SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 25, 1995
AMP Incorporated
(Exact name of registrant as specified in its charter)
Pennsylvania 1-4235 23-0332575
(State of Incorporation) (Commission (IRS Employer
File Number) Identification Number)
P.O. Box 3608
Harrisburg, Pennsylvania 17105-3608
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (717) 564-0100
<PAGE>
ITEM 5. Other Events.
On January 25, 1995, the Board of Directors of AMP Incorporated, a
Pennsylvania corporation ("AMP"), declared a two-for-one split of AMP's Common
Stock without par value (the "Common Stock"). Each share of the Common Stock
issued as of the close of business on February 6, 1995, including the shares
then held by AMP in treasury, will be changed into two shares of Common Stock.
On or about March 1, 1995 AMP will distribute to each shareholder of record at
the close of business on February 6, 1995 a certificate or certificates
representing one additional share of Common Stock for each share of Common
Stock registered in the name of such shareholder.
As permitted under Section 1914(c)(3)(ii) of the Pennsylvania
Business Corporation Law of 1988, as amended, the Board of Directors also
increased the number of authorized shares of Common Stock from 350,000,000
to 700,000,000, in proportion to the two-for-one stock split. AMP's Restated
Articles of Incorporation will be amended effective February 6, 1995 to
reflect this change in the authorized Common Stock, and an appropriate listing
will be timely filed with the New York Stock Exchange Inc. with respect to the
additional issued Common Stock, the additional authorized Common Stock, and
the additional accompanying Common Stock purchase rights in connection with
the two-for-one stock split. Pursuant to Section 1914(c)(3)(ii), this
amendment of the Restated Articles of Incorporation was effected by action
of the Board of Directors and without shareholder approval.
Outstanding awards and corporate earnings-per-share financial
performance targets under AMP's various incentive compensation plans, and the
Common Stock purchase rights granted under the Rights Agreement, dated as of
October 25, 1989, as amended, between AMP and Chemical Bank, shall be adjusted
as necessary or appropriate to reflect the two-for-one stock split where
permitted under the terms of the applicable plan or agreement, as the case may
be.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
3 - Articles of Amendment and the Restated Articles of Incorporation
99 - Press release issued by AMP Incorporated on January 25, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this current report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMP Incorporated
/s/ J.E. Marley
By:_________________________
James E. Marley,
Chairman of the Board
Date: January 31, 1995
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
3 Articles of Amendment and the Restated 4
Articles of Incorporation 6
99 Press release issued by AMP Incorporated 9
on January 25, 1995
Microfilm Number ____________ Filed with the Department
of State on January 30, 1995
Entity Number 1080766 _________________________________
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915(Rev 91)
In compliance with the requirements of 15 Pa. C.S. Section 1915 (relating
to articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:
1. The name of the corporation is: AMP Incorporated
2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) 470 Friendship Road Harrisburg PA 17111 Dauphin
Number and Street City State Zip County
(b) c/o:__________________________________________________________
Name of Commercial Registered Office Provider
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is
located for venue and official publication purposes.
3. The statute by or under which it was incorporated is: PA Business
Corporation Law Act of May 5th, 1993 P.L. 364, as amended.
4. The date of its incorporation is: February 15, 1989
5. (Check, and if appropriate complete, one of the following):
___ The amendment shall be effective upon filing these Articles of Amendment
in the Department of State.
XX The amendment shall be effective on: 2/6/95 at ______________
Date Hour
6. (Check one of the following):
___ The amendment was adopted by the shareholders (or members) pursuant to
15 Pa. C.S. Section 1914(a) and (b).
XX The amendment was adopted by the board of directors pursuant to 15 Pa.
C.S. Section 1914(c).
7. (Check, and if appropriate complete, one of the following):
___ The amendment adopted by the corporation, set forth in full, is as follows:
XX The amendment adopted by the corporation as set forth in full in Exhibit A
attached hereto and made a part hereof.
DSCB: 15-1915 (Rev 91)-2
<PAGE>
8. (Check if the amendment restates the Articles:
XX The restated Articles of Incorporation supersede the original Articles and
all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 25th day of
January, 1995.
AMP Incorporated
(Name of Corporation)
/s/ D.F. Henschel
By:________________________________
(Signature)
Corporate Secretary
Title:_______________________________
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Restated Articles of Incorporation
Domestic Business Corporation
In compliance with the requirements of the Pennsylvania Business
Corporation Law of 1988, Act of December 21, 1988, P.L. 1444, No. 177, as
amended, and specifically Section 1914(c)(4) thereof, the undersigned,
desiring to restate without change all of the operative provisions of the
Articles of Incorporation as heretofore amended, hereby certifies that the
Articles of Incorporation are the following:
Article I The name of the Corporation is AMP INCORPORATED.
Article II The address of its registered office in the Commonwealth of
Pennsylvania is 470 Friendship Road, Harrisburg, Dauphin County,
Pennsylvania 17111.
Article III The Corporation is incorporated under the Business Corporation
Law of the Commonwealth of Pennsylvania, Act of May 5, 1933,
P.L. 364, as amended. The purposes for which the Corporation is
incorporated are that the Corporation shall have unlimited power
to engage in and to do any lawful act concerning any or all
lawful business for which corporations now or at any time
hereafter may be incorporated under the Business Corporation Law
of the Commonwealth of Pennsylvania, Act of May 5, 1933, P.L.
364, as amended and under all amendments and supplements thereto,
or any revision or restatement thereof or any statute enacted
to take the place thereof (hereinafter the "Business Corporation
Law"), including but not limited to manufacturing, processing,
fabricating, assembling and research and development, and also
including without limiting the generality of the foregoing:
1. To engage in any such activities directly or through a
subsidiary or subsidiaries and to take any and all acts
deemed appropriate to promote the interest of such
subsidiary or subsidiaries, including without limiting the
forgoing, the following: making contracts and incurring
liabilities for the benefit of such subsidiary or
subsidiaries; transferring or causing to be transferred to
any such subsidiary or subsidiaries assets of this
Corporation; guaranteeing dividends on any shares of the
capital stock of any such subsidiary; guaranteeing the
principal and interest or either of the bonds, debentures,
notes or other evidences of indebtedness issued or
obligations incurred by any such subsidiary or subsidiaries;
securing said bonds, debentures, notes or other evidences of
indebtedness so guaranteed by mortgage of or security
interest in the property of the Corporation; and contracting
that said bonds, debentures, notes or other evidences of
indebtedness so guaranteed, whether secured or not, may be
convertible into shares of the Corporation upon such terms
and conditions as may be approved by the Board of Directors;
and
2. To exercise as a purpose or purposes each power granted to
corporations by the Business Corporation Law insofar as such
powers authorize or may hereafter authorize corporations to
engage in activities; and to guarantee the bonds, debentures,
notes or other evidences of indebtedness issued, or
obligations incurred, by any corporation, partnership,
<PAGE>
limited partnership, joint venture or other association in
which the Corporation at the time such guarantee is made has
a substantial interest or where such guarantee is otherwise
in furtherance of the interests of the Corporation.
Article IV The aggregate number of shares which the Corporation shall have
authority to issue is 700,000,000 shares of Common Stock without
par value. The Corporation may issue and deliver unissued or
treasury shares, or option rights, or securities having conversion
or option rights, whether presently or hereafter authorized, in
such manner and for such consideration as from time to time may
be fixed by the Board of Directors, without first offering them
to existing shareholders.
Article V The duration of the Corporation shall be perpetual. The stock of
the Corporation shall not be assessed, nor shall the holders
thereof or their property be liable for the debts of the
Corporation, to any extent whatever.
Article VI
1. The number of directors of the Corporation shall be such
number not less than three as may be fixed from time to time
by the By-Laws or in the manner prescribed in the By-Laws.
2. The Board of Directors may determine from time to time to
what extent and at what places and under what conditions and
regulations the accounts and books of the Corporation, or
any of them, shall be open to the inspection of the
shareholders, and no shareholder shall have any right to
inspect any account, book or documents of the Corporation,
except as conferred by statute or by the Board of Directors.
Article VII Except as otherwise provided by statute or by these Articles of
Incorporation as the same may be amended from time to time or by
By-Laws as the same may be amended from time to time, all
corporate powers may be exercised by the Board of Directors.
Without limiting the foregoing, the Board of Directors shall
have power, without shareholder action:
1. To authorize the Corporation to purchase, acquire, hold,
lease, mortgage, pledge, sell and convey such property,
real, personal and mixed, without as well as within the
Commonwealth of Pennsylvania, as the Board of Directors
may from time to time determine, and in payment for any
property purchased to issue, or cause to be issued, shares
of the Corporation, or bonds, debentures, notes or other
obligations or evidences of indebtedness thereof secured
by pledge, security interest or mortgage, or unsecured.
2. To authorize the borrowing of money; the issuance of bonds,
debentures, notes and other obligations or evidences of
indebtedness of the Corporation, secured or unsecured, and
the inclusion of provisions as to redeemability and
convertibility into shares of stock of the Corporation or
otherwise; and, as security for money borrowed or bonds,
debentures, notes and other obligations or evidences of
indebtedness issued by the Corporation, the mortgaging or
pledging of any property, real, personal or mixed, then
owned or thereafter acquired by the Corporation.
Article VIII The shareholders of the Corporation shall not have cumulative
voting in the election of directors.
<PAGE>
Article IX Any action that may be taken at a meeting of the shareholders or
of a class of shareholders may be taken without a meeting if
proper consent is made to the action. Any such action may be
taken without a meeting upon the written consent of shareholders
who would have been entitled to cast the minimum number of votes
that would be necessary to authorize the action at a meeting at
which all shareholders entitled to vote were present and voting.
Article X Except as provided in subparagraph 2 below, no corporate action
of a character described in subparagraph 1 below, and no
agreement, plan or resolution providing therefor, shall be valid
or binding upon the Corporation unless such corporate action shall
have been approved in compliance with all applicable provisions
of the Business Corporation Law and these Articles and shall have
been authorized by the affirmative vote of at least sixty-six and
two-thirds (66-2/3%) percent of the votes cast by all
shareholders entitled to vote thereon.
1. Corporate actions subject to the voting requirements of this
Article X shall be:
i) any merger, consolidation or share exchange to which the
Corporation is a party;
ii) any sale, lease, exchange or other disposition of all or
substantially all of the properties or assets of the
Corporation;
iii) any voluntary dissolution of the Corporation; or
iv) any amendment of these Articles.
2. The voting requirements of this Article X shall not apply to
any transaction of a character described in subparagraph 1
above should either of the following apply with respect to
the transaction:
i) the Business Corporation Law permits corporate action
with respect to any such transaction to be taken by the
Board of Directors, or any committee thereof, and does
not require a vote of shareholders; or
ii) the transaction shall be a "business combination" as
defined in Section 2554 of the Business Corporation Law
and shall be subject to a vote of shareholders in the
manner prescribed by Section 2555 of the Business
Corporation Law.
IN WITNESS WHEREOF, the Secretary of the Corporation has signed and
sealed these Articles of Incorporation this 25th day of January, 1995.
AMP Incorporated
/s/ D.F. Henschel
By: _____________________________
Corporate Secretary
AMP EXECUTIVE OFFICES
NEWS RELEASE
- -----------------------------------------------------------------------------
AMP INCORPORATED * HARRISBURG, PA 17105 * 717-564-0100 * NYSE SYMBOL: AMP
- -----------------------------------------------------------------------------
IMMEDIATE RELEASE Release No.: 95-1
JANUARY 25, 1995 FOR MORE INFORMATION CONTACT: William Oakland
(717) 780-6371
FOURTH QUARTER 1994
- -------------------
Sales -- $1.10 billion, up 26% from $873 million in year-earlier quarter
and $1.02 billion in prior quarter
*Earnings per Share -- 96 cents/share, up 41% from 68 cents/share in
year-earlier quarter; up 8% from 89 cents in preceding quarter
Backlog -- Down $10 million during quarter to $625 million
YEAR 1994 (PRELIMINARY)
- -----------------------
Sales -- Up 17% to record $4.03 billion from $3.45 billion in 1993
*Earnings per Share -- Up 24% to record $3.52/share from $2.83/share in
1993
Capital Expenditures -- Record $457 million, up from $330 million in
1993
Employment -- Up 3,500 for year to 30,400
OUTLOOK GOOD FOR CONTINUED GROWTH
- ---------------------------------
TWO-FOR-ONE STOCK SPLIT -- Record date February 6, 1995; distribution
- ----------------------- about March 1, 1995
*DIVIDEND INCREASE -- to 46 cents/share from 42 cents/share quarterly in
- ------------------ 1994. Indicates $1.84/share in 1995 from $1.68/share
in 1994 (on current basis before February 6, 1995
2-for-1 stock split)
*Note: Per share figures will be halved after stock split becomes
effective
HARRISBURG, PA -- William Hudson, President and CEO, and Chairman James
Marley commented on current results and outlook. Fourth quarter 1994
sales were up 26% to a record $1.10 billion from $873 million in the
year-earlier period, and exceeded the previous high of $1.02 billion in
the third quarter of this year. Earnings also set a new quarterly high
- -- up 41% to 96 cents/share from 68 cents/share in the fourth quarter of
1993 (which was adversely impacted by a negative currency effect and
unexpected shortfalls in European and Japanese sales in that quarter).
Quarterly earnings/share rose in 1994 from 76 cents in the first, 91
cents in the second, and 89 cents in the third, to a record 96 cents in
the fourth quarter.
1994 was a very good year for AMP -- sales up 17% to a record $4.03
billion from $3.45 billion in 1993; earnings up 24% to a record
$3.52/share from $2.83/share in 1993; and further improvement in profit
margins, return on assets, and return on shareholders' equity. Growth
was very broadbased -- with good sales growth in each region and in
virtually all market categories. AMP is fully participating in the
broadening economic recovery throughout the world, and is entering a
number of new product/market
<PAGE>
sectors and emerging geographic areas to supplement the good growth
prospects of its basic connector business in established markets. Sales have
now increased nine consecutive years (through recessions in the U.S., Europe,
and Japan) since the severe correction in the U.S. electronics industry in
1985. Earnings/share have strongly recovered from the recession-affected low
of $2.45 in 1991 to $2.75 in 1992, $2.83 in 1993, and $3.52 in 1994. Changes
in currency exchange rates are estimated to have added about $60 million
(about 1-1/2%) to 1994 sales and a few cents to earnings.
U.S. sales (42% of the total) increased 15% in 1994 to $1.71 billion,
following increases of 11% in 1992 and 10% in 1993. Strongest growth
was in automotive, communications equipment, and industrial/commercial
equipment markets.
Reflecting the strengthening economic recovery, sales were up in Europe
in virtually every country and market sector. Sales rose 16% in local
currencies and 17% in U.S. dollars to a record $1.23 billion. Strongest
growth was in France, Great Britain, Italy and Spain, and in the
automotive, telecommunications, and industrial machinery markets. In
1993, reflecting the recession there, sales were up only 1% in local
currencies, while down 10% in U.S. dollars because of the strengthening
of the U.S. dollar.
Reflecting the recent upturn in the Japanese economy and modest growth
in our sales there (nearly two-thirds of the regional sales total), as
well as the continued strong economic/market growth throughout the rest
of the region, Asia/Pacific sales were up 11% in local currencies and up
18% in U.S. dollars in 1994 to a record $874 million as the U.S. dollar
continued its decline against the Japanese yen. Virtually every country
and market sector showed good growth. Strongest country growth was
Malaysia, South Korea, and Thailand; strongest market growth was in
appliance, communication equipment, computers, and consumer electronics.
In 1993, reflecting the Japanese recession, regional sales were up only
2% in local currencies, while up 11% in U.S. dollars because of the
weakening of the U.S. dollar against the Japanese yen. Sales were down
modestly in Japan in 1993, but up strongly in the rest of the region.
Sales in the Americas outside the U.S. were up 29% to a record $213
million, with good growth shown by our subsidiaries in Brazil, Canada,
and Mexico. In 1993 sales rose 15%.
The worldwide operating income margin rose to 16.1% from 15.2% in 1993.
Pretax and after-tax margins also improved -- from 14.1% and 8.6% in
1993 to 14.8% and 9.2% in 1994. The effective tax rate dropped from
39.0% to 37.8%.
OUTLOOK
The outlook is good for continued growth throughout much of the world.
We believe the world is in a stage of broadening economic recovery that
should continue throughout 1995 and probably for several more years
beyond. Outside the U.S. we expect each region to have similar sales
growth in local currencies in 1995 as in 1994. In the U.S. our growth
rate could moderate in the second half if U.S. economic growth slows.
Overall, if present economic and market growth trends continue and
exchange rates are steady, we expect our 1995 worldwide sales growth
rate to be similar to 1994 and earnings to set new highs.
Our basic strategy is working. First is to maintain leadership and gain
market share in our core connector business (over 90% of sales) where we
have nearly a 20% share in a $20 plus billion market expected to grow at
a 6-9% annual rate during the rest of the decade.
2
<PAGE>
Second is to diversify into logically related product and market areas
through internal product developments, acquisitions, minority interest
investments, and other strategic alliances. By entering product/market
areas such as sensors, cables, cable and wiring assemblies, panel
assemblies, electro-optic devices, networking units, premise wiring
products, and ATM switching systems, we are adding new markets totaling
over $50 billion, and generally growing faster than the connector
industry. We are encouraged by our progress on this diversification.
The third strategic element is aggressive, timely expansion into many
more geographic markets. Our overseas operations started in 1952 in
Canada and France, and now encompass subsidiaries in 35 countries. We
plan to continue building capabilities in major emerging markets --
adding sales offices, subsidiaries, and production facilities as needed.
Using this strategy, our goal is to grow better than 1-1/2 times the
connector industry's expected annual growth rate of 6-9%. We have
outperformed our industry and gained market share. However, to return
closer to our historical 14-15% long-term growth rate when sales are now
$4 billion requires more extensive leveraging of our basic technical,
manufacturing, and marketing capabilities into other related areas where
we have low market shares, but high potentials for growth. We will
continue our balanced approach of improving current results while
steadily building for longer term growth.
We believe the future is very bright for growing use of electrical and
electronic equipment in society. The convergence of various
technologies is spawning many new products that are increasingly cost
effective and user-friendly. With the rising expectations of people
throughout the world and the urgent need for much better infrastructure
in most countries, the stage is being set for many years of good growth
in the markets we now serve or are beginning to address, if favorable
economic growth trends continue as generally expected. Our products
will participate in these markets in a very diversified way and perform
an increasingly critical role.
EXPANSION/ACQUISITIONS/ALLIANCES
Capital expenditures rose to a record $457 million from $330 million in
1993 -- over two-thirds for new equipment and systems. Facilities were
enlarged or added in over a dozen countries as we increased floor space
over 500,000 sq. ft. to 10.6 million sq. ft. 1995 capital expenditures
are expected to be similar to or slightly higher than 1994. Expansion
plans for this year include a large engineering facility in the
Harrisburg area, our first plant in Ireland (Dublin), a warehouse in
Japan, and various plant additions and sales offices throughout the
world. Planning continues on a second plant in China to broaden our
capabilities in that huge, fast-growing market. Marketing activities
are being extended into Indonesia, Pakistan, Vietnam, Eastern Europe,
South Africa, and the Middle East.
During the fourth quarter we announced two European acquisitions in our
core connector business. During 1994 we also made a number of other
small acquisitions and minority interest investments, primarily in non-
core diversification business areas.
STOCK SPLIT AND DIVIDEND INCREASE
The Board of Directors declared a two-for-one stock split. The one
additional share for each share held on a February 6, 1995 record date
will be distributed on or about March 1, 1995. This increases the
shares issued to 224.64 million. As authorized under Pennsylvania's
Business Corporation Law, the Board also increased the authorized shares
of AMP stock to 700 million in proportion to the stock split.
3
<PAGE>
The Board also increased the regular quarterly cash dividend to 46 cents
per share, payable March 1, 1995 to shareholders of record February 6,
1995. This new higher rate (on shares before the stock split) indicates
a total annual dividend of $1.84 per share for 1995, compared to $1.68
per share in 1994, $1.60 in 1993, and $1.52 in 1992 -- the 42nd
consecutive annual increase.
-------------------------------
Harrisburg, Pennsylvania-based AMP Incorporated is the world's leading
producer of electrical/electronic connection devices. It has 30,400
employees in 185 facilities in the U.S. and 35 other countries. AMP
stock is listed on the New York, Pacific and other regional stock
exchanges (Symbol -- "AMP").
4
