PROSPECTUS Registration No. 333-19547
January 17, 1997 Rule 424(b)(3) Prospectus
995,608 Shares
AMP INCORPORATED
Common Stock
Of the 995,608 shares of common stock, no par value ("Common
Stock"), of AMP Incorporated, a Pennsylvania corporation (the
"Company"), offered hereby, 486,844 shares are being offered by
Robert M. Bretholtz ("RMB"), 234,175 shares are being offered by the
Harold N. Cotton Trust ("HNC"), 34,240 shares are being offered by
the Joshua B. Bretholtz Grantor Trust ("JBBGT"), 61,331 shares are
being offered by the Nancy E. Cotton 1995 Trust ("NCT"), 61,331
shares are being offered by the Betsy L. Cotton 1995 Trust ("BCT"),
61,331 shares are being offered by the Lauren A. Cotton 1995 Trust
("LCT"), 34,240 shares are being offered by the Jared S. Bretholtz
Grantor Trust ("JSBGT"), 7,372 shares are being offered by the Harold
N. Cotton GST FBO Betsy Cotton ("GSTBC"), 7,372 shares are being
offered by the Harold N. Cotton GST FBO Lauren Cotton ("GSTLC"), and
7,372 shares are being offered by the Harold N. Cotton GST FBO Nancy
Cotton ("GSTNC") (RMB, HNC, JBBGT, NCT, BCT, LCT, JSBGT, GSTBC, GSTLC
and GSTNC, collectively 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 or their affiliates to register the 1,610,047
shares of Common Stock issued to date in the Acquisition, which
shares include the 995,608 shares of Common Stock offered hereby.
The Company has also agreed to pay certain fees and expenses incident
to such registration. It is estimated that the fees and expenses
payable by the Company in connection with the registration of the
Common Stock will be approximately $30,000. The Company intends to
keep the registration statement, of which this Prospectus is a part,
effective until no later than February 14, 1997. 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 January 9, 1997,
the last reported sale price of the Company's Common Stock on the
NYSE Composite Tape was $41.00 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 <PAGE>
<PAGE>
agents from time to time, to reject in whole or in part any proposed
purchase of shares of Common Stock to be made directly or through
agents.
The Selling Shareholders and any broker-dealers, agents or
underwriters that participate with the Selling Shareholders in the
distribution of the shares of Common Stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any commissions received by them
and any profit on the resale of shares of Common Stock purchased by
them may be deemed to be underwriting commissions or discounts under
the Securities Act. See "Plan of Distribution" herein for
indemnification arrangements among the Company and the Selling
Shareholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 17, 1997 <PAGE>
<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 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
quarter ended March 31, 1996;
(3) the Quarterly Report on Form 10-Q of the Company for the
quarter ended June 30, 1996;
(4) the Quarterly Report on Form 10-Q of the Company for the
quarter ended September 30, 1996;
(5) the Current Report on Form 8-K of the Company filed January
2, 1997;
(6) the Current Report on Form 8-K of the Company filed January
8, 1997;
(7) 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
(8) the description of the rights under the Rights Agreement
between the Company and Chemical Bank, dated as of October 25, 1989
(the "Rights Agreement"), set forth in the Company's Registration
Statement on Form 8-A (File No. 1-4235) filed on November 7, 1989,
and any amendment or report filed for the purpose of updating any
such description.
All documents and reports 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 pursuant hereto 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 <PAGE>
<PAGE>
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) 564-4205. <PAGE>
<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 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, Mail Stop 176-40, 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 December 30, 1996, 219,575,661 shares of Common
Stock were issued and outstanding (excluding 12,920,468 shares held
in treasury).
Common Stock
Each share of Common Stock of the Registrant entitles the
holder thereof to one vote on all matters submitted to a vote of the
shareholders. In electing directors, shareholders are not entitled
to cumulative voting. Holders of Common Stock do not have any
preemptive rights or rights to subscribe to additional securities of
the Company. There are no conversion rights, redemption 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.
<PAGE>
Common Stock Purchase Rights <PAGE>
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
effected on March 2, 1995. The description and terms of the Rights
are set forth in the Rights Agreement.
The Rights will remain attached to the Common Stock and are not
exercisable except under the limited circumstances set forth in the
Shareholder Rights Plan and relating generally to the acquisition of,
or tender for, 20% or more of the outstanding Common Stock. If such
circumstances occur, the Rights will separate from the Common Stock
and become exercisable. If, subsequently, a person actually acquires
beneficial ownership of 20% or more of the Common Stock (an
"Acquiring Person"), except pursuant to an offer for all outstanding
shares of Common Stock which the independent directors of the Company
determine, after receiving advice from one or more investment banking
firms, to be fair to and otherwise in the best interests of the
Company and its shareholders (a "Qualifying Offer"), each Right
(except those held by such Acquiring Person) will become exercisable
for such number of shares of Common Stock (or, in certain
circumstances, a reasonable substitute therefor) having a market
value equal to twice the exercise price of the Right. In addition,
if, after such time as an acquiror of shares of Common Stock becomes
an Acquiring Person, (i) the Company is acquired in a merger or other
business combination transaction in which the Company is not the
surviving corporation (other than a merger which follows a Qualifying
Offer and satisfies certain other requirements), (ii) the Company is
acquired in a merger or other business combination transaction in
which the Company is the surviving corporation but all or part of the
Common Stock is changed into or exchanged for securities of the other
person or other property, or (iii) 50% or more of the Company's
assets, cash flow or earning 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. <PAGE>
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information with respect
to the Selling Shareholders, including the number of shares of Common
Stock beneficially owned by each Selling Shareholder as of the date
of this Prospectus, the percentage of shares of voting stock
outstanding held by each and the number of shares of Common Stock
offered hereby. There can be no assurance that all or any of the
shares offered hereby will be sold.
<TABLE>
<CAPTION>
Number Number
of of
Shares Shares
of Percent of Percent
Common age of Common age of
Stock Shares of Number Stock Shares of
Benefi Common of Benefi Common
cially Stock Shares cially Stock
Held Outstand of Held Outstand
Prior to ing Prior Common After ing
the to the Stock the After the
Selling Shareholder Offering Offering Offered Offering Offering
<S> <C> <C> <C> <C> <C>
Robert M. 486,844 * 486,844 - -
Bretholtz(1)
Harold N. Cotton 234,175 * 234,175 - -
Trust(2)
Jared S. Bretholtz 34,240 * 34,240 - -
Grantor Trust
Joshua B. Bretholtz 34,240 * 34,240 - -
Grantor Trust
Nancy E. Cotton 1995 61,331 * 61,331 - -
Trust(3)
Betsy L. Cotton 1995 61,331 * 61,331 - -
Trust(3)
Lauren A. Cotton 61,331 * 61,331 - -
1995 Trust (3)
Harold N. Cotton GST 7,372 * 7,372 - -
FBO Lauren Cotton(3)
Harold N. Cotton GST 7,372 * 7,372 - -
FBO Betsy Cotton(3)
Harold N. Cotton GST 7,372 * 7,372 - -
FBO Nancy Cotton(3)
995,608 * 995,608 - -
</TABLE>
__________
* Represents less than one percent of the outstanding shares of
Common Stock. <PAGE>
<PAGE>
(1) Excludes shares held by the Joshua B. Bretholtz Grantor Trust
and shares held by the Jared S. Bretholtz Grantor Trust, of
which Mr. Bretholtz is the trustee. Mr. Bretholtz disclaims
beneficial ownership of such shares.
(2) Lauren A. Cotton, Betsy L. Cotton, and Nancy E. Cotton are the
beneficiaries of this trust. Phyllis J. Cotton, Daniel I.
Cotton, Melvin M. Rosenblatt and David R. Andelman are the
trustees of this trust and all disclaim beneficial ownership of
such shares.
(3) Melvin M. Rosenblatt, David R. Andelman and Daniel I. Cotton
are the trustees of this trust and all disclaim beneficial
ownership of such shares.
RMB and JBBGT 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 certain of the Selling
Shareholders or their affiliates (the "Acquisition Agreement").
Pursuant to the Acquisition Agreement, the subsidiary of the 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. Shares received by Harold N. Cotton pursuant to
the Acquisition Agreement were transferred without consideration to
the Harold N. Cotton Trust, and were subsequently transferred again
without consideration to HNC, GSTBC, GSTLC and GSTNC upon Mr.
Cotton s death. NCT, BCT, and LCT are indirect transferees for no
consideration of certain entities that received such shares pursuant
to the Acquisition Agreement. JSBGT acquired its shares of Common
Stock without consideration from Ronnie Bretholtz as Custodian for
Jared S. Bretholtz (who received such shares pursuant to the
Acquisition Agreement) when Jared S. Bretholtz reached the age of
majority.
In connection with the Acquisition Agreement, the Company and
the Selling Shareholders or their affiliates have entered into a
Registration Rights Agreement pursuant to which the Company has
agreed, among other things, to file up to three registration
statements in connection with public offerings of shares of Common
Stock, including the offering contemplated by this Prospectus, by the
Selling Shareholders. This Prospectus is provided pursuant to the
second such registration. The first registration statement filed
pursuant to the Registration Rights Agreement became effective on May
6, 1996. Certain of the Selling Shareholders, predecessors of
certain other Selling Shareholders, the Jewish Community Endowment
Foundation of Worcester and Fidelity Investments Charitable Gift Fund
sold 614,439 shares of Common Stock pursuant to such first
registration. The shares of Common Stock to be offered pursuant
thereto which were not sold were deregistered June 20, 1996. <PAGE>
<PAGE>
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 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 <PAGE>
<PAGE>
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,
including without limitation, so-called short sales against the box;
(v) sales "at the market" to or through a market maker or into an
existing trading market, on an exchange or otherwise, for such
shares; and (vi) sales in other ways not involving market makers or
established trading markets, including direct sales to institutions
or individual purchasers. In effecting sales, broker-dealers engaged
by the Selling Shareholders may arrange for other broker-dealers to
participate. Broker-dealers will receive commissions or other
compensation from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale that are not expected to
exceed those customary in the types of transactions involved.
Broker-dealers may also receive compensation from purchasers of the
shares which is not expected to exceed that customary in the types of
transactions involved.
The Company will pay substantially all the expenses incurred by
the Selling Shareholders and the Company incident to the offering and
sale of the shares of Common Stock offered hereby to the public, but
excluding any discounts, commissions and fees of underwriters,
broker-dealers or agents or legal fees incurred by the Selling
Shareholders. The Company has agreed to indemnify the Selling
Shareholders against certain liabilities, including liabilities under
the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock being offered hereby
will be passed upon for the Company by David F. Henschel, Associate
General Legal Counsel of the Company. Mr. Henschel beneficially owns
shares of Common Stock and holds options to purchase additional
shares of Common Stock.
EXPERTS
The consolidated financial statements of the Company
incorporated herein by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in
giving said report.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy and
information statements and other information with the Commission.
Reports, proxy and information statements and other information filed
with the Commission can be inspected and copied during normal
business hours at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, <PAGE>
<PAGE>
D.C. 20549, and at its regional offices at 7 World Trade Center, 13th
Floor, New York, New York 10048, and Northwestern Atrium Center, 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. The Commission also maintains a site on the
World Wide Web at http://www.sec.gov. that contains certain reports,
proxy statements and other information. 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
on Form S-3 filed by the 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 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>
