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As filed with the Securities and Exchange Commission on
May 2, 1996
Registration No.333-2045
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMP Incorporated
(Exact name of registrant as specified in charter)
Pennsylvania
(State or other 470 Friendship Road 23-033-2575
jurisdiction of Harrisburg, Pennsylvania (I.R.S.
incorporation or 17111 Employer
organization) (717) 564-0100 Identification
(Address, including zip code, No.)
and telephone number, including
area code, of registrant's
principal executive offices)
David F. Henschel
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
(717) 564-0100
(Name, address, including zip code, and telephone number,
including area code, of agent for service.)
Copies to:
David W. Schoenberg, Esq. Joseph L. Johnson III, Esq.
Altheimer & Gray Goodwin, Procter & Hoar
10 South Wacker Drive, Suite 4000 Exchange Place
Chicago, Illinois 60606 Boston, Massachusetts 02109
(312) 715-4000 (617) 570-1000
Approximate date of commencement of proposed sale to
the public: As soon as practicable after this
Registration Statement becomes effective.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest
reinvestment plans, please check the following box: / /
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with
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dividend or interest reinvestment plans, check the
following box: / /
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and
list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering: / /_______________________________
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration
statement for the same offering:
/ /_______________________________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box: / /
The registrant hereby amends this Registration
Statement on such date or dates as may be necessary to
delay its effective date until the registrant shall file a
further amendment which specifically states that this
Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of
1933, as amended or until the Registration Statement shall
become effective on such date as the Commission, acting
pursuant to such Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED MAY 2, 1996
PROSPECTUS
, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
729,463 Shares
AMP INCORPORATED
Common Stock
Of the 729,463 shares of common stock, no par value
("Common Stock"), of AMP Incorporated, a Pennsylvania
corporation (the "Company"), offered hereby, 300,714
shares are being offered by Robert M. Bretholtz ("RMB"),
202,318 shares are being offered by the Harold N. Cotton
Trust ("HNC"), 26,005 shares are being offered by Ronnie
Bretholtz, as Custodian for Jared S. Bretholtz ("RB"),
26,005 shares are being offered by the Joshua B. Bretholtz
Grantor Trust ("JBBGT"), 50,807 shares are being offered
by the Nancy E. Cotton Trust ("NECT"), 50,807 shares are
being offered by the Betsy Cotton Trust ("BCT"), 10,000
shares are being offered by the Jewish Community Endowment
Foundation of Worcester as part of the Harold and Phyllis
Cotton Fund ("WJF"), 12,000 shares are being offered by
Fidelity Investments Charitable Gift Fund ("FICGF") and
50,807 shares are being offered by the Lauren Cotton Trust
(together with RMB, HNC, RB, JBBGT, NECT, BCT, WJF and
FICGF, the "Selling Shareholders"). See "Selling
Shareholders" and "Plan of Distribution."
The Common Stock to be sold by the Selling
Shareholders was issued in connection with the acquisition
by a wholly-owned subsidiary of the Company of Madison
Cable Corporation, Madison Cable Limited and the net
assets of Airport Realty Company and Jared Associates (the
"Acquisition"). The Company has agreed with the Selling
Shareholders to register the 1,458,933 shares of Common
Stock issued to date in the Acquisition, which shares
include the 729,463 shares of Common Stock offered hereby.
The Company has also agreed to pay certain fees and
expenses incident to such registration. It is estimated
that the fees and expenses payable by the Company in
connection with the registration of the Common Stock will
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be approximately $30,000. The Company intends to keep the
registration statement, of which this Prospectus is a
part, effective until no later than June 13, 1996. See
"Selling Shareholders" and "Plan of Distribution."
The Company's Common Stock is listed on the New York
Stock Exchange (the "NYSE"), the Boston Stock Exchange,
the Cincinnati Stock Exchange, the Midwest Stock Exchange,
Inc., the Pacific Stock Exchange, Incorporated and the
Philadelphia Stock Exchange, Inc. and options with respect
to the Common Stock are listed on the Chicago Stock
Exchange, Inc., all under the symbol AMP. On April 29,
1996, the last reported sale price of the Company's Common
Stock on the NYSE Composite Tape was $44.875 per share.
The Selling Shareholders directly, through agents
designated from time to time, or through dealers or
underwriters also to be designated, may sell the shares of
Common Stock being offered hereby from time to time on the
NYSE, any other securities exchange on which the Common
Stock is listed or the over the counter market, at prices
and on terms then prevailing thereon, or in negotiated
transactions or otherwise. To the extent required, the
specific number of shares to be sold, the names of the
Selling Shareholder(s), the respective purchase prices and
public offering prices, the names of any agents, dealers
or underwriters, and any applicable commissions or
discounts with respect to a particular offer will be set
forth in an accompanying Prospectus Supplement or in an
amendment to the registration statement of which this
Prospectus is a part, as appropriate. See "Plan of
Distribution." Each of the Selling Shareholders reserves
the sole right to accept and, together with its agents
from time to time, to reject in whole or in part any
proposed purchase of shares of Common Stock to be made
directly or through agents.
The Selling Shareholders and any broker-dealers,
agents or underwriters that participate with the Selling
Shareholders in the distribution of the shares of Common
Stock may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by them
and any profit on the resale of shares of Common Stock
purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See
"Plan of Distribution" herein for indemnification
arrangements among the Company and the Selling
Shareholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
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THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1996
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No dealer, salesperson or any other person is
authorized to give any information or make any
representations in connection with the offering other than
those contained in this Prospectus, and if given or made,
such information or representations must not be relied
upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or
solicitation of an offer to buy by anyone in any
jurisdiction in which such offer to sell or solicitation
is not authorized, or in which the person making such
offer is not qualified to do so or to any person to whom
it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs
of the Company since the date hereof or that the
information contained herein is correct as of any time
subsequent to the date hereof.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been filed with the
Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and are incorporated herein by reference:
(1) the Annual Report on Form 10-K of the Company for
the year ended December 31, 1995;
(2) the description of the Common Stock contained in
the Company's Registration Statement on Form 8-B (File No.
1-4235) filed on April 10, 1989, and any amendment or
report filed for the purpose of updating any such
description; and
(3) the description of the rights under the Rights
Agreement between the Company and Chemical Bank, dated as
of October 25, 1989 (the "Rights Agreement"), set forth in
the Company's Registration Statement on Form 8-A (File No.
1-4235) filed on November 7, 1989, and any amendment or
report filed for the purpose of updating any such
description.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering of the shares of Common Stock
shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such
documents.
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Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of
this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each
person to whom this Prospectus has been delivered, upon
written or oral request, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference herein, other than exhibits to
such documents (unless such exhibits are specifically
incorporated by reference therein). Requests for such
copies should be directed to AMP Incorporated, P.O. Box
3608, Mail Stop 176-48, Harrisburg, Pennsylvania 17105,
Attention: David F. Henschel, Corporate Secretary,
telephone number (717) 780-4205.
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THE COMPANY
AMP is the world leader in electrical and electronic
connection devices and a producer of an expanding number
of connector intensive assemblies and total
interconnection systems. AMP supplies over 100,000 types
and sizes of terminals, splices, connectors, cable and
panel assemblies, electro-optic devices, printed circuit
board assemblies, sensors, wide and local area network
products and systems, switches, touch screen data entry
systems and related application tooling to more than
250,000 worldwide customer locations, including original
electrical and electronic equipment manufacturers and
customers who install and maintain that equipment. The
mailing address of AMP's principal executive offices is
P.O. Box 3608, Harrisburg, Pennsylvania 17105, and its
telephone number is (717) 564-0100.
DESCRIPTION OF CAPITAL STOCK
The class of securities to be registered is Common
Stock, no par value.
Capital Stock
The following statements with respect to the
Company's capital stock are subject to the detailed
provisions of the Company's Restated Articles of
Incorporation ("Articles of Incorporation"), By-laws, as
amended (the "By-laws"), and the Rights Agreement. These
statements do not purport to be complete and are qualified
in their entirety by reference to the terms of the
Articles of Incorporation, the By-laws and the Rights
Agreement, each of which are incorporated by reference
into this Prospectus.
The Company is authorized to issue 700,000,000 shares
of its Common Stock. The Company has no other authorized
classes of stock or securities. As of April 19, 1996,
219,318,906 shares of Common Stock were issued and
outstanding (excluding 13,168,423 shares held in
treasury).
Common Stock
Each share of Common Stock of the Registrant entitles
the holder thereof to one vote on all matters submitted to
a vote of the shareholders. In electing directors,
shareholders are not entitled to cumulative voting.
Holders of Common Stock do not have any preemptive rights
or rights to subscribe to additional securities of the
Company. There are no conversion rights, redemption
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provisions or sinking fund provisions applicable to the
Common Stock nor is it subject to calls or assessments by
the Company. Upon liquidation, the holders of the Common
Stock are entitled to receive, pro rata, the net assets of
the Company available for distribution to shareholders.
Holders of Common Stock are entitled to share ratably in
dividends when and as declared by the Board of Directors
of the Company out of funds legally available therefor.
Common Stock Purchase Rights
In 1989, the Company adopted a Shareholder Rights
Plan (the "Shareholder Rights Plan") and distributed to
its shareholders, with respect to each outstanding share
of Common Stock held, one right ("the Right") to purchase
one share of Common Stock at a purchase price of $175,
subject to adjustment. The purchase price was adjusted to
$87.50 to reflect the Company's 2-for-1 stock split which
was effected on March 2, 1995. The description and terms
of the Rights are set forth in the Rights Agreement.
The Rights will remain attached to the Common Stock
and are not exercisable except under the limited
circumstances set forth in the Shareholder Rights Plan and
relating generally to the acquisition of, or tender for,
20% or more of the outstanding Common Stock. If such
circumstances occur, the Rights will separate from the
Common Stock and become exercisable. If, subsequently, a
person actually acquires beneficial ownership of 20% or
more of the Common Stock (an "Acquiring Person"), except
pursuant to an offer for all outstanding shares of Common
Stock which the independent directors of the Company
determine, after receiving advice from one or more
investment banking firms, to be fair to and otherwise in
the best interests of the Company and its shareholders (a
"Qualifying Offer"), each Right (except those held by such
Acquiring Person) will become exercisable for such number
of shares of Common Stock (or, in certain circumstances, a
reasonable substitute therefor) having a market value
equal to twice the exercise price of the Right. In
addition, if, after such time as an acquiror of shares of
Common Stock becomes an Acquiring Person, (i) the Company
is acquired in a merger or other business combination
transaction in which the Company is not the surviving
corporation (other than a merger which follows a
Qualifying Offer and satisfies certain other
requirements), (ii) the Company is acquired in a merger or
other business combination transaction in which the
Company is the surviving corporation but all or part of
the Common Stock is changed into or exchanged for
securities of the other person or other property, or (iii)
50% or more of the Company's assets, cash flow or earning
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power is sold or transferred, each Right will become
exercisable for such number of shares of common stock of
the acquiror having a value equal to twice the exercise
price of the Right. The Rights expire on November 6, 1999
unless earlier redeemed by the Company for $.005 per
Right. The Company may redeem the Rights at any time
until 10 business days after a person has become an
Acquiring Person. Until the Rights separate from the
Common Stock, each new share of Common Stock issued will
have a Right attached. The Rights do not have voting or
dividend rights and, until they become exercisable, have
no dilutive effect on the earnings of the Company.
SELLING SHAREHOLDERS
The following table sets forth certain information with
respect to the Selling Shareholders, including the number
of shares of Common Stock beneficially owned by each
Selling Shareholder as of the date of this Prospectus, the
percentage of shares of voting stock outstanding held by
each and the number of shares of Common Stock offered
hereby. There can be no assurance that all or any of the
shares offered hereby will be sold.
<TABLE>
<CAPTION>
Number of Percentage of
Shares of Shares of
Common Stock Common Stock
Beneficially Outstanding
Selling Held Prior to Prior to the
Shareholder the Offering Offering
<S> <C> <C>
Robert M. 613,429 *
Bretholtz(1)
Harold N. 414,637 *
Cotton Trust(2)
Ronnie 52,011 *
Bretholtz,
Custodian for
Jared S.
Bretholtz
Joshua B. 52,011 *
Bretholtz
Grantor Trust
Nancy E. 101,615 *
Cotton Trust(3)
Betsy Cotton 101,615 *
Trust(3)
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Jewish 10,000 *
Community
Endowment
Foundation of
Worcester
Fidelity 12,000 *
Investments
Charitable
Gift Fund
Lauren Cotton 101,615 *
Trust(3)
1,458,933 *
</TABLE>
__________
* Represents less than one percent of the outstanding
shares of Common Stock.
(1) Excludes 52,011 shares held by the Joshua B. Bretholtz
Grantor Trust, of which Mr. Bretholtz is the trustee.
Mr. Bretholtz disclaims beneficial ownership of such
shares.
(2) Harold N. Cotton is the beneficiary of this trust, and
he and Phyllis J. Cotton are the trustees of this
trust. Phyllis J. Cotton disclaims beneficial
ownership of such shares.
(3) Harold N. Cotton is the trustee of this trust and
disclaims beneficial ownership of such shares.
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<CAPTION>
Percentage of
Number of Shares
Shares of of Common
Number of Common Stock Stock
Shares of Beneficially Outstanding
Selling Common Stock Held After the After the
Shareholder Offered Offering Offering
Robert M. 300,714 312,715 *
Bretholtz(1)
<S> <C> <C> <C>
Harold N. 202,318 212,319 *
Cotton Trust(2)
Ronnie 26,005 26,006 *
Bretholtz,
Custodian for
Jared S.
Bretholtz
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Joshua B. 26,005 26,006 *
Bretholtz
Grantor Trust
Nancy E. 50,807 50,808 *
Cotton Trust(3)
Betsy Cotton 50,807 50,808 *
Trust(3)
Jewish 10,000 - -
Community
Endowment
Foundation of
Worcester
Fidelity 12,000 - -
Investments
Charitable
Gift Fund
Lauren Cotton 50,807 50,808 *
Trust(3)
729,463 729,470 *
</TABLE>
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* Represents less than one percent of the outstanding
shares of Common Stock.
(1) Excludes 52,011 shares held by the Joshua B. Bretholtz
Grantor Trust, of which Mr. Bretholtz is the trustee.
Mr. Bretholtz disclaims beneficial ownership of such
shares.
(2) Harold N. Cotton is the beneficiary of this trust, and
he and Phyllis J. Cotton are the trustees of this
trust. Phyllis J. Cotton disclaims beneficial
ownership of such shares.
(3) Harold N. Cotton is the trustee of this trust and
disclaims beneficial ownership of such shares.
With the exception of WJF, FICGF and HNC, the Selling
Shareholders acquired the shares of Common Stock offered
hereby on February 28, 1996 from a wholly-owned subsidiary
of the Company, pursuant to an Acquisition Agreement and
Plan of Merger dated as of January 10, 1996 by and among
the Company, MC Merger Corp., Madison Cable Corporation
("Madison Cable"), Madison Cable Limited ("Madison
Limited"), Airport Realty Company ("Airport Realty"),
Jared Associates ("Jared") and the Selling Shareholders
(the "Acquisition Agreement"). Pursuant to the
Acquisition Agreement, the subsidiary of Company acquired
all of the issued and outstanding capital stock of Madison
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Cable and Madison Limited and all of the respective assets
of Airport Realty and Jared. FICGF received its shares as
a charitable gift from RMB who received his shares
pursuant to the Acquisition Agreement. WJF received its
shares as a charitable gift from Harold N. Cotton who
received the shares pursuant to the Acquisition Agreement.
The balance of shares received by Mr. Cotton pursuant to
the Acquisition Agreement were transferred without
consideration to HNC.
In connection with the Acquisition Agreement, the
Company and the Selling Shareholders have entered into a
Registration Rights Agreement pursuant to which the
Company has agreed, among other things, to file up to
three registration statements in connection with public
offerings of shares of Common Stock, including the
offering contemplated by this Prospectus, by the Selling
Shareholders.
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from
this offering.
The shares of Common Stock offered hereby may be sold
from time to time in one or more transactions at a fixed
offering price, which may be changed, or at varying prices
determined at the time of sale or at negotiated prices.
The Selling Shareholders may from time to time offer
shares of Common Stock offered hereby to or through
underwriters, dealers or agents, who may receive
consideration in the form of discounts and commissions;
such compensation, which may be in excess of ordinary
brokerage commissions, may be paid by the Selling
Shareholders and/or the purchasers of the shares of Common
Stock offered hereby for whom such underwriters, dealers
or agents may act. Any such dealers or agents that
participate in the distribution of the shares of Common
Stock offered hereby may be deemed to be "underwriters" as
defined in the Securities Act, and any profit on the sale
of such shares of Common Stock offered hereby by them and
any discounts, commissions or concessions received by any
such dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act. The
aggregate proceeds to the Selling Shareholders from sales
of the Common Stock offered by the Selling Shareholders
hereby will be the purchase price of such Common Stock
less any broker's commissions and underwriter's discounts.
To the extent required by the Securities Act with
respect to underwritten offerings, the specific shares of
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Common Stock to be sold, the names of the Selling
Shareholders, the respective purchase prices and public
offering prices, the names of the underwriter or
underwriters, and any applicable commissions or discounts
with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement or, if appropriate, a
post-effective amendment to the Registration Statement of
which this Prospectus is a part.
The sale of shares of Common Stock by the Selling
Shareholders may also be effected from time to time by
selling shares directly to purchasers or to or through
broker-dealers. In connection with any such sales, any
such broker-dealer may act as agent for the Selling
Shareholders or may purchase from the Selling Shareholders
all or a portion of such shares as principal. Such sales
may be made on the NYSE or any exchange on which the
shares of Common Stock are then traded, in the over-the-
counter market, in negotiated transactions or otherwise at
prices and at terms then prevailing or at prices related
to the then-current market prices or at prices otherwise
negotiated. Shares may also be sold in one or more of the
following transactions: (i) block transactions (which may
involve crosses) in which a broker-dealer may sell all or
a portion of such shares as agent but may position and
resell all or a portion of the block as principal to
facilitate the transaction; (ii) purchases by any such
broker-dealer as principal and resale by such broker-
dealer for its own account pursuant to a Prospectus
Supplement; (iii) a special offering, an exchange
distribution or a secondary distribution in accordance
with applicable NYSE rules; (iv) ordinary brokerage
transactions and transactions in which any such broker-
dealer solicits purchasers; (v) sales "at the market" to
or through a market maker or into an existing trading
market, on an exchange or otherwise, for such shares; and
(vi) sales in other ways not involving market makers or
established trading markets, including direct sales to
institutions or individual purchasers. In effecting
sales, broker-dealers engaged by the Selling Shareholders
may arrange for other broker-dealers to participate.
Broker-dealers will receive commissions or other
compensation from the Selling Shareholders in amounts to
be negotiated immediately prior to the sale that are not
expected to exceed those customary in the types of
transactions involved. Broker-dealers may also receive
compensation from purchasers of the shares which is not
expected to exceed that customary in the types of
transactions involved.
The Company will pay substantially all the expenses
incurred by the Selling Shareholders and the Company
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incident to the offering and sale of the shares of Common
Stock offered hereby to the public, but excluding any
discounts, commissions and fees of underwriters, broker-
dealers or agents or legal fees incurred by the Selling
Shareholders. The Company has agreed to indemnify the
Selling Shareholders against certain liabilities,
including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock being
offered hereby will be passed upon for the Company by
David F. Henschel, Associate General Legal Counsel of the
Company. Mr. Henschel beneficially owns shares of Common
Stock and holds options to purchase additional shares of
Common Stock.
EXPERTS
The consolidated financial statements of the Company
incorporated herein by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995
have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with
respect thereto, and are incorporated herein by reference
in reliance upon the authority of said firm as experts in
giving said report.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Exchange Act and in accordance
therewith files reports, proxy and information statements
and other information with the Commission. Reports, proxy
and information statements and other information filed
with the Commission can be inspected and copied during
normal business hours at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its regional
offices at 7 World Trade Center, 13th Floor, New York, New
York 10048; and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates from the Public Reference
Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy and
information statements, and other information concerning
the Company can also be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005, on which
exchange shares of Common Stock are listed. Shares of
Common Stock are also listed on the following regional
stock exchanges: Boston Stock Exchange, Cincinnati Stock
Exchange, Midwest Stock Exchange, Inc., Pacific Stock
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Exchange, Incorporated and Philadelphia Stock Exchange,
and options with respect to the Common Stock are listed on
the Chicago Stock Exchange, Inc.
This Prospectus constitutes a part of a Registration
Statement filed by Company with the Commission under the
Securities Act. This Prospectus omits certain of the
information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and
to the exhibits relating thereto for further information
with respect to the Company and the Common Stock. Any
statements contained herein concerning the provisions of
any document are not necessarily complete, and, in each
instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. Each such statement
is qualified in its entirety by such reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate (except for the
Securities and Exchange Commission Registration Fee) of
the fees and expenses anticipated to be payable by the
Company, in connection with the registration and
distribution of the Common Stock being registered:
Securities and Exchange Commission Registration Fee $10,832
Legal Fees . . . . . . . . . . . . . . . . . . . . 14,500
Accounting Fees . . . . . . . . . . . . . . . . . . 1,500
Miscellaneous . . . . . . . . . . . . . . . . . . 3,168
Total . . . . . . . . . . . . . . . . . . $30,000
Item 15. Indemnification of Directors and Officers.
The Company, as a Pennsylvania corporation, is subject
to the provisions of the Business Corporation Law of 1988
(the "BCL"), which is Pennsylvania's corporation statute.
Subchapter D of Chapter 17 of the BCL provides for the
authority of Pennsylvania corporations to indemnify
directors, officers, employees or agents of the
corporation, or of another domestic or foreign corporation
for profit or not-for-profit, partnership, joint venture,
trust or other enterprise (including without limitation,
any employee benefit plan) who are serving as such at the
request of the corporation (individually, a
"Representative") against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in
the case of third party actions, but only against expenses
(including attorneys' fees) in the case of derivative
actions. Unless ordered by a court, such indemnification
is to be made only as authorized in the specific case upon
a determination by the board of directors by a majority
vote of a quorum consisting of directors who were not
parties to the action or proceeding, by the shareholders
or, if such quorum of the board is not obtainable or a
majority vote of disinterested directors so directs, by
independent legal counsel, that indemnification of the
Representative is proper in the circumstances.
Indemnification would be proper if the Representative
acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was
unlawful, provided that under no circumstances would
indemnification be proper in the case of willful
II-1 <PAGE>
<PAGE>
misconduct or recklessness.
In the case of a derivative action, indemnification
shall not be made in respect of any claim, issue or matter
as to which a Representative has been adjudged liable to
the corporation unless, and only to the extent that, a
court of competent jurisdiction determines upon
application that, despite the adjudication of liability,
but in view of all the circumstances of the case, a
Representative is fairly and reasonably entitled to
indemnity for the expenses that the court deems proper.
To the extent a Representative has been successful on
the merits or otherwise in the defense of a third party
action or a derivative action, indemnification is
mandatory with respect to expenses (including attorneys'
fees) incurred in such defense. The corporation may
advance defense expenses (including attorneys' fees) upon
receipt of an undertaking by or on behalf of the
Representative to repay such advances if it is ultimately
determined that he is not entitled to be indemnified, and
a corporation may purchase insurance on behalf of any
Representative against any liability asserted against him
and incurred by him in any such capacity, or arising out
of his status as such, regardless of whether or not the
corporation could indemnify him against such liability.
The indemnification and advancement of expenses provided
under the BCL is expressly not exclusive of any other
rights to which a person may be entitled under any bylaw,
agreement, shareholder vote or otherwise.
Under the BCL, limitation of director monetary liability
for breach of fiduciary duty is permitted provided that
such provision is included in a bylaw approved by the
shareholders. The shareholders of the Company, at its
Annual Meeting of Shareholders held on April 13, 1989,
approved such a provision in the Company's Bylaws. This
provision provides that no director shall be personally
liable for monetary damages as a result of any act or
omission, unless he or she has not complied with the
standard of care statutorily mandated for directors and
his or her acts or omissions constitute self-dealing,
willful misconduct or recklessness. The standard of care
is set forth in Section 2.13 of the Bylaws, entitled
"Standard of Care and Justifiable Reliance", and basically
requires the director to perform his or her duties in good
faith, in a manner he or she reasonably believes to be in
the best interests of the Company, and with such care,
including reasonable inquiry, skill and diligence, as a
person of ordinary prudence would use under similar
circumstances. The Bylaw provision does not apply to
liabilities of a director pursuant to any criminal statute
II-2 <PAGE>
<PAGE>
or for payment of taxes pursuant to local, state or
Federal law.
On October 23, 1991 the Board of Directors of the
Company approved an amendment to Article IV of the
Company's Bylaws to provide for indemnification to the
extent permitted under the BCL. Article IV provides that
the Company shall indemnify any director or officer of the
Company, and may indemnify any other employee or agent of
the Company, who is, was or becomes a party, or is
threatened to be made a party, to any threatened, pending
or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal, and any
appeal therein in which any such person is involved (a
"Proceeding") by reason of being a Representative, or
being a director, officer, employee or agent of either a
constituent corporation absorbed in a consolidation or
merger or another business entity at the request of such
constituent corporation, against all expenses (including
attorneys' fees and disbursements), judgments, fines, and
amounts paid in settlement actually and reasonably
incurred by such person in connection with such
proceedings, except that in the case of derivative
actions, i) indemnification is limited to reasonably
incurred expenses; and ii) a person adjudged to be liable
to the Company may not be indemnified unless and only to
the extent a court of competent jurisdiction determines
upon application that the person is fairly and reasonably
entitled to indemnity for the expenses that such court
deems proper. Indemnification under Article IV applies to
third party actions and derivative actions commenced or
continuing after the adoption of the Article, whether
arising from acts or omissions occurring before or after
such adoption. Article IV provides that the rights of
directors and officers thereunder with respect to third
party actions are contractual rights.
Article IV provides that indemnification of an
indemnified party under Article IV shall be made by the
Company only when requested in writing with supporting
documentation and, in accordance with the provisions of
the BCL, a determination is made in each specific case
that indemnification of the Representative is proper under
the circumstances. Such determination is to be made
within 60 days after receipt of the request and shall be
made by a majority vote of disinterested directors (if
they constitute a quorum) or, under certain circumstances,
either by a written opinion of independent legal counsel
or by the shareholders. If independent legal counsel is
to make the determination, then the disinterested
directors or, if the disinterested directors do not
II-3 <PAGE>
<PAGE>
constitute a quorum, a majority of the Board of Directors
shall select counsel to which the indemnified party does
not reasonably object, except that in the event a change
of control as defined in Article IV shall have occurred,
the indemnified party shall select counsel to which the
disinterested directors or, if the disinterested directors
do not constitute a quorum, to which a majority of the
Board of Directors do not reasonably object. Once a
determination is made that the indemnified party is
entitled to indemnification, payment shall be made within
five days thereafter, and such determination shall be
binding on the Company unless either the indemnified party
made a misrepresentation or failed to disclose a material
fact in requesting indemnification and supporting that
request, or such indemnification is prohibited by law.
As permitted by the BCL, Article IV also requires that
the Company advance reasonable expenses to an indemnified
party, upon determination by the Board or its duly
authorized committee, within twenty days after receipt of
a written request for such advance. Such request must
reasonably identify, describe and document the legal
expenses actually and reasonably incurred by the
indemnified party and, if required by law, be accompanied
by an undertaking of the indemnified party to repay the
advance if ultimately it should be determined that the
indemnified party is not entitled to be indemnified
against such expenses. The advance may be made upon such
terms and conditions, if any, as the Board of Directors or
its duly authorized committee deems appropriate. The
financial ability of the indemnified party to make
repayment shall not be a prerequisite to the making of an
advance.
Article IV provides that an indemnified party shall not
be entitled to indemnification or the advancement of
expenses if and to the extent 1) the indemnified party did
not act in good faith and in a manner the indemnified
party reasonably believed to be in, or not opposed to, the
best interests of the Company and, with respect to any
criminal proceeding, had reasonable cause to believe his
or her conduct was unlawful, or 2) the Company enters into
a contract with the indemnified party that establishes
reasonable limitations or conditions on the
indemnification of and advancement of expenses to the
indemnified party and such conditions preclude
indemnification or advancement of expenses under the
circumstances at hand, or 3) payment to the indemnified
party would result in double payment, or 4) a court of
competent jurisdiction determines that such
indemnification or advancement of expenses is unlawful. A
termination of a third party Proceeding, or any claim,
II-4 <PAGE>
<PAGE>
issue or matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, adversely affect the
right of the indemnified party to indemnification or
create a presumption that the indemnified party did not
meet the condition stated in 1) above.
In accordance with the BCL, to the extent that an
indemnified party is successful on the merits or otherwise
in defense of any third party or derivative Proceeding, or
in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in such defense.
Moreover, Article IV provides that an indemnified party
shall be indemnified against any expenses actually and
reasonably incurred in a successful effort to enforce his
or her rights or mandatory indemnification under
applicable law or his or her rights under Article IV if
the indemnified party prevails in any such enforcement
proceeding, or on a prorated basis if it is determined
that the indemnified party is entitled to receive only
part of the indemnification or advancement sought.
Article IV provides that indemnification granted
thereunder is not exclusive of any other rights to which a
person may otherwise be entitled. In addition, Article IV
provides, as permitted by the BCL, that the Company may
purchase and maintain insurance on behalf of the Company,
its subsidiaries and affiliates, and any Representative,
against any liability asserted against such Representative
or incurred by such Representative in any such capacity,
or arising out of said Representative's status as such,
whether or not the Company would have the power to
indemnify such person against that liability under the
provisions of applicable law. The Company may also enter
into contracts with any Representative to provide
contractual rights in furtherance of the provisions of
Article IV, and Article IV provides that the Company may
give other indemnification to the extent not prohibited by
applicable law.
As provided for in Article IV, the Company has entered
into indemnification agreements with each of its directors
and officers and with certain of its employees. These
agreements contain provisions that afford rights with
respect to indemnification and advancement of expenses
that are consistent with the authority given in Article
IV. The Company has also purchased and is maintaining
directors' and officers' liability insurance covering
liabilities to directors or officers of the Company
arising by reason of wrongful acts committed or allegedly
committed by them, whether or not they are indemnified by
II-5 <PAGE>
<PAGE>
the Company. The cost to the Company to maintain such
insurance for the benefit of its directors and officers is
approximately $500,000 per year. The coverage does not
extend to: i) violations of Section 16(b) of the Exchange
Act; ii) dishonest, fraudulent or criminal acts; iii)
claims arising from pollution or contamination events
unless involved in a derivative action under circumstances
where the Company does not have the financial ability to
provide indemnification; iv) claims brought by one
director or officer against another or against the
Company, other than for claims for wrongful termination of
employment; and v) claims arising from bodily injury,
mental or emotional distress, sickness, disease, death or
property damage or by reason of the Employee Retirement
Income Security Act, which types of claims are intended to
be covered under other insurance policies.
Item 16. Exhibits
Exhibit Number Description
3.(i)(a) Restated Articles of Incorporation of the
Company (Incorporated by reference to
Exhibit 3.(i).(B) of the Report on Form 8-K
filed on January 31, 1995).
3.(ii) By-laws of the Company (Incorporated by
reference to Exhibit 3.(ii) of the Annual
Report on Form 10-K for the year ended
December 31, 1994).
4.A Shareholder Rights Plan between the Company
and Manufacturers Hanover Trust Company, as
Rights Agent, adopted by the Company's
Board of Directors and dated October 25,
1989 (Incorporated by reference to Exhibit
4.A of the Annual Report on Form 10-K for
the year ended December 31, 1994).
4.B Amendment to Shareholder Rights Plan
between the Company and Chemical Bank, as
Rights Agent for the Shareholder Rights
Plan, dated September 4, 1992 (Incorporated
by reference to Exhibit 4-b of the Annual
Report on Form 10-K for the year ended
December 31, 1992).
*5. Opinion of David F. Henschel, Associate
General Legal Counsel of the Company,
regarding the legality of the shares of
Common Stock.
II-6 <PAGE>
<PAGE>
*21. List of Subsidiaries.
23. Consents of Experts and Counsel.
(a) The consent of Arthur Andersen
LLP.
(b) The consent of David F.
Henschel is included in his
opinion filed as Exhibit 5.
*24. Power of Attorney was included on page II-6
of the registration statement filed on
March 26, 1996.
*99. Registration Rights Agreement dated as of
February 28, 1996 between the Company and
each of the Selling Shareholders.
_______________________
*Previously filed.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers or controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under
the Securities Act of 1933, the information
omitted from the form of prospectus filed as part
of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1)
II-7 <PAGE>
<PAGE>
or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement
as of the time it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall
be deemed to be a new registration statement
relating to the securities offered therein, and
the offering of such securities at that time shall
be deemed to be the initial bona fide offering
thereof.
(3) For purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-8 <PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for
filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Harrisburg,
Commonwealth of Pennsylvania, on the 29th day of April,
1996.
AMP INCORPORATED
By: /s/ James E. Marley
James E. Marley
Chairman of the Board
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on April 29,
1996.
Signature Capacity
James E. Marley* Chairman of the Board and a
Director
William J. Hudson* Chief Executive Officer and
President and a Director
(Principal Executive Officer)
Robert Ripp* Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
William S. Urkiel, Jr.* Controller
Dexter F. Baker* Director
Director
Ralph D. DeNunzio
II-9 <PAGE>
<PAGE>
Barbara H. Franklin* Director
Joseph M. Hixon* Director
Harold A. McInnes* Director
Jerome J. Meyer* Director
John C. Morley* Director
Walter F. Raab* Director
Paul G. Schloemer* Director
Takeo Shiina* Director
* By: /s/ David F. Henschel
David F. Henschel
Attorney-in-Fact
II-10 <PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered
Page
3.(i)(a) Restated Articles of Incorporation of the
Company (Incorporated by reference to
Exhibit 3.(i).(B) of the Report on Form 8-K
filed on January 31, 1995).
3.(ii) By-laws of the Company (Incorporated by
reference to Exhibit 3.(ii) of the Annual
Report on Form 10-K for the year ended
December 31, 1994).
4.A Shareholder Rights Plan between the Company
and Manufacturers Hanover Trust Company, as
Rights Agent, adopted by the Company's
Board of Directors and dated October 25,
1989 (Incorporated by reference to Exhibit
4.A of the Annual Report on Form 10-K for
the year ended December 31, 1994).
4.B Amendment to Shareholder Rights Plan
between the Company and Chemical Bank, as
Rights Agent for the Shareholder Rights
Plan, dated September 4, 1992 (Incorporated
by reference to Exhibit 4-b of the Annual
Report on Form 10-K for the year ended
December 31, 1992).
*5. Opinion of David F. Henschel, Associate
General Legal Counsel of the Company,
regarding the legality of the shares of
Common Stock.
*21. List of Subsidiaries.
23. Consents of Experts and Counsel.
(a) The consent of Arthur Andersen LLP.
(b) The consent of David F. Henschel is
included in his opinion filed as
Exhibit 5.
*24. Power of Attorney was included on page II-6
of the registration statement filed on
March 26, 1996.
II-11 <PAGE>
<PAGE>
*99. Registration Rights Agreement dated as of
February 28, 1996 between the Company and
each of the Selling Shareholders.
____________________________
*Previously filed.
II-12
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated February 16, 1996 incorporated by reference in AMP
Incorporated's Form 10-K for the year ended December 31, 1995 and
to all references to our Firm included in this Registration
Statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
April 22, 1996
