As filed with the Securities and Exchange Commission on January 10, 1997
Registration No.333-
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 470 Friendship Road 23-033-2575
Harrisburg, Pennsylvania 17111
(717) 564-0100
(State or other (Address, including (I.R.S.
jurisdiction of zip code, and Employer
incorporation or telephone number, Identification
organization) including area code, No.)
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 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 <PAGE>
<PAGE>
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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount Proposed Proposed Amount of
of Securities to be Maximum Maximum Registra
to be Registered Registered Offering Aggregate tion Fee
Price Per Offering
Unit (1) Price (1)
<S> <C> <C> <C> <C>
Common Stock, no 995,608 $38.375 $38,206,457 $13,180
par value
</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 on the NYSE Composite Tape on January 3, 1997.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to
such Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 10, 1997
PROSPECTUS
, 1997
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"), <PAGE>
<PAGE>
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, 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 January 9, 1996,
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
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. <PAGE>
<PAGE>
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 , 1997
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securites laws of any such State.
<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; <PAGE>
<PAGE>
(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 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>
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 <PAGE>
<PAGE>
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.
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 <PAGE>
<PAGE>
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>
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.
<PAGE>
<TABLE>
<CAPTION>
Percent Number Percen <PAGE>
Number age of Number of tage
of Shares of Shares of
Shares of Shares of Shares
of Common of Common of
Common Stock Common Stock Common
Stock Outstand Stock Benefi Stock
Benefi ing Prior Offered cially Out
cially to the Held stand
Held Offering After ing Af
Prior to the ter
Selling the Offering the
Shareholder 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 61,331 * 61,331 - -
1995 Trust(3)
Betsy L. Cotton 61,331 * 61,331 - -
1995 Trust(3)
Lauren A. Cotton 61,331 * 61,331 - -
1995 Trust(3)
Harold N. Cotton 7,372 * 7,372 - -
GST FBO Lauren
Cotton(3)
Harold N. Cotton 7,372 * 7,372 - -
GST FBO Betsy
Cotton(3)
Harold N. Cotton 7,372 * 7,372 - -
GST FBO Nancy
Cotton(3)
995,608 * 995,608 - -
</TABLE>
* Represents less than one percent of the outstanding shares of
Common Stock.
(1) Excludes shares held by the Joshua B. Bretholtz Grantor
Trust and shares held by the Jared S. Bretholtz Grantor Trust, of <PAGE>
<PAGE>
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>
PLAN OF DISTRIBUTION <PAGE>
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.
<PAGE>
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 <PAGE>
<PAGE>
transactions in which any such broker-dealer solicits purchasers; (v)
sales "at the market" to or through a market maker or into an
existing trading market, on an exchange or otherwise, for such
shares; and (vi) sales in other ways not involving market makers or
established trading markets, including direct sales to institutions
or individual purchasers. In effecting sales, broker-dealers engaged
by the Selling Shareholders may arrange for other broker-dealers to
participate. Broker-dealers will receive commissions or other
compensation from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale that are not expected to
exceed those customary in the types of transactions involved.
Broker-dealers may also receive compensation from purchasers of the
shares which is not expected to exceed that customary in the types of
transactions involved.
The Company will pay substantially all the expenses incurred by
the Selling Shareholders and the Company incident to the offering and
sale of the shares of Common Stock offered hereby to the public, but
excluding any discounts, commissions and fees of underwriters,
broker-dealers or agents or legal fees incurred by the Selling
Shareholders. The Company has agreed to indemnify the Selling
Shareholders against certain liabilities, including liabilities under
the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock being offered hereby
will be passed upon for the Company by David F. Henschel, Associate
General Legal Counsel of the Company. Mr. Henschel beneficially owns
shares of Common Stock and holds options to purchase additional
shares of Common Stock.
EXPERTS
The consolidated financial statements of the Company incorporated
herein by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report
with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said
report.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy and
information statements and other information with the Commission.
Reports, proxy and information statements and other information filed
with the Commission can be inspected and copied during normal
business hours at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its regional offices at 7 World Trade Center, 13th
Floor, New York, New York 10048, and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of <PAGE>
<PAGE>
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.
<PAGE>
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>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate 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 $13,180
Legal Fees 14,500
Accounting Fees 1,500
Miscellaneous 820
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 <PAGE>
<PAGE>
corporation, or of another domestic or foreign corporation for profit
or not-for-profit, partnership, joint venture, trust or other
enterprise (including without limitation, any employee benefit plan)
who are serving as such at the request of the corporation
(individually, a "Representative") against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in
the case of third party actions, but only against expenses (including
attorneys' fees) in the case of derivative actions. Unless ordered
by a court, such indemnification is to be made only as authorized in
the specific case upon a determination by the board of directors by a
majority vote of a quorum consisting of directors who were not
parties to the action or proceeding, by the shareholders or, if such
quorum of the board is not obtainable or a majority vote of
disinterested directors so directs, by independent legal counsel,
that indemnification of the Representative is proper in the
circumstances. Indemnification would be proper if the Representative
acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful, provided that under no
circumstances would indemnification be proper in the case of willful
misconduct or recklessness.
In the case of a derivative action, indemnification shall not be
made in respect of any claim, issue or matter as to which a
Representative has been adjudged liable to the corporation unless,
and only to the extent that, a court of competent jurisdiction
determines upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, a
Representative is fairly and reasonably entitled to indemnity for the
expenses that the court deems proper.
To the extent a Representative has been successful on the merits
or otherwise in the defense of a third party action or a derivative
action, indemnification is mandatory with respect to expenses
(including attorneys' fees) incurred in such defense. The
corporation may advance defense expenses (including attorneys' fees)
upon receipt of an undertaking by or on behalf of the Representative
to repay such advances if it is ultimately determined that he is not
entitled to be indemnified, and a corporation may purchase insurance
on behalf of any Representative against any liability asserted
against him and incurred by him in any such capacity, or arising out
of his status as such, regardless of whether or not the corporation
could indemnify him against such liability. The indemnification and
advancement of expenses provided under the BCL is expressly not
exclusive of any other rights to which a person may be entitled under
any by-law, 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 by-law approved by the shareholders. The
shareholders of the Company, at the Company s Annual Meeting of
Shareholders held on April 13, 1989, approved such a provision in the
Company's By-laws. This provision provides that no director shall be <PAGE>
<PAGE>
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 By-laws,
entitled "Standard of Care and Justifiable Reliance", and 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 By-law 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 By-laws to
provide for indemnification to the extent permitted under the BCL.
As amended, Article IV provides that the Company shall indemnify any
director or officer of the Company, and may indemnify any other
employee or agent of the Company, who is, was or becomes a party, or
is threatened to be made a party, to any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative, and whether formal
or informal, and any appeal therein in which any such person is
involved (a "Proceeding") by reason of being a Representative, or
being a director, officer, employee or agent of either a constituent
corporation absorbed in a consolidation or merger or another business
entity at the request of such constituent corporation, against all
expenses (including attorneys' fees and disbursements), judgments,
fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such proceedings, except
that in the case of derivative actions, i) indemnification is limited
to reasonably incurred expenses; and ii) a person adjudged to be
liable to the Company may not be indemnified unless and only to the
extent a court of competent jurisdiction determines upon application
that the person is fairly and reasonably entitled to indemnity for
the expenses that such court deems proper. Indemnification under
Article IV applies to third party actions and derivative actions
commenced or continuing after the adoption of the Article, whether
arising from acts or omissions occurring before or after such
adoption. Article IV provides that the rights of directors and
officers thereunder with respect to third party actions are
contractual rights.
Article IV provides that indemnification of an indemnified party
under Article IV shall be made by the Company only when requested in
writing with supporting documentation and, in accordance with the
provisions of the BCL, a determination is made in each specific case
that indemnification of the Representative is proper under the
circumstances. Such determination is to be made within 60 days after
receipt of the request and shall be made by a majority vote of
disinterested directors (if they constitute a quorum) or, under
certain circumstances, either by a written opinion of independent
legal counsel or by the shareholders. If independent legal counsel <PAGE>
<PAGE>
is to make the 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 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, Article IV provides that to the extent
that an indemnified party is successful on the merits or otherwise in <PAGE>
<PAGE>
defense of any third party or derivative Proceeding, or in defense of
any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred in such defense. Moreover, Article IV provides that an
indemnified party shall be indemnified against any expenses actually
and reasonably incurred in a successful effort to enforce his or her
rights or mandatory indemnification under applicable law or his or
her rights under Article IV if the indemnified party prevails in any
such enforcement proceeding, or on a prorated basis if it is
determined that the indemnified party is entitled to receive only
part of the indemnification or advancement sought.
Article IV provides that indemnification granted thereunder is not
exclusive of any other rights to which a person may otherwise be
entitled. In addition, Article IV provides, as permitted by the BCL,
that the Company may purchase and maintain insurance on behalf of the
Company, its subsidiaries and affiliates, and any Representative,
against any liability asserted against such Representative or
incurred by such Representative in any such capacity, or arising out
of said Representative's status as such, whether or not the Company
would have the power to indemnify such person against that liability
under the provisions of applicable law. The Company may also enter
into contracts with any Representative to provide contractual rights
in furtherance of the provisions of Article IV, and Article IV
provides that the Company may give other indemnification to the
extent not prohibited by applicable law.
As provided for in Article IV, the Company has entered into
indemnification agreements with each of its directors and officers
and with certain of its employees. These agreements contain
provisions that afford rights with respect to indemnification and
advancement of expenses that are consistent with the authority given
in Article IV. The Company has also purchased and is maintaining
directors' and officers' liability insurance covering liabilities to
directors or officers of the Company arising by reason of wrongful
acts committed or allegedly committed by them, whether or not they
are indemnified by 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) deliberately
fraudulent acts or omissions or willful violations of any statute;
iii) claims arising from pollution or contamination events unless
involved in a shareholder lawsuit or derivative action under
circumstances where the Company does not have the financial ability
to provide indemnification or is otherwise not permitted or required
to do so; 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.
<PAGE>
Item 16. Exhibits
Exhibit Number Description
3.1 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).
3.2 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).
4.1 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).
4.2 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.
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 (incorporated by reference to Exhibit
99 to the Registration Statement on Form S-3 filed
on March 26, 1996).
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 <PAGE>
<PAGE>
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) For purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
<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, <PAGE>
<PAGE>
Commonwealth of Pennsylvania, on the 10th day of January, 1997.
AMP INCORPORATED
By: /s/ J.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 or her 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 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 or her 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 January 10, 1997.
Signature Capacity
/s/ J.E. Marley Chairman of the Board and a Director
James E. Marley
/s/ William J. Hudson Chief Executive Officer and President and
William J. Hudson a Director
(Principal Executive Officer)
/s/ Robert Ripp Vice President and Chief Financial Officer
Robert Ripp (Principal Financial and Accounting
Officer)
<PAGE>
/s/ William S. Urkiel, Jr. Controller
William S. Urkiel, Jr.
Director
Dexter F. Baker
/s/ Ralph D. DeNunzio Director
Ralph D. DeNunzio
/s/ Barbara H. Franklin Director
Barbara H. Franklin
/s/ Joseph M. Hixon Director
Joseph M. Hixon
/s/ J. Magliochetti Director
Joseph M. Magliochetti
/s/ Harold A. McInnes Director
Harold A. McInnes
/s/ J.J. Meyer Director
Jerome J. Meyer
/s/ John C. Morley Director
John C. Morley
Director
Paul G. Schloemer
Director
Takeo Shiina
<PAGE>
INDEX TO EXHIBITS
Exhibit Description Sequentially
Number Numbered
Page
3.1 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). <PAGE>
<PAGE>
3.2 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).
4.1 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).
4.2 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.
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
(incorporated by reference to Exhibit 99 to
the Registration Statement on Form S-3 filed
on March 26, 1996).
<PAGE>
EXHIBIT 5
January 10, 1997
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
Re: AMP Incorporated
Registration Statement on Form S-3
filed January 10, 1997
(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 995,608 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,
/s/ D.F. Henschel
David F. Henschel
Associate General Legal Counsel<PAGE>
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated February 16, 1996 incorporated by reference in AMP
Incorporated's Form 10-K for the year ended December 31, 1995 and to
all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
January 9, 1997 <PAGE>
