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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
BroadBand Technologies, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
111309 10 0
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(CUSIP Number)
David F. Henschel
AMP Incorporated
P.O. Box 3608
Harrisburg, Pennsylvania 17105
(717) 592-4205
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 9, 1997
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(Date of Event which Requires
Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this Schedule because of Rule 13d-1 (b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this Statement: [ ]
(continued on following pages)
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Page 1 of 6 Pages
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______________________________ _______________________________
| Cusip No. 111309 10 0 | 13D | Page 2 of 6 Pages |
|______________________________| |_______________________________|
______________________________________________________________________
|1 |NAME OF REPORTING PERSONS AMP Incorporated |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF 23-0332575 |
| | ABOVE PERSONS |
|----------------------------------------------------------------------|
|2 |CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ] |
| | (b) [ ] |
| | |
|----------------------------------------------------------------------|
|3 |SEC USE ONLY |
| | |
| | |
|----------------------------------------------------------------------|
|4 |SOURCE OF FUNDS* |
| | |
| | |
|----------------------------------------------------------------------|
|5 |CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |
| |IS REQUIRED PURSUANT TO 2(d) OR 2(e) [ ] |
| | |
|----------------------------------------------------------------------|
|6 |CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania |
| | |
| | |
|----------------------------------------------------------------------|
| NUMBER OF |7 | SOLE VOTING POWER 1,073,063 |
| SHARES |---------------------------------------------------------|
|BENEFICIALLY|8 | SHARED VOTING POWER |
| OWNED BY |---------------------------------------------------------|
| EACH |9 | SOLE DISPOSITIVE POWER 1,073,063 |
| REPORTING |---------------------------------------------------------|
|PERSON WITH |10 | SHARED DISPOSITIVE POWER |
|----------------------------------------------------------------------|
|11 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 1,073,063 |
|----------------------------------------------------------------------|
|12 |CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
| |CERTAIN SHARES* |
| | [ ] |
|----------------------------------------------------------------------|
|13 |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 8.08% |
|----------------------------------------------------------------------|
|12 |TYPE OF REPORTING PERSON* |
| | CO |
| | |
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 6 Pages
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This Amendment No. 2 to the Schedule 13D dated July 9, 1993 (the
("Schedule 13D") that was filed with the Securities and Exchange Commission on
July 12, 1993 by AMP Incorporated, a Pennsylvania corporation ("AMP"), relates
to the Common Stock, par value of $.01 per share (the "Common Stock"), of
BroadBand Technologies, Inc., a Delaware Corporation (the "Company") and amends
Items 2, 3, 4, 5 and 6 of the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby further amended to indicate:
1) AMP has approximately 45,000 employees and 244 facilities located in
50 countries and doing business in over 100 countries. AMP serves over
200,000 customer locations worldwide in the following industries:
automotive, aerospace, computer networking, power and utilities,
telecommunications, industrial, and consumer goods. AMP offers over
700,000 part numbers in over 440 product families, one of the broadest
ranges of connection devices.
2) With respect to AMP's Executive Officers, the following changes have
occurred:
a) Effective January 1, 1995, Benjamin Savidge retired as a director
and the Executive Vice President and Chief Financial Officer, and
Robert Ripp was elected Vice President and Chief Financial
Officer of AMP.
b) In 1995, Richard P. Clark became President and CEO of M/A-COM,
Inc., a wholly owned subsidiary of AMP that designs and
manufactures microwave, millimeter wave, wireless telephone and
radio frequency interconnection components to the wireless data
and telecommunications industries. In addition, William S. Urkiel
replaced David C. Cornelius as Controller of AMP, and Jean Gorjat
retired as Vice President, Asia/Pacific, and Herbert M. Cole was
elected President, Asia/Pacific. Richard P. Clark's business
address is 1011 Pawtucket Boulevard, Lowell, MA 01854 and Herbert
M. Cole's business address is KSP, C-7F, No. 725, 3-2-1 Sakado,
Takatsu-ku, Kawasaki, Kanagawa 213, Japan.
c) In 1996, John E. Gurski was elected President, Global Operations
of AMP.
d) In 1997, Rudolf Gassner was elected President, Global Personal
Computer Division of AMP; Juergen W. Gromer was elected
President, Global Automotive Division; Javad K. Hassan was
elected President, Global Communications Business Group; Nazario
Proietto was elected President, Power Technology Division and
Phillipe Lemaitre was elected Vice President and Chief Technology
Officer. Rudolf Gassner's business address is 3705 Paxton Street,
Harrisburg, PA 1711-1416; Juergen W. Gromer's business address is
Ampere Str. 7-11, 63225 Langen, Germany; Javad K. Hassan's
business address is The Pavilion, Stoke House, Stoke Green, Stoke
Poges, Slough SL2 4JL, United Kingdom; and Nazario Proietto's
business address is Corso Fratelli Cervi 15, 10093 Collegno
(Torino), Italy.
3) With respect to AMP's Directors, the following changes have occurred:
a) Effective December 31, 1994, Jeffrey J. Burdge and William E.
Dearden retired as directors of AMP.
Page 3 of 6 Pages
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b) Effective January 1, 1995, Takeo Shiina, Chairman of the Advisory
Council of IBM Japan, Ltd., a manufacturer of computer systems,
and a member of the European and Asian Advisory Boards of Bankers
Trust Company, became a director of AMP. His business address is
2-12, Roppongi 3-chome, Minato-ku, Tokyo 106, Japan.
c) Effective January 23, 1996, Jerome J. Meyer, Chairman and CEO of
Tektronix, Inc., became a director of AMP. His business address
is 26600 SW Parkway, Wilsonville, OR 97070-1000.
d) Effective July 24, 1996, Joseph M. Magliochetti, President of
Dana Corporation, became a director of AMP. His business address
is 4500 Dorr Street, Toledo, OH 43615.
e) Effective December 31, 1996, Walter F. Raab retired as a director
of AMP.
4) During the last five years, neither AMP nor, to its knowledge, any of
its executive officers or directors, including but not limited to
Richard P. Clark, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or have been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such entity or person was
or is subject to a judgment, decree a final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect
to such laws.
5) Except as indicated below, each of the current executive officers and
directors of AMP, including but not limited to Richard P. Clark, is a
citizen of the United States. Takeo Shiina is a citizen of Japan,
Juergen W. Gromer is a citizen of Germany, Rudolf Gassner is a citizen
of the United States and Germany, Phillipe Lemaitre is a citizen of
the United States and France, and Nazario Proietto is a citizen of the
United States and Italy.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby further amended to state that the source of funds used by
Richard P. Clark, the only executive officer (or director) of AMP known to hold
any securities of the Company, to exercise options that he holds in the Common
Stock of the Company or to otherwise acquire shares of such stock will be from
personal financial resources, including but not limited to cash, other
securities, loans and cashless exercises. The amount of such funds will be
dependent on the number of options or shares of the Company's Common Stock, if
any, that Mr. Clark elects to exercise or acquire.
Item 4. Purpose of the Transaction.
Item 4, as previously amended, is hereby further amended by deleting the
last paragraph thereof in its entirety and substituting the following in its
place:
AMP may, as strictly an investment decision, sell all or a portion of the
securities of the Company that AMP now holds. Prior to November 3, 1993, AMP was
subject to the terms of a Holdback Agreement that it entered into on May 25,
1993 in connection with the Company's initial public offering. That agreement
prohibited AMP from selling, transferring, assigning or making any other
Page 4 of 6 Pages
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disposition of any securities of the Company held by AMP until after December
27, 1993 without obtaining the prior written consent of the underwriters
managing that offering. On November 3, 1993, AMP entered into a second Holdback
Agreement in connection with the Company's secondary public offering. Under the
terms of the second Holdback Agreement, AMP agreed not to sell, transfer, assign
or make any other disposition of any securities of the Company held by AMP for
the period ending 120 days after the effective date of the registration
statement for said secondary public offering, which effectively was the period
ending March 4, 1994, without first obtaining the prior written consent of the
underwriters managing that offering. Since March 4, 1994, AMP has been under no
restrictions with respect to the sale of the Company's securities.
Richard P. Clark may, as strictly an investment decision, exercise all or
any portion of the options he holds or may hereafter receive from the Company in
the Common Stock of the Company, purchase shares of the Common Stock of the
Company other than by the exercise of options, and/or sell any such acquired
shares in the Common Stock of the Company.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety to read as follows:
1) As of September 9, 1997, AMP beneficially owned a total of 1,073,063
shares of Common Stock of the Company, constituting approximately
8.08% of the 13,278,972 outstanding shares of Common Stock of the
Company. The number of shares of Common Stock of the Company
outstanding is the number of such shares outstanding effective August
8, 1997, as such number was disclosed in the Form 10-Q filed by the
Company for the quarterly period ended June 30, 1997.
As of September 9, 1997, Richard P. Clark beneficially owned a total
of 13,832 shares of Common Stock of the Company, consisting of 13,832
options that are vested and by which Mr. Clark has the right to
acquire shares of Common Stock of the Company within 60 days. These
13,832 shares that are beneficially owned by Mr. Clark represent
approximately 0.01% of the 13,278,972 outstanding shares of Common
Stock of the Company.
2) AMP has sole voting and dispositive power with respect to all the
shares of Common Stock of the Company beneficially owned by it.
Richard P. Clark has sole voting and dispositive power with respect to
all the shares of Common Stock of the Company beneficially owned by
him.
3) Transactions in the Common Stock of the Company effected by AMP during
the past 60 days are set forth below; no transactions in the Common
Stock of the Company have been effected by Richard P. Clark during the
past 60 days. The sale described below was effected by a sale of the
indicated shares of Common Stock on the open market pursuant to Rule
144.
Closing Date Price Quantity Sold Total Price
------------ ----- ------------- -----------
09/09/97 $10.00 20,000 $200,000
(d) Not applicable.
(e) Not applicable.
Page 5 of 6 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between AMP and Richard P. Clark or between AMP and/or
Richard P. Clark and any third person with respect to any securities of the
Company.
Moreover, to the best of AMP's knowledge and belief, there are no current
agreements or understandings between either AMP or Richard P. Clark and the
Company.
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 10, 1997
AMP Incorporated
/s/ Robert Ripp
By:_____________________________
Robert Ripp
Vice President,
Chief Financial Officer
Page 6 of 6 Pages
