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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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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