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As filed with the Securities and Exchange Commission on June 18, 1996
Registration No.333-2045
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE 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)
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<S> Pennsylvania <C> 470 Friendship Road <C> 23-033-2575
Harrisburg, Pennsylvania 17111
(State or other (717) 564-0100
jurisdiction of (Address, including zip code, (I.R.S.
incorporation or and telephone number, including Employer
organization) area code, of registrant's Identification
principal executive offices) No.)
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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:
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<CAPTION>
<S> David W. Schoenberg, Esq. <C> Joseph L. Johnson III, Esq.
Altheimer & Gray Goodwin, Proctor & Hoar
10 South Wacker Drive, Suite 4000 Exchange Place
Chicago, Illinois 60606 Boston, Massachusetts 02109
(312) 715-4000 (617) 570-1000
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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 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: _______________________________ <PAGE>
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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. <PAGE>
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DEREGISTRATION OF SECURITIES
AMP Incorporated (the "Company") hereby deregisters under this
registration statement all unsold shares of Common Stock of the
Company under this registration statement prior to the date of this
post-effective amendment. Such number of unsold shares of Common
Stock of the Company is 115,024. <PAGE>
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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 18th day of June, 1996.
AMP INCORPORATED
By: /s/ David F. Henschel
Corporate Secretary
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 June 18, 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
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 <PAGE>
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Signature Capacity
Takeo Shiina* Director
* By: /s/ David F. Henschel
Attorney-in-Fact <PAGE>
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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.
*99. Registration Rights Agreement dated as of <PAGE>
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February 28, 1996 between the Company and
each of the Selling Shareholders.
_____________________
*Previously filed. <PAGE>
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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
June 18, 1996
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