders to approve the move to Pennsylvania in order to take advantage of Pennsylvania's then newly-adopted anti-takeover provisions, it is disingenuous for AMP management to describe the consent process as "an unintended loophole." In light of this history, AlliedSignal, as a shareholder of AMP, requests that AMP cease its efforts to promote legislation that would interfere with this valuable right now vested in its shareholders. AMP management should not add to the number of commitments that it has failed to meet. Sincerely, /s/ Larry Bossidy Larry Bossidy -----END PRIVACY-ENHANCED MESSAGE-----