The following letter was sent by Robert Ripp, chairman and chief executive officerof AMP Inc. to Lawrence Bossidy, chairman and
chief executive officer of AlliedSignal Inc.
September 23, 1998
Mr. Lawrence A. Bossidy
Chairman and Chief Executive Officer
P.O. Box 300
Morristown, NJ 07962-2496
Dear Mr. Bossidy:
On behalf of our board of directors, I am writing in response to your
September 22, 1998 letter. (Editor's Note: this letter is not publically available).
Apart from the obvious posturing purposes of your letter, we welcome your
acceptance of our view that the consent process is an entirely
inappropriate means for the presentation of AlliedSignal's various
proposals. As you stated in your letter, "AlliedSignal chose to initiate
a consent solicitation only because AMP's shareholders do not have a right
to convene a meeting..." The fact is, however, that they have an
equivalent right. AMP has an Annual Meeting of Shareholders every year
and, as we have said all along, AlliedSignal will have the opportunity to
present any or all of its proposals at our 1999 Annual Meeting.
AlliedSignal has entirely ignored the following fundamental facts:
There is nothing in the proposed legislation that would in any way
impede AlliedSignal's ability to seek shareholder votes at the next Annual
AMP's directors, unlike AlliedSignal's directors, are not protected
from a change in control by a staggered board with 3-year terms; every one
of our directors will stand for election at our 1999 Annual Meeting. This
will give AlliedSignal the opportunity to seek to elect the entire AMP
When voting at the 1999 Annual Meeting, AMP shareholders will have had
the opportunity to assess the success of AMP's profit improvement plan and
other value enhancement initiatives, and weigh them against AlliedSignal's
If you truly seek to benefit our shareholders, you will terminate your
impending consent solicitation and pursue your proposals at the Annual
Meeting - which provides an open process aimed at taking a single vote on
a specified date.
Although I am not addressing this letter to your board, I would appreciate
your sharing it with them.
Very truly yours,