SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 11-K
--------------------------------
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1995.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]. For the transition period from ____________ to
- --------------.
Commission File Number 1-4235.
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
MERIT Plan of Benefits
M/A-COM, Inc.
1011 Pawtucket Boulevard
Lowell, MA 01853-3295
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
Includes an Exhibit Index
REQUIRED INFORMATION
The MERIT Plan of Benefits (the "Plan") of M/A-COM, Inc., a wholly owned
subsidiary of AMP Incorporated, is a plan that is subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"), and therefore the Plan is
providing, as Exhibit 1 hereto, Plan financial statements and schedules prepared
in accordance with the financial reporting requirements of ERISA. These
financial statements include audited statements of net assets available for
benefits at December 31, 1995 and December 31, 1994, and audited statements of
changes in net assets available for benefits for the fiscal year ended December
31, 1995.
The Plan financial statements have been examined by Arthur Andersen LLP
and, with respect to the 1994 fiscal year Plan financial statements, by Price
Waterhouse LLP. Currently dated and manually signed written consents of Arthur
Andersen LLP and Price Waterhouse LLP with respect to the Plan financial
statements that relate to the fiscal years ended December 31, 1995 and December
31, 1994, respectively, and the Plan financial statements themselves, have been
incorporated by reference in a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended. These written consents of Arthur Andersen
LLP and Price Waterhouse LLP are provided as Exhibits 2B and 2A to this annual
report, respectively.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
MERIT Plan of Benefits (the "Plan")
M/A-COM, Inc. Benefits Committee (Plan Administrator)
Date: June 25, 1996 By:_______________________________
L. L. Mihalchik
Chairman
Benefits Committee
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
1 Audited financial statements for MERIT Plan
of Benefits
2A Consent of Independent Public Accountants
2B Consent of Independent Public Accountants
EXHIBIT 1
AUDITED FINANCIAL STATEMENTS FOR
MERIT PLAN OF BENEFITS
M/A-COM, Inc.
MERIT Plan of Benefits
Financial Statements
As of December 31, 1995 and 1994
Together with Auditors' Report
M/A-COM, Inc.
MERIT Plan of Benefits
Index to Financial Statements and Supplemental Schedules
===============================================================================
Page
Report of Independent Public Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits:
December 31, 1995 2
December 31, 1994 3
Statement of Changes in Net Assets Available for Plan Benefits:
Year Ended December 31, 1995 4
Year Ended December 31, 1994 5
Notes to Financial Statements 6 - 9
Supplemental Schedules:
Schedule I - Item 27a - Assets Held for Investment Purposes
at December 31, 1995 10
Schedule II - Item 27d - Reportable Transactions
for the Year Ended December 31, 1995 11
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Administrator of
the M/A-COM, Inc. MERIT Plan of Benefits:
We have audited the accompanying statement of net assets available for plan
benefits of the M/A-COM, Inc. MERIT Plan of Benefits at December 31, 1995, and
the related statement of changes in net assets available for plan benefits for
the year ended December 31, 1995. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements of the M/A-COM, Inc. MERIT Plan of Benefits as of December 31, 1994,
were audited by other auditors whose report dated July 7, 1995, expressed an
unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
M/A-COM, Inc. MERIT Plan of Benefits as of December 31, 1995, and the changes in
net assets available for plan benefits for the year ended December 31, 1995, in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in Schedules I
and II is presented for purposes of additional analysis and is not a required
part of the basic financial statements but is additional information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The Fund Information
in the statements of net assets available for plan benefits and the statements
of changes in net assets available for plan benefits is presented for purposes
of additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
Schedules I and II and the Fund Information have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Arthur Andersen LLP
Philadelphia, PA
May 24, 1996
1
<TABLE>
<CAPTION>
M/A-COM, Inc.
MERIT Plan of Benefits
Statement of Net Assets Available for Plan Benefits
December 31, 1995
Vanguard
Money Market Vanguard Vanguard Vanguard
Reserves - Vanguard/ Index International Bond Vanguard
Prime Wellington Trust - Growth Index U.S. Growth
Portfolio Fund 500 Portfolio Portfolio Fund Fund
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Shares of registered investment
companies, fair value $ 34,347,249 $ 23,134,863 $ 16,045,332 $ 7,460,041 $ 5,539,187 $ 9,813,606
Company Stock Fund, fair value -- -- -- -- -- --
Participant notes receivable,
fair value -- -- -- -- -- --
Other receivables:
Employees' contributions 150,824 85,388 64,528 36,346 22,872 46,410
Employer's contributions -- -- -- -- -- --
Loan and interest payments 82,741 47,632 27,968 22,239 9,127 25,279
------ ------ ------ ------ ----- ------
Net Assets Available for
Benefits $ 34,580,814 $ 23,267,883 $ 16,137,828 $ 7,518,626 $ 5,571,186 $ 9,885,295
============ ============ ============ =========== =========== ===========
Statement of Net Assets Available for Plan Benefits
December 31, 1995 - CONTINUED
Vanguard
Asset Vanguard Participants
Allocation Vanguard/ Explorer Company Notes
Fund Windsor II Fund Stock Fund Receivable Total
ASSETS
Shares of registered investment
companies, fair value $ 2,557,152 $ 2,884,729 $ 1,620,998 $ -- $ -- $103,403,157
Company Stock Fund, fair value -- -- -- 13,250,164 -- 13,250,164
Participant notes receivable,
fair value -- -- -- -- 5,466,496 5,466,496
Other receivables:
Employees' contributions 9,734 16,798 12,053 -- -- 444,953
Employer's contributions -- -- -- 306,154 -- 306,154
Loan and interest payments 2,142 7,938 4,578 -- -- 229,644
----- ----- ----- ---------- ----------- -------
Net Assets Available for
Benefits $ 2,569,028 $ 2,909,465 $ 1,637,629 $ 13,556,318 $ 5,466,496 $123,100,568
============== =========== =========== ============ =========== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
</TABLE>
2
<TABLE>
<CAPTION>
M/A-COM, Inc.
MERIT Plan of Benefits
Statement of Net Assets Available for Plan Benefits
December 31, 1994
Vanguard
Money Market Vanguard Vanguard Vanguard
Reserves - Vanguard/ Index International Bond Vanguard
Prime Wellington Trust - Growth Index U.S. Growth
Portfolio Fund 500 Portfolio Portfolio Fund Fund
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Shares of registered investment
companies, fair value $ 34,639,861 $ 17,938,224 $ 10,843,224 $ 7,651,544 $ 5,153,413 $ 6,383,688
Company Stock Fund, fair value -- -- -- -- -- --
Participant notes receivable,
fair value -- -- -- -- -- --
Other receivables:
Employees' contributions 224,397 135,281 88,810 65,925 38,200 54,795
Employer's contribution -- -- -- -- -- --
Loan and interest payments 127,303 57,691 35,435 27,580 12,606 25,446
------- ------ ------ ------ ------ ------
Net Assets Available for
Benefits $ 34,991,561 $ 18,131,196 $ 10,967,469 $ 7,745,049 $ 5,204,219 $ 6,463,929
============ ============ ============ =========== =========== ===========
Statement of Net Assets Available for Plan Benefits
December 31, 1994 - CONTINUED
Vanguard
Asset Vanguard Participants
Allocation Vanguard/ Explorer Company Notes
Fund Windsor II Fund Stock Fund Receivable Total
ASSETS
Shares of registered investment
companies, fair value $ 1,461,613 $ 1,222,947 $ 1,189,541 $ -- $ -- $ 86,484,055
Company Stock Fund, fair value -- -- -- 7,353,228 -- 7,353,228
Participant notes receivable,
fair value -- -- -- -- 5,615,789 5,615,789
Other receivables:
Employees' contributions 12,698 15,444 19,540 -- -- 655,090
Employer's contribution -- -- -- 421,905 -- 421,905
Loan and interest payments 2,547 5,835 6,070 -- -- 300,513
----- ----- ----- ------- --------- -------
Net Assets Available for
Benefits $ 1,476,858 $ 1,244,226 $ 1,215,151 $ 7,775,133 $ 5,615,789 $100,830,580
============ =========== =========== =========== =========== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
</TABLE>
3
<TABLE>
<CAPTION>
M/A-COM, Inc.
MERIT Plan of Benefits
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1995
Vanguard
Money Market Vanguard Vanguard Vanguard
Reserves - Vanguard/ Index International Bond Vanguard
Prime Wellington Trust - Growth Index U.S. Growth
Portfolio Fund 500 Portfolio Portfolio Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions:
Interest and dividends $ 1,995,509 $ 1,148,617 $ 361,526 $ 197,845 $ 365,184 $ 398,841
Net appreciation (depreciation)
of investments -- 4,619,741 3,825,374 777,978 532,372 2,214,174
--------- --------- --------- ------- ------- ---------
1,995,509 5,768,358 4,186,900 975,823 897,556 2,613,015
--------- --------- --------- ------- ------- ---------
Contributions:
Employer -- -- -- -- -- --
Employee 2,258,822 1,259,380 900,113 549,072 368,765 623,089
--------- --------- ------- ------- ------- -------
2,258,822 1,259,380 900,113 549,072 368,765 623,089
--------- --------- ------- ------- ------- -------
Total additions 4,254,331 7,027,738 5,087,013 1,524,895 1,266,321 3,236,104
--------- --------- --------- --------- --------- ---------
Deductions:
Benefit payments to beneficiaries
and participants 3,902,563 1,469,451 1,039,126 606,108 523,051 993,320
Administrative expenses 19,647 6,687 3,577 3,614 1,589 2,597
------ ----- ----- ----- ----- -----
Total deductions 3,922,210 1,476,138 1,042,703 609,722 524,640 995,917
--------- --------- --------- ------- ------- -------
Net increase (decrease) 332,121 5,551,600 4,044,310 915,173 741,681 2,240,187
Net interfund transfers (742,868) (414,913) 1,126,049 (1,141,596) (374,714) 1,181,179
Net assets available for benefits:
Beginning of year 34,991,561 18,131,196 10,967,469 7,745,049 5,204,219 6,463,929
---------- ---------- ---------- --------- --------- ---------
End of year $ 34,580,814 $ 23,267,883 $ 16,137,828 $ 7,518,626 $ 5,571,186 $ 9,885,295
============ ============ ============ =========== =========== ===========
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1995 - CONTINUED
Vanguard
Asset Vanguard Company Participants
Allocation Vanguard/ Explorer Stock Notes
Fund Windsor II Fund Fund Receivable Total
Additions:
Interest and dividends $ 172,054 $ 149,476 $ 126,507 $ $122,008 $ 412,657 $ 5,450,224
Net appreciation (depreciation)
of investments 376,390 427,795 201,166 3,762,166 -- 16,737,156
------- ------- ------- --------- ------- ----------
548,444 577,271 327,673 3,884,174 412,657 22,187,380
------- ------- ------- --------- ------- ----------
Contributions:
Employer -- -- -- 3,848,491 -- 3,848,491
Employee 152,310 189,667 192,985 -- -- 6,494,203
------- ------- ------- --------- ------- ----------
152,310 189,667 192,985 3,848,491 -- 10,342,694
------- ------- ------- --------- ------- ----------
Total additions 700,754 766,938 520,658 7,732,665 412,657 32,530,074
------- ------- ------- --------- ------- -----------
Deductions:
Benefit payments to beneficiaries
and participants 26,207 373,134 142,272 723,759 413,532 10,212,523
Administrative expenses 481 623 585 8,163 -- 47,563
--- --- --- ----- ------- ----------
Total deductions 26,688 373,757 142,857 731,922 413,532 10,260,086
------ ------- ------- ------- ------- ----------
Net increase (decrease) 674,066 393,181 377,801 7,000,743 (875) 22,269,988
Net interfund transfers 418,104 1,272,058 44,677 (1,219,558) (148,418) --
Net assets available for benefits:
Beginning of year 1,476,858 1,244,226 1,215,151 7,775,133 5,615,789 100,830,580
--------- --------- --------- --------- --------- ------------
End of year $ 2,569,028 $ 2,909,465 $ 1,637,629 $ 13,556,318 $ 5,466,496 $123,100,568
============ =========== =========== ============ =========== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
</TABLE>
4
<TABLE>
<CAPTION>
MERT294 - 06/10/96
M/A-COM, Inc.
MERIT Plan of Benefits
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1994
Vanguard
Money Market Vanguard Vanguard Vanguard
Reserves - Vanguard/ Index International Bond Vanguard
Prime Wellington Trust - Growth Index U.S. Growth
Portfolio Fund 500 Portfolio Portfolio Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions:
Interest and dividends $ 1,397,897 $ 821,938 $ 338,897 $ 101,043 $ 359,601 $ 74,199
Net appreciation (depreciation)
of investments -- (913,626) (201,022) (72,701) (519,474) 159,919
--------- -------- -------- ------- -------- -------
1,397,897 (91,688) 137,875 28,342 (159,873) 234,118
--------- ------- ------- ------ -------- -------
Contributions:
Employer -- -- -- -- -- --
Employee 2,159,531 1,333,475 825,897 598,873 358,814 500,144
--------- --------- ------- ------- ------- -------
2,159,531 1,333,475 825,897 598,873 358,814 500,144
--------- --------- ------- ------- ------- -------
Total additions 3,557,428 1,241,787 963,772 627,215 198,941 734,262
--------- --------- ------- ------- ------- -------
Deductions:
Benefit payments to beneficiaries
and participants 4,430,785 1,397,037 810,647 516,377 484,970 392,204
Administrative expenses 23,895 7,453 3,835 3,869 1,918 2,449
------ ----- ----- ----- ----- -----
Total deductions 4,454,680 1,404,490 814,482 520,246 486,888 394,653
--------- --------- ------- ------- ------- -------
Net increase (decrease) (897,252) (162,703) 149,290 106,969 (287,947) 339,609
Net interfund transfers 286,831 (326,261) (172,713) 484,437 (636,021) 466,976
Net assets available for benefits:
Beginning of year 35,601,982 18,620,160 10,990,892 7,153,643 6,128,187 5,657,344
---------- ---------- ---------- --------- --------- ---------
End of year $ 34,991,561 $ 18,131,196 $10,967,469 $ 7,745,049 $ 5,204,219 $ 6,463,929
============ ============ =========== =========== =========== ===========
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1994 - CONTINUED
Vanguard
Asset Vanguard Company Participants
Allocation Vanguard/ Explorer Stock Notes
Fund Windsor II Fund Fund Receivable Total
Additions:
Interest and dividends $ 60,441 $ 72,612 $ 61,917 $ -- $ 397,128 $ 3,685,673
Net appreciation (depreciation)
of investments (97,178) (88,088) (52,430) (944,676) -- (2,729,276)
------- ------- ------- -------- ------- ----------
(36,737) (15,476) 9,487 (944,676) 397,128 956,397
------- ------- ----- -------- ------- ---------
Contributions:
Employer -- -- -- 3,631,347 -- 3,631,347
Employee 119,840 130,464 132,207 -- -- 6,159,245
------- ------- ------- --------- ------- ---------
119,840 130,464 132,207 3,631,347 -- 9,790,592
------- ------- ------- --------- ------- ---------
Total additions 83,103 114,988 141,694 2,686,671 397,128 10,746,989
------ ------- ------- --------- ------- ---------
Deductions:
Benefit payments to beneficiaries
and participants 116,119 24,451 20,132 451,690 631,445 9,275,857
Administrative expenses 571 455 416 6,174 -- 51,035
--- --- --- ----- ------- ------
Total deductions 116,690 24,906 20,548 457,864 631,445 9,326,892
------- ------ ------ ------- ------- ---------
Net increase (decrease) (33,587) 90,082 121,146 2,228,807 (234,317) 1,420,097
Net interfund transfers 141,191 354,631 525,947 (1,099,945) (25,073) --
Net assets available for benefits:
Beginning of year 1,369,254 799,513 568,058 6,646,271 5,875,179 99,410,483
--------- ------- ------- --------- --------- -----------
End of year $ 1,476,858 $ 1,244,226 $1,215,151 $ 7,775,133 $ 5,615,789 $100,830,580
============ =========== ========== =========== =========== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
</TABLE>
5
M/A-COM, Inc.
MERIT Plan of Benefits
Notes to Financial Statements
1. Description of the Plan
The following is a general description of the MERIT Plan of Benefits (the
Plan) established by M/A-COM, Inc. (the Company) effective October 1, 1990
and most recently amended and restated on December 23, 1994. Refer to the
Plan document for more information.
Vanguard Fiduciary Trust Company (Trustee) is the trustee and recordkeeper
of the Plan.
The Plan is a defined contribution retirement benefit plan subject to the
Employee Retirement Income Security Act of 1974 (ERISA) and administered by
a Benefits Committee (the Committee) appointed by the Chief Executive
Officer of the Company, the Plan Sponsor. The Plan is designed to qualify
as a profit-sharing plan for purposes of Sections 401(a), 402, 412 and 417
of the Internal Revenue Code of 1986 (the Code), and to contain a cash or
deferred arrangement intended to qualify under Section 401(k) of the Code.
The Plan covers all eligible employees of participating subsidiaries of the
Company who meet certain requirements as to length of service and number of
hours worked.
On June 30, 1995, the Company was merged with and into AMP Incorporated
(AMP) and became a wholly-owned subsidiary of AMP, which had little impact
on the Plan.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting.
Investment transactions are recorded on the trade date basis. Net
appreciation (depreciation) of investments include realized and unrealized
gains and losses on investment transactions.
Investments
Participants may select from nine investment options. The investment
options available are the Vanguard Money Market Reserves - Prime Portfolio
(pooled money market fund), Vanguard Bond Index Fund (income fund),
Vanguard/Wellington Fund (balanced fund), Vanguard Index Trust - 500
Portfolio (growth and income fund), Vanguard U.S. Growth Portfolio (growth
fund), Vanguard International Growth Portfolio (growth fund),
Vanguard/Windsor II (growth and income fund), Vanguard Explorer Fund (small
company growth) and Vanguard Asset Allocation Fund (balanced fund). The
investments are stated at fair value determined by quoted market prices
which represent the net asset value of shares held by the Plan at year-end,
as reported by the Trustee.
The fair value of participant notes receivable is unpaid principal balances
plus accrued interest at the Plan year end, as reported by the Trustee.
6
M/A-COM, Inc.
MERIT Plan of Benefits
Notes to Financial Statements
The Company Stock Fund exists for the purpose of allowing matching
contributions to be made in the form of AMP common stock. At any time, this
fund may consist of shares of AMP common stock, a receivable/payable amount
for transactions in process and a small balance in a money market fund to
meet current cash requirements. The value of the fund is expressed in terms
of a unit value which fluctuates with the value of AMP common stock in the
fund. The value of this fund is based on the unit closing price at the Plan
year end, as reported by the Trustee.
Accounting Estimates
The preparation of these financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingencies, and the reported amounts of changes in net
assets.
Administrative Expenses
All expenses incurred in the administration of the Plan, other than legal
and certain other expenses which are paid by the Company, are charged to
and paid by the Plan.
Payment of Benefits Benefits are recorded when paid.
3. Contribution and Funding Policies
General
Benefits provided to participants under the Plan are based upon the level
of their Plan contributions and their investment selections. Non-highly
compensated Plan participants, as defined in Section 415 of the Code, must
contribute 2% and may contribute up to 14% of their annual before-tax
compensation to the Plan subject to Internal Revenue Service (IRS)
limitations. Highly compensated participants, as defined in Section 415 of
the Code, must contribute 2% and may contribute up to 6% of their annual
before-tax compensation to the Plan provided, however, that the Company
reserves the right to increase or decrease the maximum percentage within
the range of 6% and 14% applicable to such highly compensated employees
from time to time during, and for the remainder of, the Plan year subject
to IRS limitations.
The Company makes matching contributions of 50% of participants'
contributions for participants with one but less than five years of
service, 66 2/3% for five but less than ten years of service and 100% for
ten or more years of service, but only to the extent deductible for federal
income tax purposes and disregarding any contributions in excess of 6% of a
participant's annual before-tax compensation. In order to maintain the
Plan's tax qualified status, the Plan Administrator retains the right, if
necessary, to reduce the contributions made on behalf of certain
participants.
Contributions are recorded in the period in which payroll deductions are
made.
7
M/A-COM, Inc.
MERIT Plan of Benefits
Notes to Financial Statements
Vesting
Contributions made by participants are fully vested at all times. Company
matching contributions are vested based on a participant's years of
credited service. A year of service is defined by the Plan document as a
year in which the participant has worked 1,000 hours or more. The vesting
schedule for Company contributions is as follows:
Years of credited service Percent vested
Less than 2 0%
2 25%
3 50%
4 75%
5 or more 100%
Forfeitures may be utilized to reduce the Company's matching contributions.
Forfeitures being held at December 31, 1995 and December 31, 1994 were
$72,800 and $79,800 respectively. The Company used $79,800 and $76,300 to
reduce matching contributions for the year ended December 31, 1995 and
December 31, 1994, respectively.
Although the Company has no intention to do so, it reserves the right to
terminate the Plan at any time. Upon Plan termination, participants become
100% vested in their account balances.
4. Participant Loan Program
Active Plan participants may borrow on their vested account balances. The
loan feature of the Plan includes the following provisions:
Minimum Loan: $500
Maximum Loan: Lesser of: 50% of the
participant's vested account
balance at the time of the
loan or $50,000 reduced by the
highest outstanding balance of
any loans to the participant
during the preceding 12
months.
Term of Loan: Five year maximum term; early
repayment without penalty is
allowed.
Interest: Reasonable rate of interest in
accordance with standards
established by the Committee.
Loans specifically attributed to the Plan at December 31, 1995 and December
31, 1994 were $5,466,496 and $5,615,789, respectively. Interest rates range
from 7.0% to 10.5% and 7.0% to 11.0% for loans outstanding at December 31,
1995 and December 31, 1994, respectively.
8
M/A-COM, Inc.
MERIT Plan of Benefits
Notes to Financial Statements
5. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated September 20, 1995, that the Plan is qualified under the
appropriate sections of the Code and the Plan as amended effective January
1, 1992 is in compliance with amendments required by the Tax Reform Act of
1986. The Plan has been amended since applying for the determination
letter. The Plan administrator and the Plan's tax counsel believe that the
Plan is currently designed and being operated in compliance with the
applicable requirements of the Code. Therefore, they believe that the Plan
continues to be qualified and the related trust was tax-exempt as of the
financial statement date. Accordingly, there is no provision for income
taxes in the accompanying financial statements.
6. Investments
All Plan investments are held by Vanguard Fiduciary Trust Company and
consist of shares of various Vanguard mutual funds, company stock, and
participant notes receivables. The following is a list of assets which
exceed 5% of net assets at December 31, 1995 and 1994.
December 31, December 31,
1995 1994
---- ----
Vanguard Fiduciary Trust Company:
Vanguard Money Market Reserves -
Prime Portfolio $34,347,249 $34,639,861
Vanguard/Wellington Fund 23,134,863 17,938,224
Vanguard Index Trust -
500 Portfolio 16,045,332 10,843,224
Vanguard International
Growth Portfolio 7,460,041 7,651,544
Vanguard Bond Index Fund 5,539,187 5,153,413
Vanguard U.S. Growth Portfolio 9,813,606 6,383,688
Company Stock Fund 13,250,164 7,353,228
Participant notes receivable 5,466,496 5,615,789
9
M/A-COM, Inc. Supplemental
MERIT Plan of Benefits Schedule I
Item 27a - Assets Held for Investment Purposes EIN: 04-2090644
at December 31, 1995 PIN: 008
Shares/Units Current
or Participation Cost Value
Vanguard Fiduciary Trust Company:
Vanguard Money Market Reserves -
Prime Portfolio $34,347,249 $34,347,249 $34,347,249
Vanguard/Wellington Fund 946,986 18,165,434 23,134,863
Vanguard Index Trust
500 Portfolio 278,565 11,376,379 16,045,332
Vanguard International
Growth Portfolio 496,674 5,944,921 7,460,041
Vanguard Bond Index Fund 546,271 5,310,931 5,539,187
Vanguard U.S. Growth Portfolio
482,241 7,249,627 9,813,606
Vanguard Asset Allocation Fund
149,977 2,324,366 2,557,152
Vanguard/Windsor II
139,626 2,611,414 2,884,729
Vanguard Explorer Fund
32,451 1,519,790 1,620,998
Company Stock Fund
826,585 9,633,400 13,250,164
Participant notes receivable
maturing within six months to
five years with interest rates
ranging from 7.0% to 10.5% 911 5,466,496 5,466,496
----------- ----------
$103,950,007 $122,119,817
============ ============
10
<TABLE>
<CAPTION>
M/A-COM, Inc. Supplemental
MERIT Plan of Benefits Schedule II
Item 27d - Reportable Transactions EIN: 04-2090644
for the Year Ended December 31, 1995 PIN: 008
Current
value on
Party Description No. of Purchase No. of Selling Cost of transaction Net gain
Involved of assets purchases price sales price asset date (loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vanguard Fiduciary Vanguard Money Market
Trust Company Reserves - Prime Portfolio 197 $9,050,388 192 $9,342,265 $9,342,265 $9,342,265 $ --
Vanguard Fiduciary Vanguard/Wellington Fund 133 4,274,164 146 3,698,074 3,256,757 3,698,074 441,317
Trust Company
Vanguard Fiduciary Company Stock Fund 18 4,167,160 178 2,029,260 1,399,434 2,029,260 629,826
Trust Company
Vanguard Fiduciary Vanguard Index 500 Portfolio 138 3,493,420 124 2,116,686 1,770,361 2,116,686 346,325
Trust Company
Vanguard Fiduciary Vanguard U.S. Growth Fund 145 3,327,278 102 2,112,143 1,787,690 2,112,143 324,453
Trust Company
Vanguard Fiduciary International Growth 112 2,163,431 127 3,134,482 2,821,376 3,134,482 313,106
Trust Company Portfolio
</TABLE>
11
EXHIBIT 2.A
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of AMP Incorporated filed in June of 1996 of our report
dated July 7, 1995 relating to the financial statements of the Merit Plan of
Benefits as of December 31, 1994 included with this Form 11-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
June 25, 1996
EXHIBIT 2.B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To AMP Incorporated:
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K, into the Company's previously filed
Registration Statement File No. 333-06767.
/s/ Arthur Andersen LLP
Philadelphia, PA
June 25, 1996
