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As filed with the Securities and Exchange Commission on
May 6, 1996
Registration No.333-2045
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 3
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMP Incorporated
(Exact name of registrant as specified in charter)
Pennsylvania
(State or other 470 Friendship Road 23-033-2575
jurisdiction of Harrisburg, Pennsylvania (I.R.S.
incorporation or 17111 Employer
organization) (717) 564-0100 Identification
(Address, including zip code, No.)
and telephone number, including
area code, of registrant's
principal executive offices)
David F. Henschel
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
(717) 564-0100
(Name, address, including zip code, and telephone number,
including area code, of agent for service.)
Copies to:
David W. Schoenberg, Esq. Joseph L. Johnson III, Esq.
Altheimer & Gray Goodwin, Procter & Hoar
10 South Wacker Drive, Suite 4000 Exchange Place
Chicago, Illinois 60606 Boston, Massachusetts 02109
(312) 715-4000 (617) 570-1000
Approximate date of commencement of proposed sale to
the public: As soon as practicable after this
Registration Statement becomes effective.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest
reinvestment plans, please check the following box: / /
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with
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dividend or interest reinvestment plans, check the
following box: / /
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and
list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering: / /_______________________________
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration
statement for the same offering:
/ /_______________________________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box: / /
The registrant hereby amends this Registration
Statement on such date or dates as may be necessary to
delay its effective date until the registrant shall file a
further amendment which specifically states that this
Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of
1933, as amended or until the Registration Statement shall
become effective on such date as the Commission, acting
pursuant to such Section 8(a), may determine.
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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 6th day of May,
1996.
AMP INCORPORATED
By: /s/ David F. Henschel
David F. Henschel
Corporate Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on May 6,
1996.
Signature Capacity
James E. Marley* Chairman of the Board and a
Director
William J. Hudson* Chief Executive Officer and
President and a Director
(Principal Executive Officer)
Robert Ripp* Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
William S. Urkiel, Jr.* Controller
Dexter F. Baker* Director
Director
Ralph D. DeNunzio
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Barbara H. Franklin* Director
Joseph M. Hixon* Director
Harold A. McInnes* Director
Jerome J. Meyer* Director
John C. Morley* Director
Walter F. Raab* Director
Paul G. Schloemer* Director
Takeo Shiina* Director
* By: /s/ David F. Henschel
David F. Henschel
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered
Page
3.(i)(a) Restated Articles of Incorporation of the
Company (Incorporated by reference to
Exhibit 3.(i).(B) of the Report on Form 8-K
filed on January 31, 1995).
3.(ii) By-laws of the Company (Incorporated by
reference to Exhibit 3.(ii) of the Annual
Report on Form 10-K for the year ended
December 31, 1994).
4.A Shareholder Rights Plan between the Company
and Manufacturers Hanover Trust Company, as
Rights Agent, adopted by the Company's
Board of Directors and dated October 25,
1989 (Incorporated by reference to Exhibit
4.A of the Annual Report on Form 10-K for
the year ended December 31, 1994).
4.B Amendment to Shareholder Rights Plan
between the Company and Chemical Bank, as
Rights Agent for the Shareholder Rights
Plan, dated September 4, 1992 (Incorporated
by reference to Exhibit 4-b of the Annual
Report on Form 10-K for the year ended
December 31, 1992).
*5. Opinion of David F. Henschel, Associate
General Legal Counsel of the Company,
regarding the legality of the shares of
Common Stock.
*21. List of Subsidiaries.
23. Consents of Experts and Counsel.
(a) The consent of Arthur Andersen LLP.
(b) The consent of David F. Henschel is
included in his opinion filed as
Exhibit 5.
*24. Power of Attorney was included on page II-6
of the registration statement filed on
March 26, 1996.
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*99. Registration Rights Agreement dated as of
February 28, 1996 between the Company and
each of the Selling Shareholders.
____________________________
*Previously filed.
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated February 16, 1996 incorporated by reference in AMP
Incorporated's Form 10-K for the year ended December 31, 1995 and
to all references to our Firm included in this Registration
Statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
May 6, 1996
