As filed with the Securities and Exchange Commission on
March 26, 1996
Registration No.33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 jurisdiction
of incorporation or organization)
470 Friendship Road
Harrisburg, Pennsylvania 17111
(717) 564-0100
(Address, including zip code, and telephone number,
including area code, of
registrant's principal executive offices) 23-033-2575
(I.R.S. Employer Identification No.)
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: The later of May 15, 1996 or 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:
<PAGE>
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:
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:
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Amount to be Proposed Proposed
Amount
Class of Registered Maximum Maximum
of
Securities to Offering Aggregate
Registration
be Registered Price Per Offering
Fee
Per Unit(1) Unit (1) Price (1)
<C> <C> <C> <C> <C>
Common Stock,
no par value 729,463 $43.0625 $31,412,500.43
$10,831.90
</TABLE>
(1) Estimated in accordance with Rule 457 of Regulation
C under the Securities Act of 1933, as amended, solely for the
purpose of determining the registration fee. The above
calculation is based on the average of the high and low prices of
the Common Stock reported by the NYSE on March 22, 1996.
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
<PAGE>
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>
SUBJECT TO COMPLETION, DATED MARCH 26,
1996
PROSPECTUS
, 1996
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, 312,714 shares
are being offered by Robert M. Bretholtz ("RMB"),
212,318 shares are being
offered by Harold N. Cotton ("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") and 50,807 shares
are being offered by
the Lauren Cotton Trust (together with RMB, HNC, RB,
JBBGT, NECT and BCT, 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 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
<PAGE>
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 be approximately $30,000.00. 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
March 22, 1996, the last reported sale price of the
Company's Common Stock on
the NYSE Composite Tape was $43.25 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
<PAGE>
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 THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ,
1996
<PAGE>
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
<PAGE>
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 Quarterly Report on Form 10-Q of the Company for
the three month period
ended March 31, 1995;
(3) the Quarterly Report on Form 10-Q of the Company for
the three month period
ended June 30, 1995;
(4) the Quarterly Report on Form 10-Q of the Company for
the three month period
ended September 30, 1995;
(5) 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
(6) 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.
<PAGE>
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.
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.
<PAGE>
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
<PAGE>
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 March 19,
1996, 219,313,134 shares of Common Stock were issued and
outstanding (excluding
13,173,915 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,
<PAGE>
redemption 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
<PAGE>
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
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>
<PAGE>
Selling Number of % of Shares Number of Number
% of
Shareholder Shares of of Common Shares of of Shares
Shares
Common Stock Common of Common
of Common
Stock Outstanding Stock Stock
Stock
Beneficially Prior to Offered
Beneficially Outstanding
Held Prior the Offering Held After
After
to the the
Offering the Offering
Offering
<C> <C> <C> <C> <C>
<C>
Robert M. 625,429 * 312,714 312,715
*
Bretholtz (1)
Harold N.
Cotton(2) 424,637 * 212,318 212,319
*
Ronnie
Bretholtz,
Custodian for
Jared S.
Bretholtz 52,011 * 26,005 26,006
*
Joshua B.
Bretholtz
Grantor Trust 52,011 * 26,005 26,006
*
Nancy E.
Cotton Trust 101,615 * 50,807 50,808
*
Betsy
Cotton Trust 101,615 * 50,807 50,808
*
Lauren
Cotton Trust 101,615 * 50,807 50,808
*
<PAGE>
1,458,933 * 729,463 729,470
*
</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) Excludes 101,615, 101,615 and 101,615 shares held by
the Nancy E. Cotton
Trust, the Betsy Cotton Trust and the Lauren Cotton
Trust, respectively,
of which Mr. Cotton is the trustee of each.
Mr. Cotton disclaims
beneficial ownership of such shares.
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
Cable and Madison Limited and all of the respective assets
of Airport Realty and
Jared.
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
<PAGE>
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 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
<PAGE>
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
<PAGE>
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 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, 1994 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
<PAGE>
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 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.
<PAGE> PART II
<PAGE>
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
<PAGE>
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
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
<PAGE>
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 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
<PAGE>
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
<PAGE>
determination, then the disinterested directors
or, if the disinterested
directors do not 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
<PAGE>
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, 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
<PAGE>
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 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)
<PAGE>
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
<PAGE>
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 is included
on page II-6.
99. Registration Rights Agreement
dated as of February 28,
1996 between the Company
and each of the Selling
Shareholders.
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
<PAGE>
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) 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
<PAGE>
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.
<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 25th day of March, 1996.
AMP INCORPORATED
By: /s/ James E. Marley
James E. Marley
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
individual whose signature
appears below constitutes and appoints James E.
Marley and David F. Henschel,
and each of them, his attorneys-in-fact and agents,
each with the power of
substitution for him or her and in his or her name,
place and stead, in any
and all capacities, to sign any and all amendments
(including post-effective
amendments), to this Registration Statement, and to
file the same, with all
<PAGE>
exhibits thereto, and all documents in
connection therewith with the
Securities and Exchange Commission, and hereby
ratifying and confirming all
that each of said attorneys-in-fact and agents or any
of them, or their or his
substitute or substitutes, may do or cause to be done
by virtue thereof.
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 March 25, 1996.
Signature Capacity
/s/ James E. Marley Chairman of the Board and a Director
James E. Marley
/s/ William J. Hudson Chief Executive Officer and President
William J. Hudson and a Director (Principal Executive
Officer)
/s/ Robert Ripp Vice President and Chief Financial
Robert Ripp Officer (Principal Financial and
Accounting Officer)
/s/ William S. Urkiel, Jr. Controller
William S. Urkiel, Jr.
/s/ Dexter F. Baker Director
Dexter F. Baker
Ralph D. DeNunzio Director
/s/ Barbara H. Franklin Director
Barbara H. Franklin
/s/ Joseph M. Hixon Director
Joseph M. Hixon
/s/ Harold A. McInnes Director
Harold A. McInnes
/s/ Jerome J. Meyer Director
Jerome J. Meyer
/s/ John C. Morley Director
John C. Morley
/s/ Walter F. Raab Director
<PAGE>
Walter F. Raab
/s/ Paul G. Schloemer Director
Paul G. Schloemer
/s/ Takeo Shiina Director
Takeo Shiina
<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
<PAGE>
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 is included
on page II-6.
99. Registration Rights Agreement
dated as of February 28,
1996 between the Company and
each of the Selling
Shareholders.
<PAGE>
REGISTRATION RIGHTS AGREEMENT EXHIBIT 99
This REGISTRATION RIGHTS AGREEMENT ("Agreement")
is made and entered into as of February 28, 1996 by and
between AMP INCORPORATED, a Pennsylvania
corporation ("AMP"), and each party listed under the
heading "Stockholders" on
the signature pages to this Agreement (the
"Stockholders").
R E C I T A L S
<PAGE>
A. Concurrently with the execution and
delivery of this Agreement, (1)
AMP is acquiring all of the issued and outstanding
capital stock of Madison
Cable Corporation, a Massachusetts corporation
("Madison Cable"), and Madison
Cable Limited, a corporation organized under the
laws of the United Kingdom
("Madison Limited") and (2) a subsidiary of AMP
is acquiring all of the
respective assets of Airport Realty Company,
a Massachusetts limited
partnership ("Airport Realty"), and Jared
Associates, a general partnership
("Jared") (Madison Cable, Madison Limited, Airport
Realty and Jared being
sometimes referred to herein individually as a
"Company" and collectively as
the "Companies") pursuant to an Acquisition Agreement
and Plan of Merger dated
as of January 10, 1996 (the "Acquisition
Agreement") by and among AMP, MC
Merger Corp., the Companies and the Stockholders.
B. Pursuant to the terms of the Acquisition
Agreement, the Stockholders
are entitled to receive, in exchange for the capital
stock acquired by AMP and
the assets acquired by AMP's subsidiary, shares of
AMP's common stock (the
"Common Stock").
C. As an inducement for the Stockholders to
enter into the Acquisition
Agreement, and to consummate the transaction
contemplated thereby, AMP has
agreed to provide the Stockholders with the
registration rights with respect
to the Common Stock set forth in this Agreement.
A G R E E M E N T S
NOW, THEREFORE, in consideration of the above
premises and the mutual
covenants and agreements contained herein, and for
other good and valuable
consideration, the receipt and sufficiency of which
are hereby acknowledged,
the parties hereto agree as follows:
ARTICLE I
<PAGE>
DEFINITIONS; DEMAND REGISTRATIONS
1.1 Definitions. In addition to other terms
defined elsewhere in this
Agreement, the following terms shall, for purposes of
this Agreement, have the
meanings provided below:
(a) "Acquisition Shares" means
the aggregate number of the
Registrable Shares (as herein defined)
originally issued to the
Stockholders pursuant to the Acquisition
Agreement, as adjusted to reflect
any stock splits, stock dividends,
recapitalizations, reclassifications or
like actions.
(b) "Act" means the Securities
Act of 1933, as amended.
(c) "Demand Registration"
means a registration of
Registrable Shares made or to be made by AMP in
satisfaction of a Demand
Request (as herein defined).
(d) "Demanding Stockholders",
with respect to any Demand
Registration, means the Demand Requesting
Stockholders (as herein defined)
who have requested that AMP effect such
Demand Registration and the
Remaining Stockholders (as herein defined) who
have requested that AMP
include Registrable Shares held by such
Remaining Stockholders in such
Demand Registration.
(e) "Minimum Demand Number"
means one-fifth (1/5) of the
Acquisition Shares; provided, however, that
if, at the time a Demand
Request (as herein defined) is made by holders of
Registrable Shares, the
total number of Registrable Shares then held by
all holders of Registrable
Shares is less than one-fifth (1/5) of the
Acquisition Shares, the "Minimum
Demand Number" shall be ten percent (10%) of the
Acquisition Shares.
(f) "Person" means a
corporation, association,
<PAGE>
partnership, organization, business, trust,
individual, government or
political subdivision thereof, governmental
agency and any other entity
that may be treated as a person under applicable
law.
(g) "Piggyback Registration"
means a registration of
securities of AMP in which Registrable Shares
have been or are to be
included in satisfaction of a Piggyback Request
(as herein defined).
(h) "Registrable Shares" means
the shares of Common Stock
issued to the Stockholders pursuant to the
Acquisition Agreement, provided
that such shares shall cease to be
Registrable Shares when sold or
otherwise transferred by the Stockholder except
in accordance with Section
8.5 hereof.
(i) "Registration Period" means
the period (i) beginning
on the date hereof and (ii) ending on the earliest
date on which holders of
Registrable Shares are entitled to transfer
Registrable Shares in
accordance with Rule 144 of the Act.
(j) "Registration Statement"
means a registration
statement filed or to be filed by AMP under the
Act.
(k) "SEC" means the United
States Securities and Exchange
Commission.
1.2 Demand Rights. Subject to the limitations
set forth in this Article
I, during the Registration Period, holders of not
less than the Minimum Demand
Number ("Demand Requesting Stockholders") may
deliver a written notice to AMP
(a "Demand Request"), requesting that AMP register
Registrable Shares held by
such Demand Requesting Stockholders. Each Demand
Request shall state the
names of the Demand Requesting Stockholders and,
with respect to each Demand
<PAGE>
Requesting Stockholder, the number of Registrable
Shares that such Demand
Requesting Stockholder seeks to register pursuant to
such Demand Request.
1.3 Notice of Demand.
(a) Within twenty (20) days after
the receipt by AMP of a
Demand Request, AMP shall deliver a written
notice thereof (a "Demand
Request Notice") to each holder of Registrable
Shares that is not a Demand
Requesting Stockholder (the "Remaining
Stockholders"). The Demand Request
Notice shall state that AMP has received a Demand
Request pursuant to this
Agreement and shall offer to include, in any
Registration Statement filed
by AMP in connection with such Demand
Request, all or part of the
Registrable Shares held by the Remaining
Stockholders.
(b) During the ten (10) day
period following delivery of a
Demand Request Notice with respect to any Demand
Request, each Remaining
Stockholder may deliver a written notice
to AMP (an "Additional
Registration Request") requesting that AMP
include, in any Registration
Statement filed by AMP in connection with such
Demand Request, Registrable
Shares held by such Remaining Stockholder. An
Additional Registration
Request delivered by a Remaining Stockholder
shall state the number of
Registrable Shares that such Remaining
Stockholder seeks to register
pursuant to such Additional Registration Request.
(c) Subject to the limitations set forth
in this Article I, AMP
shall include in any Demand Registration (i) all
Registrable Shares that
the Demand Requesting Stockholders have requested
that AMP register in such
Demand Registration, as set forth in the
applicable Demand Request, and
(ii) all Registrable Shares that the Remaining
Stockholders have requested
that AMP register in such Demand
Registration, as set forth in the
<PAGE>
applicable Additional Registration Request (the
aggregate number of such
Registrable Shares being referred to herein
as the "Demand Request
Number").
1.4 Limitations on Demand Rights.
(a) The holders of Registrable
Shares (as a group) shall
be entitled to a maximum of three (3) Demand
Registrations, provided that
AMP shall not be required to take any action
to effect any Demand
Registration (i) within the six (6) month period
following the effective
date of a previous Demand Registration
(including the Mandatory
Registration or any Third Party Registration
(each, as herein defined) that
is counted as a Demand Registration for purposes
of this Agreement), (ii)
if the Demand Request Number is less than the
Minimum Demand Number, (iii)
if a Demand Request is made after the expiration
of the Registration Period
or (iv) if a Demand Request with respect to
such Demand Registration is
made during the period commencing on the date
of delivery of any Third
Party Demand Notice (as herein defined) and ending
on the expiration of the
ninety (90) day period commencing upon the
effective date of any
Registration Statement filed by AMP as
contemplated by any such Third Party
Demand Notice or the earlier withdrawal or
abandonment of such
registration. Notwithstanding clause (i)
above, if the Mandatory
Registration is effected by AMP as contemplated
by Article IV hereof, AMP
shall (if otherwise required by the terms
of this Agreement) take
appropriate action to effect any subsequent Demand
Registration on or after
October 15, 1996 (including, without limitation,
the preparation and filing of, and the exercise of efforts
necessary to bring effective, the
Registration Statement therefor within the time
periods contemplated by
clauses (x) and (y) of Section 5.1(b) hereof).
<PAGE>
(b) AMP shall be entitled to
postpone for a reasonable
period of time (not to exceed ninety (90) days)
the filing or effectiveness
of any Registration Statement filed or to be
filed in connection with a
Demand Registration, if at the time AMP receives
the Demand Request with
respect to such Demand Registration (i) AMP is
conducting or is about to
conduct a public offering of Common Stock or
other securities of AMP and
AMP is advised in writing by its investment banker
that such offering would
be adversely affected by such Demand
Registration or (ii) the Board of
Directors of AMP shall determine in good
faith that the offering of
Registrable Shares pursuant to such Demand
Registration will interfere with
any financing, merger, sale of assets,
recapitalization or other material
transaction involving AMP or any of its
subsidiaries, which, in each case,
is either pending or under active and continuing
negotiation.
(c) AMP shall not be deemed to have
effected a Demand Registration
unless and until the Registration Statement
filed with the SEC in
connection with such Demand Registration has been
declared effective under
the Act and has remained in effect until the
earlier of (i) the completion
of the distribution of all Registrable Shares
registered thereby or (ii)
the expiration of the thirty (30) day period
commencing upon the effective
date of such Registration Statement.
(d) AMP shall abandon any Demand
Registration prior to the
effectiveness of such Demand Registration (i) if
a majority in interest of
the Demanding Stockholders registering
Registrable Shares pursuant to such
Demand Registration request in writing that
AMP abandon such Demand
Registration or (ii) if, after giving effect to
any withdrawals by the
Demanding Stockholders of Registrable Shares
requested to be included in
<PAGE>
such Demand Registration pursuant to the
Demand Request Notice and
Additional Registration Requests delivered
pursuant to Section 1.3(b)
hereof in connection with such Demand Registration
(other than a withdrawal
mandated by application of Section 1.6 hereof),
the aggregate number of
Registrable Shares to be included in such Demand
Registration would be less
than the Minimum Demand Number. Any Demand
Registration abandoned by AMP
pursuant to this Section 1.4(d) shall be counted
as a Demand Registration
for purposes of this Agreement notwithstanding
such abandonment.
1.5 Manner of Offering. All offerings of
Registrable Shares pursuant to
a Demand Registration shall be on a current basis
and not on a delayed or
continuous basis and made, at the option of a
majority in interest of the
Demand Requesting Stockholders who have requested
that AMP effect such Demand
Registration, pursuant to either (a) a
"firm-commitment" underwritten offering
through a nationally recognized underwriter or
underwriters selected by the
Demand Requesting Stockholders and reasonably
satisfactory to AMP or (b) a
non-underwritten offering pursuant to a
prescribed plan of distribution
reasonably satisfactory to AMP and such Demand
Requesting Stockholders.
1.6 Priorities.
(a) In the event that the
managing underwriter or
underwriters of a Demand Registration shall
determine that the amount of
securities of AMP (including Registrable Shares)
to be included in such
Demand Registration exceeds the maximum amount of
securities (the "Maximum
Demand Amount") that could be included in
such registration without
materially and adversely affecting the market
for AMP's securities, AMP
shall include in such Demand Registration the
Maximum Demand Amount of such
securities in accordance with the following order
of priority:
<PAGE>
(i) first, the Registrable
Shares requested to be
registered by the Demanding Stockholders,
pro rata, to the extent of
the Maximum Demand Amount; and
(ii) second, to the
extent that the number of
Registrable Shares requested to be
registered by the Demanding
Stockholders does not exceed the Maximum
Demand Amount, the remaining
securities requested to be registered by
the holders thereof to be
allocated in such manner as AMP may
determine.
(b) A registration of
Registrable Shares made or to be
made by AMP in satisfaction of a Demand Request
shall not be counted as a
Demand Registration for purposes of this
Agreement, if, as a result of the
application of Section 1.6(a) hereof, the number
of Registrable Shares to
be included in such Demand Registration results in
less than one half (1/2)
of the Registrable Shares available for
registration being included in such
Demand Registration and the Demanding Stockholders
elect to withdraw all of
their Registrable Shares from the Registration
Statement filed with respect
to such Demand Registration.
ARTICLE II
PIGGYBACK REGISTRATIONS
2.1 Piggyback Rights. If, at any time during
the Registration Period,
AMP proposes to register under the Act shares of
Common Stock pursuant to a
Registration Statement on Form S-1, Form S-2 or
Form S-3 (or an equivalent
general registration form then in effect), whether
for its own account or the
account of other holders of Common Stock, AMP shall
deliver a written notice
thereof (a "Piggyback Notice") to each holder of
Registrable Shares not less
<PAGE>
than thirty (30) days prior to the date when such
Registration Statement is to
be filed with the SEC. During the fifteen (15) day
period following delivery
of a Piggyback Notice, each holder of Registrable
Shares may deliver a written
notice to AMP (a "Piggyback Request") requesting
that AMP include in such
Registration Statement Registrable Shares held by
such holder and stating the
number of Registrable Shares that such holder
requests that AMP include in
such Registration Statement. Subject to the
limitations set forth in this
Article II, AMP shall include in any Piggyback
Registration all Registrable
Shares that the holders of Registrable Shares have
requested that AMP register
as set forth in Piggyback Requests delivered by
such holders in connection
with such Piggyback Registration.
2.2 Limitations on Piggyback Rights.
(a) No holder of Registrable
Shares shall have the right
to make a Piggyback Request with respect to any
Registration Statement to
be filed by AMP if such Registration Statement
relates solely to Common
Stock or other securities of AMP which are to be
issued in an offering (i)
solely to officers or employees of AMP or
subsidiaries of AMP pursuant to a
bona fide employee stock option, bonus or other
employee benefit plan or
(ii) as consideration for the bona fide
acquisition (whether by merger,
consolidation or otherwise) by AMP or a
subsidiary of AMP of the capital
stock or assets of any Person.
(b) AMP shall not be required
to take any action to
register Registrable Shares pursuant to any
Piggyback Request, unless such
Piggyback Request has been delivered to AMP in
accordance with Section 2.1
hereof prior to the expiration of the Registration
Period.
(c) In the event that shares
of Common Stock in the
Piggyback Registration are to be the subject of
an underwritten offering,
<PAGE>
and if requested by the underwriters participating
therein, the Registrable
Shares shall be included in the underwritten
offering on the same terms and
conditions as the other shares of Common Stock.
(d) AMP shall have no
obligation to continue the
effectiveness of a Registration Statement in a
Piggyback Registration at
any time when such Registration Statement is not
being kept effective for
the distribution of other securities of AMP.
2.3 Priorities. In the event that the
managing underwriter or
underwriters of a Piggyback Registration (or AMP, in
the case of a Piggyback
Registration that is not being underwritten) shall
determine that the amount
of securities of AMP (including Registrable Shares)
to be included in such
Piggyback Registration exceeds the maximum amount of
securities (the "Maximum
Piggyback Amount") that could be included in
such registration without
adversely affecting the price at which such
securities could be sold or
otherwise adversely affecting the market for
AMP's securities, AMP shall
include in such Piggyback Registration the Maximum
Piggyback Amount of such
securities (including Registrable Shares) in
accordance with the following
order of priority:
(a) first, if such offering
is made pursuant to the
exercise of demand registration rights by
Third Party Demanding
Stockholders (as herein defined), the securities
requested to be included
in such offering by the Persons exercising such
demand registration rights;
(b) second, the securities AMP
proposes to sell for its
own account; and
(c) third, provided that the
aggregate number of
securities to be included in such registration
pursuant to clauses (a) and
<PAGE>
(b) of this Section 2.3 is less than the
Maximum Piggyback Amount, the
remaining securities (including Registrable
Shares) requested to be
registered by the holders thereof, on a pro rata
basis among the holders of
such Registrable Shares and the holders of such
other securities according
to the number of Registrable Shares or other
securities requested to be
included by such holders.
2.4 Delay and Withdrawal of Piggyback
Registrations. Notwithstanding
anything in this Article II to the contrary, AMP
may, in its sole discretion,
delay the effectiveness of or abandon any
Piggyback Registration including,
subject to the rights of the Third Party Demanding
Stockholders, any Third
Party Registration that is treated as a Piggyback
Registration for purposes of
this Agreement.
ARTICLE III
THIRD PARTY REGISTRATIONS
3.1 Third Party Demand Rights. AMP shall
deliver a written notice to
each holder of Registrable Shares (a "Third Party
Demand Notice") not less
than thirty (30) days prior to filing any
Registration Statement pursuant to
demand registration rights granted by AMP to
holders of Common Stock ("Third
Party Demanding Stockholders") other than pursuant
to this Agreement ("Third
Party Demand Rights"). During the fifteen (15) day
period following delivery
of a Third Party Demand Notice, each holder of
Registrable Shares may deliver
a written notice to AMP (a "Third Party Registration
Request") requesting that
AMP include in such Registration Statement
Registrable Shares held by such
holder and stating the number of Registrable Shares
that such holder requests
that AMP include in such Registration Statement.
Subject to the limitations
set forth in this Article III, AMP shall include in
any registration of shares
<PAGE>
of Common Stock made pursuant to Third Party Demand
Rights (a "Third Party
Registration") all Registrable Shares that the
holders of Registrable Shares
have requested that AMP register as set forth in
Third Party Registration
Requests delivered by such holders (the "Third Party
Requesting Stockholders")
in connection with such Third Party
Registration. Except as otherwise
provided in this Article III, a Third Party
Registration in which Registrable
Shares are included pursuant to this Article III
shall be counted as a Demand
Registration for purposes of this Agreement.
3.2 Numerical Thresholds.
(a) If the number of
Registrable Shares requested to be
included by Third Party Requesting Stockholders
pursuant to Section 3.1
hereof in any Third Party Registration is less
than the Minimum Demand
Number, AMP shall deliver prompt written notice
thereof to each of the
Third Party Requesting Stockholders and such Third
Party Registration shall
be treated as a Piggyback Registration as to
which the provisions of
Article II of this Agreement shall apply. Each
Third Party Requesting
Stockholder shall have the right to withdraw
from any Third Party
Registration that is treated as a Piggyback
Registration by operation of
this Section 3.2(a) and each Third Party
Requesting Stockholder that so
withdraws by written notice delivered to AMP
within the ten (10) day period
following the notice referred to in the
preceding sentence shall have no
liability or obligation with respect to such
Piggyback Registration.
(b) Subject to the remaining
provisions of this Article
III, if the number of Registrable Shares
included in any Third Party
Registration by Third Party Requesting
Stockholders pursuant to Section 3.1
hereof equals or exceeds the Minimum Demand
Number, such Third Party
<PAGE>
Registration shall be counted as a Demand
Registration for purposes of this
Agreement.
3.3 Limitations on Third Party Registration
Rights.
(a) The registration rights
provided to holders of
Registrable Shares in this Article III shall
terminate at such time as
there are less than the Minimum Demand Number of
Registrable Shares.
(b) AMP shall not be required
to take any action to
register Registrable Shares pursuant to any
Third Party Registration
Request, unless such Third Party Registration
Request has been delivered to
AMP in accordance with Section 3.1 hereof prior
to the expiration of the
Registration Period.
(c) Subject to the rights of
the Third Party Demanding
Stockholders, AMP may postpone for a reasonable
period of time (not to
exceed ninety (90) days) the filing or
effectiveness of any Registration
Statement filed or to be filed in
connection with any Third Party
Registration, if at the time AMP receives the
demand request with respect
to such Third Party Registration (i) AMP is
conducting or is about to
conduct a public offering of Common Stock or
other securities of AMP and
AMP is advised by its investment banker that
such offering would be
adversely affected by such Third Party
Registration or (ii) the Board of
Directors of AMP shall determine in good faith
that such Third Party
Registration will interfere with any financing,
merger, sale of assets,
recapitalization or other material transaction
involving AMP or any of its
subsidiaries, which, in each case, is either
pending or under active and
continuing negotiation. If any Third Party
Registration in which
Registrable Shares are included is postponed
pursuant to this Section
<PAGE>
3.3(c), such Third Party Registration, as between
AMP and the Third Party
Requesting Stockholders, shall be deemed
withdrawn, unless a majority in
interest of Third Party Requesting Stockholders
holding not less than the
Minimum Demand Number of Registrable Shares to
be included in such Third
Party Registration elect in writing not to
withdraw such Third Party
Registration and the Registration Period shall be
extended by the number of
days of such postponement if such Third Party
Registration constitutes a
Demand Registration. A Third Party Registration
that is deemed to have
been withdrawn by operation of this Section
3.3(c) shall not count as a
Demand Registration for purposes of this
Agreement.
(d) Subject to the rights of the
Third Party Demanding
Stockholders, AMP shall abandon any Third Party
Registration, which would
otherwise be counted as a Demand Registration
for purposes of this
Agreement, if after giving effect to any
withdrawals by the Third Party
Requesting Stockholders of Registrable Shares
requested to be included in
such Third Party Registration pursuant to Third
Party Registration Requests
delivered pursuant to Section 3.1 hereof in
connection with such Third
Party Registration (other than a withdrawal
pursuant to Section 3.3(c)
hereof or any withdrawal mandated by application
of Section 3.4 hereof),
the aggregate number of shares of Common Stock
(including Registrable
Shares) to be included in such Third Party
Registration would be less than
the Minimum Demand Number. A Third Party
Registration abandoned by AMP
pursuant to this Section 3.3(d) shall not
be counted as a Demand
Registration for purposes of this Agreement.
(e) AMP shall not be deemed to
have effected a Third Party
Registration to be counted as a Demand
Registration for purposes of this
Agreement unless and until the Registration
Statement filed with the SEC in
<PAGE>
connection with such Third Party Registration has
been declared effective
under the Act and has remained in effect until
the earlier of (i) the
completion of the distribution of all Registrable
Shares registered thereby
or (ii) the expiration of the thirty (30) day
period commencing upon the
effective date of such Registration Statement.
(f) In the event that shares of
Common Stock in any Third
Party Registration which is counted as a Demand
Registration for purposes
of this Agreement are to be the subject of an
underwritten offering, if
requested by the underwriters participating
therein, the Registrable Shares
shall be included in the underwritten offering
on the same terms and
conditions as the other shares of Common Stock.
3.4 Priorities. In the event that the
managing underwriter or
underwriters of a Third Party Registration (or AMP,
in the case of a Third
Party Registration that is not being underwritten)
shall determine that the
amount of securities of AMP (including Registrable
Shares) to be included in
such Third Party Registration exceeds the maximum
amount of such securities
(the "Maximum Third Party Demand Amount") that
could be included in such
registration without adversely affecting the market
for AMP's securities, AMP
shall include in such Third Party Registration the
Maximum Third Party Demand
Amount of such securities in accordance with the
following order of priority:
(a) first, the shares of
Common Stock requested to be
registered by the Third Party Demanding
Stockholders as a group, to the
extent of the Maximum Third Party Demand Amount;
(b) second, to the extent that
the aggregate number of
shares of Common Stock requested to be registered
by Third Party Demanding
Stockholders does not exceed the Maximum Third
Party Demand Amount, the
<PAGE>
Registrable Shares requested to be registered by
the Third Party Requesting
Stockholders as a group; and
(c) third, to the extent that
the aggregate number of
shares of Common Stock requested to be
registered by the Third Party
Demanding Stockholders and Registrable Shares
requested to be registered by
the Third Party Requesting Stockholders does not
exceed the Maximum Third
Party Demand Amount, the remaining securities
requested to be registered by
the holders thereof, to be allocated in such
manner as AMP may determine.
ARTICLE IV
MANDATORY REGISTRATION
4.1 Mandatory Registration. Subject to the
limitations set forth in this
Article IV, AMP shall (a) on or prior to March 15,
1996, file a Registration
Statement with the SEC which includes (as part of
such registration) up to
fifty percent (50%) of the Acquisition Shares (the
"Mandatory Registration")
and (b) consistent with clause (iii) of Section
5.1(b) hereof, use its
reasonable best efforts to cause the Mandatory
Registration to become
effective on or prior to May 15, 1996. Except as
otherwise provided in this
Article IV, the Mandatory Registration shall
be counted as a Demand
Registration for purposes of this Agreement.
4.2 Limitations on the Mandatory Registration.
(a) AMP shall not be required
to take any action with
respect to the Mandatory Registration, unless
AMP shall, on or prior to
March 1, 1996, receive from the holders of
Registrable Shares a written
notice (i) stating the respective number of
Registrable Shares of such
holders that AMP include in the Mandatory
Registration and (ii) requesting
that AMP include, in the aggregate, not less than
the Minimum Demand Number
in the Mandatory Registration.
<PAGE>
(b) AMP shall not be deemed to
have effected the Mandatory
Registration contemplated hereby unless and
until the Registration
Statement filed with the SEC in connection
therewith has been declared
effective under the Act and has remained in effect
until the earlier of (i)
the completion of the distribution of all
Registrable Shares registered
thereby or (ii) June 13, 1996.
4.3 Manner of Offering. The offering of
Registrable Shares pursuant to
the Mandatory Registration shall be on a current
basis and not on a delayed or
continuous basis and made, at the option of a
majority in interest of the
holders of Registrable Shares to be included in
the Mandatory Registration,
pursuant to either (a) a "firm-commitment"
underwritten offering through a
nationally recognized underwriter or underwriters
selected by such holders and
reasonably satisfactory to AMP or (b) a
non-underwritten offering pursuant to
a prescribed plan of distribution reasonably
satisfactory to AMP and such
holders.
4.4 Priorities. In the event that the
managing underwriter or
underwriters of the Mandatory Registration shall
determine that the amount of
securities of AMP (including Registrable Shares)
to be included in the
Mandatory Registration exceeds the maximum amount
of such securities (the
"Maximum Mandatory Amount") that could be
included in such registration
without materially and adversely affecting the
market for AMP's securities,
AMP shall include in the Mandatory Registration the
Maximum Mandatory Amount
of such securities in accordance with the following
order of priority:
(a) first, the Registrable
Shares requested to be
registered by the holders of such Registrable
Shares, pro rata, to the
extent of the Maximum Mandatory Amount; and
<PAGE>
(b) second, to the extent that
the number of Registrable
Shares requested to be registered by the holders
thereof does not exceed
the Maximum Mandatory Amount, the remaining
securities requested to be
registered by the holders thereof, to be
allocated in such manner as AMP
may determine.
ARTICLE V
REGISTRATION PROCEDURES
5.1 Registration Procedures.
(a) Whenever holders of Registrable
Shares shall request the
registration of any Registrable Shares
pursuant to the Mandatory
Registration or any Demand Registration,
Piggyback Registration or Third
Party Registration, AMP will use its reasonable
best efforts (subject to
Section 2.4 hereof, in the case of any Piggyback
Registration, including a
Third Party Registration treated as a Piggyback
Registration for purposes
of this Agreement) to effect the registration of
such Registrable Shares in
accordance with the intended method of
disposition thereof within a
reasonable period of time.
(b) In connection with any
Demand Registration (including
the Mandatory Registration or any Third Party
Registration that is counted
as a Demand Registration for purposes of this
Agreement), AMP (i) will
prepare and file with the SEC a Registration
Statement with respect to the
Registrable Shares to be included in such Demand
Registration on any form
for which AMP then qualifies and which
counsel to AMP shall deem
appropriate for the sale of such Registrable
Shares in accordance with the
intended method of distribution thereof, (ii)
may incorporate disclosures
by reference from periodic and other reports to
the extent permitted by
<PAGE>
applicable rules and regulations and (iii) shall
use its reasonable best
efforts to cause such Registration Statement to
become effective (it being
understood that whenever holders of Registrable
Shares shall request the
registration of any Registrable Shares pursuant to
any Demand Registration,
AMP shall use its reasonable best efforts
(subject to the limitations set
forth in Article I hereof) to (x) file such
Demand Registration with the
SEC within forty-five (45) days after AMP's
receipt of the applicable
Demand Request and (y) cause such Demand
Registration to become effective within ninety
(90) days after AMP's receipt of the applicable Demand
Request).
(c) Not later than five (5)
days prior to filing any
Registration Statement or prospectus or any
amendments or supplements
thereto (including any documents incorporated
by reference in any
Registration Statement after the initial
filing of such Registration
Statement) in which Registrable Shares are
included pursuant to this
Agreement, AMP will furnish to counsel for any
managing underwriter of any
underwritten public offering of Registrable
Shares and, whether or not the
Registration Statement relates to an
underwritten public offering, to
counsel engaged by the holders of a majority in
interest of the Registrable
Shares included in such Registration
Statement, copies of all such
documents proposed to be filed with the SEC,
which documents shall be
subject to the reasonable review of such
counsels, and, if requested by
such counsels, the insertion of material,
which in their judgment is
required to be included therein (subject,
however, to the reasonable
approval of counsel to AMP). Notwithstanding the
foregoing, in the case of
periodic and other reports of AMP which are
incorporated by reference into
any Registration Statement in which
Registrable Shares are included
pursuant to this Agreement after the effective
date of such Registration
<PAGE>
Statement, AMP shall only be required to furnish
such periodic and other
reports to counsel engaged by the holders of a
majority in interest of the
Registrable Shares included in such
Registration Statement, if any,
concurrently with the filing of such periodic and
other reports.
(d) AMP will notify each holder
of the Registrable Shares
included in any Registration Statement pursuant
to this Agreement of any
stop order issued or, to the knowledge of AMP,
threatened by the SEC in
connection with such Registration Statement and
will take all reasonable
actions required to prevent the entry of such stop
order or to remove it if
entered.
(e) AMP shall prepare and
file with the SEC such
amendments and post-effective amendments to any
Registration Statement
filed pursuant to a Demand Registration (or
pursuant to the Mandatory
Registration or a Third Party Registration that
is counted as a Demand
Registration for purposes of this
Agreement), and amendments and
supplements to the prospectus issued in
connection therewith, as may be
necessary to keep such Registration Statement
effective for the period set
forth in Section 1.4(c) hereof, in the case of a
Demand Registration, the
period set forth in Section 3.3(e) hereof, in
the case of a Third Party
Registration, or the period set forth in Section
4.2(d) hereof, in the case
of the Mandatory Registration.
(f) AMP shall furnish to the
counsel engaged by the
holders of a majority in interest of the
Registrable Shares included in any
Registration Statement pursuant to this
Agreement and the underwriter or
underwriters and each holder of Registrable
Shares included in such
Registration Statement such number of copies of
the Registration Statement,
<PAGE>
including exhibits, and each post-effective
amendment thereto, and the
prospectus (including each preliminary
prospectus) and any amendments or
supplements thereto, and any documents
incorporated by reference in such
Registration Statement, as such counsel,
underwriter or holder of
Registrable Shares may reasonably request in
order to facilitate the
disposition of the Registrable Shares being
sold and to satisfy the
prospectus delivery requirements of the Act.
(g) AMP shall promptly notify
each holder of Registrable
Shares that are included in any Registration
Statement pursuant to this
Agreement, at any time when a prospectus
relating to such Registrable
Shares is required to be delivered under the
Act, of the happening of any
event which causes such prospectus as then in
effect to contain an untrue
statement of a material fact or to omit to state
a material fact required
to be stated therein or necessary to make the
statements therein not
misleading, and, if necessary in the reasonable
judgment of counsel for
AMP, AMP will promptly prepare a supplement or
amendment to such prospectus
so that as thereafter delivered to the
purchasers of such Registrable
Shares, such prospectus will not contain any
untrue statement of a material
fact or omit to state a material fact necessary
to make the statements
therein not misleading.
(h) Each holder of Registrable
Shares, upon receipt of any
notice of the happening of any event of the
kind described in Section
5.1(g) hereof, will immediately discontinue
disposition of the Registrable
Shares until such holder's receipt of the
copies of the supplemented or
amended prospectus contemplated by Section
5.1(g) hereof or until such
holder is advised in writing by AMP that the use
of the prospectus may be
resumed, and, if so directed by AMP, such holder
will, or will request the
<PAGE>
managing underwriter or underwriters (if any)
to, deliver to AMP all
copies, other than permanent file copies then in
such holder's possession,
of the prospectus covering such Registrable
Shares current at the time of
receipt of such notice.
(i) If requested by the
managing underwriter or
underwriters of any registration or by any holder
of the Registrable Shares
included in any Registration Statement, AMP
shall, subject to the approval
of counsel to AMP in its reasonable judgment,
promptly incorporate in a
prospectus supplement or post-effective
amendment such information
concerning underwriters and the plan of
distribution for the Registrable
Shares as such managing underwriter or
underwriters or such holder
reasonably shall furnish to AMP in writing and
request to be included
therein, including, without limitation, with
respect to the number of
Registrable Shares being sold by such holder
to such underwriter or
underwriters, the purchase price being paid
therefor by such underwriter or
underwriters and with respect to any other
terms of the underwritten
offering of the Registrable Shares to be sold in
such offering; and make
all required filings of such prospectus
supplement or post-effective
amendment as soon as possible after being
notified of the matters to be
incorporated in such prospectus supplement or
post-effective amendment.
(j) AMP shall use its reasonable
best efforts to register
or qualify the Registrable Shares covered by
any Registration Statement
pursuant to this Agreement for offer and sale
under the securities or blue
sky laws of each state and other jurisdiction of
the United States as any
holder of such Registrable Shares or underwriter
reasonably requests in
writing, and to do any and all other acts or
things necessary or advisable
<PAGE>
to enable the disposition in all such
jurisdictions of the Registrable
Shares covered by such Registration Statement,
provided that AMP will not
be required to qualify generally to do
business (or subject itself to
taxation) in any jurisdiction where it is not
then so qualified (or
subject) or to take any action which would subject
it to general service of
process in any such jurisdiction where it is not
then so subject.
(k) AMP shall reasonably
cooperate with the holders of the
Registrable Shares covered by any Registration
Statement pursuant to this
Agreement and the managing underwriter or
underwriters, if any, to
facilitate the timely preparation and delivery of
certificates representing
Registrable Shares to be sold under such
Registration Statement, in such
denominations and registered in such names as the
managing underwriter or
underwriters, if any, or such holders may request.
(l) Prior to effectiveness of
any Registration Statement
filed pursuant to the Mandatory Registration
or a Demand Registration,
Piggyback Registration or Third Party
Registration, AMP and the holders of
Registrable Shares covered thereby shall
enter into such customary
agreements (including, if such Registration
Statement relates to an
underwritten offering, an underwriting agreement
as provided in Section
5.1(o) hereof) and take all such other
customary actions (including,
without limitation, delivery of customary legal
opinions and officers'
certificates) as the holders of the Registrable
Shares being sold or the
underwriters participating in an underwritten
public offering, if any,
reasonably request in order to expedite or
facilitate the disposition of
such Registrable Shares.
(m) For a reasonable period
prior to the filing of any
<PAGE>
Registration Statement covering Registrable
Shares pursuant to this
Agreement, AMP shall give the holders of such
Registrable Shares, their
underwriters, if any, and their respective
counsel and accountants, such
access to the books and records of AMP and such
opportunities to discuss
the business of AMP with its officers and
the independent public
accountants who have certified AMP's financial
statements as shall be
necessary, in the opinion of such counsel or
underwriters, to conduct a
reasonable investigation within the meaning of
the Act; provided, however,
that each such party shall be required to maintain
in confidence and not to
disclose to any other Person (other than such
party's counsel, accountants
and financial advisors) any information or records
reasonably designated by
AMP as being confidential, until such time as (i)
such information becomes
a matter of public record (whether by virtue
of its inclusion in such
Registration Statement or otherwise), (ii) such
party shall be required so
to disclose such information pursuant to the
subpoena or order of any court
or other governmental agency or body having
jurisdiction over the matter or
pursuant to any other requirement of law or
(iii) such information is
required to be set forth in such Registration
Statement or the prospectus
included therein or in an amendment to such
Registration Statement or an
amendment or supplement to such prospectus in
order that such Registration
Statement, prospectus, amendment or supplement,
as the case may be, does
not include an untrue statement of a material fact
or omit to state therein
a material fact required to be stated therein
or necessary to make the
statements therein not misleading.
(n) AMP may require each holder
of Registrable Shares as
to which any registration is being effected
pursuant to this Agreement to
<PAGE>
furnish to AMP such information regarding such
holder and such holder's
intended method of distribution of such
Registrable Shares as AMP may from
time to time reasonably request in writing. Each
such holder agrees (i) to
notify AMP as promptly as practicable of any
inaccuracy or change in
information previously furnished by such holder to
AMP or of the occurrence
of any event, in either case, as a result of
which any prospectus relating
to such registration contains or would contain
an untrue statement of a
material fact regarding such holder or such
holder's intended method of
distribution of such Registrable Shares or omits
or would omit to state any
material fact regarding such holder or such
holder's intended method of
distribution of such Registrable Shares required
to be stated therein or
necessary to make the statements therein not
misleading in light of the
circumstances then existing, and (ii) promptly
to furnish to AMP any
additional information required to correct
and update any previously
furnished information or required so that
such prospectus shall not
contain, with respect to such holder or
the distribution of such
Registrable Shares, an untrue statement of a
material fact or omit to state
a material fact required to be stated therein
or necessary to make the
statements therein not misleading in light of
the circumstances then
existing.
(o) Each holder of Registrable
Shares participating in any
underwritten offering agrees to (i) sell its
Registrable Shares on the
basis provided in any underwriting arrangements
(A) reasonably approved by
AMP in its sole discretion, in the case of the
Mandatory Registration or a
Piggyback Registration or a Demand Registration,
or (B) reasonably approved
by the Third Party Demanding Stockholders and a
majority in interest of
such holders and reasonably satisfactory to AMP,
in the case of a Third
<PAGE>
Party Demand Registration, and (ii) in the
case of the Mandatory
Registration or a Piggyback Registration,
Demand Registration or Third
Party Registration, to complete and execute all
questionnaires, powers of
attorney, indemnities, underwriting
agreements and other documents
consistent with the terms of this Agreement and
reasonably required under
the terms of such underwriting arrangements.
5.2 Restrictions on Public Sale. If and to
the extent requested in
writing by the managing underwriter or
underwriters for any Demand
Registration, including the Mandatory
Registration or any Third Party
Registration that is counted as a Demand
Registration for purposes of this
Agreement (or AMP, in the case of any such Demand
Registration that is not
being underwritten), each holder of Registrable
Shares agrees not to sell or
offer to sell any Registrable Shares during the
seven (7) days prior to, and
during one hundred eighty (180) day period beginning
on, the effective date of
such Demand Registration (except as part of such
registration).
5.3 Rule 144. AMP covenants that it will use its
reasonable best efforts
to file any reports required to be filed by it
under the Act and the
Securities Exchange Act of 1934, as amended (or, if
the Registration Period
has expired and AMP is not required to file such
reports, it will, upon the
request of any Stockholder, make publicly available
other information so long
as necessary to permit sales under Rule 144 under
the Act), and it will take
such further action as any Stockholder may
reasonably request, all to the
extent required from time to time to enable
such Stockholder to sell
Registrable Shares without registration under the Act
within the limitation of
the exemptions provided by (a) Rule 144 under the
Act, as such rules may be
amended from time to time, or (b) any similar rule
or regulation hereafter
adopted by the Commission. Upon the request of
any Stockholder, AMP will
<PAGE>
deliver to such Stockholder a written statement as to
whether it has complied
with such requirements.
ARTICLE VI
EXPENSES
6.1 Expenses Borne by AMP. Except as otherwise
provided in Section 6.2
hereof or as are to be borne by persons who are not
parties hereto, AMP will
bear all expenses incident to its obligations with
respect to the Mandatory
Registration or any Demand Registration, Third Party
Registration or Piggyback
Registration. Such expenses shall include, without
limitation, (a) all SEC
and National Association of Securities Dealers, Inc.
registration and filing
fees and expenses, (b) all fees and expenses
related to compliance with
securities or blue sky laws, (c) all expenses
related to the preparation,
printing, distribution and reproduction of
Registration Statements required to
be filed in connection with the Mandatory
Registration and such Demand
Registrations, Third Party Registrations and
Piggyback Registrations, the
prospectuses included therein or prepared for
distribution pursuant thereto
and any amendments or supplements to the
foregoing, (d) all messenger and
delivery expenses and internal expenses, including,
without limitation, all
salaries and expenses of AMP's officers and
employees performing legal or
accounting duties, and (e) fees and disbursements of
counsel and independent
certified public accountants to AMP (collectively,
"Registration Expenses").
6.2 Expenses Borne by the Holders.
(a) Notwithstanding anything
contained in Section 6.1
hereof to the contrary, the holders of the
Registrable Shares to be
included in the Mandatory Registration or any
Demand Registration, Third
Party Registration or Piggyback Registration
shall pay, pro rata in
<PAGE>
proportion to their percentage ownership of the
Registrable Shares being
registered, (i) all underwriting discounts and
commissions attributable to
the sale of such Registrable Shares and (ii)
solely with respect to any
Demand Registration or Third Party Registration
that is counted as a Demand
Registration for purposes of this Agreement (but
excluding the Mandatory
Registration), all Extraordinary Accounting Costs
(as herein defined). For
purposes of this Agreement, the term
"Extraordinary Accounting Costs" means
(x) the costs of preparing financial
statements or other accounting
information to the extent that such financial
statements or information are
for extraordinary accounting periods or, in
the case of financial
statements, vary from the format currently
utilized by AMP, in accordance
with SEC rules, for SEC reporting purposes or
filings under the Act, and
(y) the marginal costs of preparing on an
accelerated basis any financial
statements or information customarily prepared
by AMP. "Extraordinary
Accounting Costs" shall not include the costs
of preparing customary
"comfort" letters and other customary opinions
in connection with any
Demand Registration.
(b) To the extent that any
registration expenses required
to be borne by the holders of Registrable Shares
pursuant to this Section
6.2 in connection with any registration are
incurred, assumed or paid by
AMP or any other Person, including any placement
or sales agent for such
offering or underwriter thereof, the holders of
the Registrable Shares
included in such registration shall reimburse
AMP and such other Persons
for the full amount of expenses so incurred,
assumed or paid promptly after
receipt of a request for such reimbursement.
The holders of Registrable
Shares included in such registration shall be
jointly and severally liable
for any such reimbursement.
<PAGE>
ARTICLE VII
INDEMNIFICATION
7.1 Indemnification by AMP. AMP agrees to
indemnify, protect and hold
harmless, to the fullest extent permitted by
law, each holder of the
Registrable Shares to be included in any
registration pursuant to this
Agreement, such holder's officers, directors,
partners, trustees, employees,
agents and each Person who "controls" such holder
(within the meaning of the
Act), against any losses, claims, damages and
liabilities to which any of such
Persons may become subject, under the Act or
otherwise, insofar as such
losses, claims, damages or liabilities arise out
of or are based upon an
untrue statement or alleged untrue statement of a
material fact contained in
any Registration Statement under which such
Registrable Shares were registered
under the Act, or any preliminary, final or
summary prospectus contained
therein, or any amendment or supplement thereto, or
arise out of or are based
upon the omission or alleged omission to state
therein a material fact
required to be stated therein or necessary to make
the statements therein (in
the case of a prospectus, in light of the
circumstances under which they were
made) not misleading, except to the extent that any
such loss, claim, damage
or liability arises out of or is based upon any
information which any holder
of Registrable Shares or underwriter (or sales or
placement agent or broker)
of such offering furnished to AMP expressly for use
therein or by any holder's
or underwriter's (or sales or placement agent's
or broker's) failure to
deliver a copy of the Registration Statement or
prospectus or any amendments
or supplements thereto after AMP has furnished such
Person with a sufficient
number of copies of the same. Notwithstanding
anything to the contrary herein
contained, AMP shall not be liable for the fees and
disbursements of more than
<PAGE>
one counsel for the holders of the Registrable
Shares covered by any
Registration Statement or prospectus. AMP
also will indemnify any
underwriters, agents and brokers who participate in
the sale of Registrable
Shares pursuant to this Agreement, their officers
and directors and each
Person who "controls" such underwriters, agents or
brokers (within the meaning
of the Act) to the same extent as provided
above with respect to the
Stockholders.
7.2 Indemnification by Holders of Registrable
Shares. In connection with
any Registration Statement in which a holder of
Registrable Shares is
participating, such holder agrees to indemnify,
to the fullest extent
permitted by law, severally and not jointly (based
on portion of the proceeds
of the offering involving such Registration
Statement received by such holder
relative to the total proceeds of such offering
received by all holders of
Registrable Shares), AMP, its directors, employees,
agents, officers and each
Person who "controls" AMP (within the meaning of the
Act), against any losses,
claims, damages, liabilities and expenses to which
any of such Persons may
become subject, under the Act or otherwise, insofar
as such losses, claims,
damages, liabilities and expenses arise out of or
are based upon an untrue or
alleged untrue statement of a material fact
contained in any Registration
Statement under which such Registrable Shares were
registered under the Act,
or any preliminary, final or summary prospectus
contained therein, or any
amendment or supplement thereto, or arise out of
or are based upon any
omission or alleged omission to state therein a
material fact required to be
stated therein or necessary to make the statements
therein (in the case of a
prospectus, in the light of the circumstances under
which they were made) not
misleading, to the extent that such untrue
statement or alleged untrue
statement or omission or alleged omission was made
in reliance upon and in
<PAGE>
conformity with information furnished by such holder
to AMP specifically for
inclusion in such Registration Statement.
7.3 Conduct of Indemnification Proceedings.
Any Person entitled to
indemnification hereunder agrees to give prompt
written notice to the
indemnifying party after the receipt by such Person
of any written notice of
the commencement of any action, suit, proceeding or
investigation or threat
thereof made in writing for which such Person may
claim indemnification or
contribution pursuant to this Agreement and, unless
in the reasonable judgment
of such indemnified party a conflict of interest
may exist between such
indemnified party and the indemnifying party with
respect to such claim,
permit the indemnifying party to assume the defense
of such claim with counsel
reasonably satisfactory to such indemnified party.
Whether or not such
defense is assumed by the indemnifying party, the
indemnifying party will not
be subject to any liability for any settlement made
without its consent (but
such consent will not be unreasonably withheld or
delayed). Without the
consent of the indemnified party, no indemnifying
party will consent to entry
of any judgment or enter into any settlement which
does not include as an
unconditional term thereof the giving by the
claimant or plaintiff of a
release of such indemnified party from all liability
in respect of such claim
or litigation. If the indemnifying party is not
entitled to, or elects not
to, assume the defense of a claim, it will not be
obligated to pay the fees
and expenses of more than one counsel with respect to
such claim.
7.4 Contribution. In order to provide
for just and equitable
contribution in circumstances in which the
indemnification provided for in
this Article VII is for any reason held to
be unenforceable although
applicable in accordance with its terms, AMP and
the holders of Registrable
Shares being registered, as among themselves, shall
contribute to the losses,
<PAGE>
claims, damages, liabilities and expenses
described herein, in such
proportions so that the portion thereof for which the
selling holders shall be
responsible shall be limited to the portion
determined by a court or the
parties to any settlement to be attributable to
an untrue statement of a
material fact or an omission to state a material
fact in a Registration
Statement, preliminary, final or summary
prospectus, or amendment or
supplement thereto in specific reliance upon
and in conformity with
information furnished to AMP by such holders for use
therein, and AMP shall be
responsible for the balance, excluding any
information provided to AMP by
underwriters (subject to any other rights AMP may
have against any other
selling security holder not a holder of Registrable
Shares, the securities of
which were included in such Registration
Statement, preliminary, final or
summary prospectus, amendment or supplement).
As among themselves, the
holders of Registrable Shares selling securities
in such offering shall
contribute to amounts payable by other selling
holders, if any, in such manner
as shall give effect, to the extent permitted by
law, to the provisions of
this Section 7.4. No Person guilty of "fraudulent
misrepresentation" (within
the meaning of Section 11(f) of the Act) shall be
entitled to contribution
from any Person who was not guilty of such
fraudulent misrepresentation. If
indemnification is available under this Article VII,
the indemnifying parties
shall indemnify each indemnified party to the full
extent provided in Sections
7.1 and 7.2 hereof without regard to the relative
fault of said indemnifying
party or the indemnified party or any other
equitable consideration provided
for in this Section 7.4.
ARTICLE VIII
MISCELLANEOUS
<PAGE>
8.1 Other Registration Rights. AMP shall have
the right to (a) grant to
any Person the right to require AMP to register on
demand any Common Stock or
other securities of AMP, subject to the rights of
the holders of Registrable
Shares under this Agreement, (b) grant to any
person "piggyback" or similar
registration rights with respect to Common Stock or
any other securities of
AMP, including piggyback registration rights relating
to Demand Registrations,
and (c) subject to the rights of the holders of
Registrable Shares under this
Agreement, include for AMP's own account Common
Stock or any other securities
of AMP in the Mandatory Registration or any Demand
Registration.
8.2 Remedies. No remedy conferred upon any
party to this Agreement is
intended to be exclusive of any other remedy
herein or by law provided or
permitted, but each such remedy shall be cumulative
or shall be in addition to
every other remedy given hereunder or now or
hereafter existing at law or in
equity or by statute. Each party hereto agrees
that monetary damages would
not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and
hereby agrees to waive, in any action
for specific performance, the defense that a remedy
at law would be adequate.
8.3 Amendments and Waivers. Except as
otherwise provided herein, the
provisions of this Agreement may not be amended,
modified or supplemented, and
waivers of or consents to departures from the
provisions hereof may not be
given, except (a) in writing duly signed on behalf
of AMP, in the case of
amendments, modifications, supplements, waivers or
consents sought to be
enforced against AMP, or (b) in writing duly signed
by the holders of at least
a majority of the Registrable Shares then
outstanding affected by such
amendment, modification, supplement, waiver or
consent, in the case of
amendments, modifications, supplements, waivers or
consents sought to be
enforced against the holders of Registrable Shares.
<PAGE>
8.4 Notices. All notices required or
permitted to be given hereunder
shall be in writing and may be delivered by hand, by
facsimile, by nationally
recognized private courier, or by United States
mail. Notices delivered by
mail shall be deemed given three (3) business days
after being deposited in
the United States mail, postage prepaid, registered
or certified mail, return
receipt requested. Notices delivered by hand, by
facsimile, or by nationally
recognized private courier shall be deemed given on
the day received (unless
such day is a Saturday, Sunday or national holiday,
in which case notice shall
be deemed given or the next business day);
provided, however, that a notice
delivered by facsimile shall only be effective
if such notice is also
delivered by hand, or deposited in the United
States mail, postage prepaid,
registered or certified mail, on or before two (2)
business days after its
delivery by facsimile. All notices shall be
addressed as follows:
if to any of the
Stockholders,
addressed to:
Mr. Harold N. Cotton
11 Chiltern Hill Drive North
Worcester, MA 01609
and
Mr. Robert Bretholtz
28 Bristol Road
West Newton, MA 02165
with a copy to:
Goodwin, Proctor & Hoar
Exchange Place
Boston, MA 02109
Attention: Richard E. Floor,
P.C.
Telecopier: (617) 523-1231
If to AMP,
addressed to:
AMP Incorporated
<PAGE>
P.O. Box 3608 M.S. 176-34
Harrisburg, PA 07105-3608
Attention: Corporate
Development
Telecopier: (717) 592-6655
and
AMP Incorporated
P.O. Box 3608 M.S. 176-34
Harrisburg, PA 07105-3608
Attention: Corporate
Secretary
Telecopier: (717) 780-4022
and/or to such other respective addresses and/or
addressees as may be
designated by notice given in accordance with the
provisions of this Section
8.4.
8.5 Successors and Assigns.
(a) This Agreement shall inure
to the benefit of and be
binding upon the successors and assigns of each
of the parties hereto;
provided, however, that (x) no Stockholder shall
have the right to assign
or otherwise transfer (whether by operation of law
or otherwise) any of the
rights granted to such Stockholder under this
Agreement, except, subject to
compliance with the provisions of Section
8.5(b) hereof, to (i) its
stockholders upon the liquidation and dissolution
of such Stockholder (ii)
the estate of an individual stockholder who is
deceased, (iii) a spouse or
descendant of an individual stockholder and (iv)
a trust primarily for the
benefit of an individual stockholder and/or one
or more of the persons
described in clause (iii) above and (y) the
Stockholders and their
permitted assigns shall have the right, in the
aggregate, to transfer by
gift all of a portion of their rights hereunder
to a total of five (5) or
fewer charitable organizations reasonably
satisfactory to AMP (it being
understood that any such transfer described in
either of clauses (x) or (y)
<PAGE>
above is referred to herein as a "Permitted
Transfer" and any such
transferee is referred to herein as a
"Permitted Transferee"). Any
assignment or transfer contrary to the foregoing
restriction shall be void
ab initio.
(b) Each Permitted Transferee
who is not a party to this
Agreement prior to a Permitted Transfer, shall
execute and deliver, as a
condition to such Permitted Transfer, such
documents as are reasonably
deemed necessary by AMP, in consultation with its
counsel, to evidence such
Person's joinder in, acceptance of, and agreement
with, the obligations of
holders of Registrable Shares under this
Agreement.
8.6 Counterparts. This Agreement may be
executed in any number of
counterparts, each of which shall be effective
only upon delivery and
thereafter shall be deemed to be an original, and all
of which shall be taken
to be one and the same instrument with the same
effect as if each of the
parties hereto had signed the same signature page.
Any signature page of this
Agreement may be detached from any counterpart
of this Agreement without
impairing the legal effect of any signature
thereon and may be attached to
another counterpart of this Agreement identical in
form hereto and having
attached to it one or more additional signature
pages.
8.7 Headings. The section and other headings
contained in this Agreement
are for convenience only and shall not be deemed
to limit, characterize or
interpret any provisions of this Agreement.
8.8 Governing Law. This Agreement and the
rights of the parties
hereunder shall be construed and interpreted in
accordance with the laws of
the Commonwealth of Pennsylvania, without
application of the rules regarding
conflicts of law.
<PAGE>
8.9 Separability. Whenever possible, each
provision of this Agreement
shall be interpreted in such manner as to be
effective and valid under
applicable law, but if any provision of this
Agreement shall be unenforceable
or invalid under applicable law, such provision
shall be ineffective only to
the extent of such unenforceability or
invalidity, and the remaining
provisions of this Agreement shall continue to be
binding and in full force
and effect so long as the essential purposes of
this Agreement are not
impaired.
8.10 Entire Agreement. This Agreement contains
the entire agreement, and
supersedes all prior agreements and understandings
and arrangements, oral or
written, between the parties hereto with respect to
the subject matter hereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been
signed by each of the parties
hereto as of the date first above written.
AMP INCORPORATED
By: /s/W. J. Hudson
Its: Chief Executive Officer
and President
STOCKHOLDERS:
/s/Harold N. Cotton
/s/Robert M. Bretholtz
LAUREN COTTON TRUST
By: /s/Harold N. Cotton
<PAGE>
Its: Trustee
NANCY E. COTTON TRUST
By: /s/Harold N. Cotton
Its: Trustee
BETSY COTTON TRUST
By: /s/Harold N. Cotton
Its: Trustee
/s/Ronnie Bretholtz, as custodian
for Jared C. Bretholtz
JOSHUA B. BRETHOLTZ GRANTOR TRUST
By: /s/Robert M. Bretholtz
Its: Trustee
<PAGE>
EXHIBIT 21
SUBSIDIARIES AND BRANCHES OF AMP INCORPORATED
(all wholly owned and included in consolidated
results)
AMP Cable Assembly Systems, Inc.
Wilmington, Delaware
AMP Investments, Inc.
Wilmington, Delaware
Connectware, Inc.
Richardson, Texas
(Delaware, U.S.A.)
M/A-COM, Inc.
Lowell, MA
The Whitaker Corporation
Wilmington, Delaware
AMP of Canada, Ltd.
Toronto, Canada
(Delaware, U.S.A.)
<PAGE>
AMP S. A. Argentina C.I.Y.F.
Buenos Aires, Argentina
AMP do Brasil Ltda.
Sao Paulo, Brazil
AMP de Mexico, S.A.
Mexico City, D.F. Mexico
AMP Amerex
Hermosillo, Mexico
AMP Osterreich Handelsgesellschaft m.b.H.
Vienna, Austria
AMP Belgium
Brussels, Belgium
(Branch of AMP-Holland B.V.)
AMP Czech s.r.o
Brno, Czech Republic
AMP Danmark
Viby, Denmark
(Branch of AMP-Holland B.V.)
AMP Estonia AS
Tallin, Estonia
AMP Finland Oy
Helsinki, Finland
AMP de France S.A.
Paris, France
Simel S.A.
Gevrey-Chambertin, France
AMP Export SARL
Pontoise, France
AMP Deutschland G.m.b.H.
Frankfurt, Germany
Jitex Elektrovertr. G.m.b.H.
Wuppertal, Germany
AMP of Great Britain Limited
London, England
SIMEL (UK) Limited
Chencesler, Glos., England
<PAGE>
AMP Hungary Manufacturing Co. Ltd.
Esztergom, Hungary
AMP Hungary Trading Co. Ltd.
Budapest, Hungary
AMP Ireland Limited
Dublin, Ireland
AMP Interconnection Products Israel, Ltd.
Haifa, Israel
AMP Italia S.p.A.
Torino, Italy
AMP Italia Products S.p.A.
San Salvo, Italy
AMP-Holland B.V.
's-Hertogenbosch, The Netherlands
AMP Norge A/S
Oslo, Norway
AMP Polska Sp.z.o.o.
Warsaw, Poland
AMP Portugal, Lda.
Lisbon, Portugal
AMP Slovenia Trading and Manufacturing Ltd.
Ljubljana, Slovenia
AMP Espanola, S.A.
Barcelona, Spain
SIMEL Iberica, S.A.
Vizcaya, Spain
AMP Products South Africa (Proprietary) Limited
Johannesburg, South Africa
AMP Svenska AB
Stockholm, Sweden
AMP (Schweiz) A.G.
Steinach, Switzerland
AMP (Schweiz) Produktions A.G.
Steinach, Switzerland
Decolletage S.A. St.-Maurice
St.-Maurice, Switzerland
<PAGE>
AMP Shunde Connector, Ltd.
Shunde, Peoples Republic of China
Australian AMP Pty. Ltd.
Sydney, Australia
AMP Products Pacific Ltd.
Hong Kong
AMP India Private Limited
Bangalore, India
AMP Tools (India) Pvt. Ltd.
Cochin, India
AMP (Japan), Ltd.
Tokyo, Japan
AMP Technology Japan Ltd.
Tokyo, Japan
Carroll Touch International, Ltd.
Tokyo, Japan
(Delaware, U.S.A.)
Businessland Japan Company, Ltd.
Tokyo, Japan
AMP Korea Limited
Seoul, South Korea
AMP Manufacturing Korea, Ltd.
Seoul, South Korea
AMP Products (Malaysia) Sdn. Bhd.
Kuala Lumpur, Malaysia
New Zealand AMP Ltd.
Auckland, New Zealand
AMP Philippines, Inc.
Manila, Philippines
AMP Singapore Pte. Ltd.
Singapore
AMP Manufacturing Singapore Pte., Ltd.
Singapore
AMP Taiwan B.V.
Taipei, Taiwan
(The Netherlands)
AMP Manufacturing Taiwan, Ltd.
<PAGE>
Taipei, Taiwan
AMP (Thailand) Limited
Bangkok, Thailand
AMP Elektrik-Elektronik Baglanti Sistemleri
Ticaret Limited Sirketi
Istanbul, Turkey
<PAGE>
EXHIBIT 5
March 25, 1996
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
Re: AMP Incorporated
Registration Statement on Form S-3
filed March 25, 1996
(the "Registration Statement")
Gentlemen:
I am Associate General Legal Counsel of AMP
Incorporated, a Pennsylvania
corporation (the "Company"). This opinion is
being furnished to you in
connection with the above-referenced Registration
Statement. I have examined
the Restated Articles of Incorporation of the
Company, its By-Laws, as
amended, minutes of meetings of stockholders and
directors and such other
records and documents as I consider necessary for
the purposes of rendering
this opinion.
In my opinion:
The 729,463 shares of Common Stock of the Company
covered by the Registration Statement have been legally issued
and are fully paid and non-assessable.
I hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and the
reference to me under the caption "Legal Matters" in the
Prospectus contained therein.
Very truly yours,
<PAGE>
David F. Henschel
Associate General Legal Counsel
<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.
ARTHUR ANDERSEN LLP
Philadelphia, PA
March 25, 1996 <PAGE>
