<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
JUNE 20, 1997
AMPHENOL CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 1-10879 22-2785165
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
358 Hall Avenue 06492
Wallingford, Connecticut (Zip Code)
(Address principal
executive offices)
Registrant's telephone number, including area code: (203) 265-8900
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
In accordance with Item 304 of Regulation S-K, the following
information pertains to the change in Registrant's Certifying Accountant:
(i) Deloitte & Touche LLP ("Deloitte") has been appointed as the
Registrant's certified public accountants replacing Price Waterhouse LLP
("Price Waterhouse") who has been dismissed, effective June 13, 1997;
(ii) The Price Waterhouse reports on the financial statements of
the Company for the years ended December 31, 1995 and 1996 do not contain an
adverse opinion or a disclaimer of opinion, nor was either report qualified or
modified as to uncertainty, audit scope, or accounting principles;
(iii) The Company's decision to change its accountants was approved
by its Board of Directors on June 13, 1997;
(iv) The Registrant had no disagreements with Price Waterhouse on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure in any of the Registrant's two most
recent fiscal years ending December 31, 1995 and 1996 or the subsequent interim
period ending June 13, 1997 which disagreements, if not resolved to the
satisfaction of Price Waterhouse, would have caused it to make reference to the
subject matter of such disagreement in connection with its report for the
fiscal years ending December 31, 1995 and 1996 or in connection with any report
which might be issued for any subsequent interim period ending June 13, 1997;
(v) None of the kind of events listed in subsections (A) through
(D) of Item 304 (a)(l)(v) of Regulation S-K occurred during either of the
Registrant's two most recent fiscal years ending December 31, 1995 or 1996 or
during the subsequent interim period ending June 13, 1997.
Item 7. Exhibits
16. Letter to Securities and Exchange Commission from Price Waterhouse
LLP dated June 20, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
AMPHENOL CORPORATION
Date: June 20, 1997 By: /s/Edward G. Jepsen
- ------------------- -----------------------
Edward G. Jepsen
Director, Executive Vice President
and Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
Exhibit 16.
Price Waterhouse LLP
June 20, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4 of Amphenol Corporation's Form 8-K dated June 20, 1997 and
are in agreement with the statements contained therein as they relate to Price
Waterhouse LLP.
Yours very truly,
Price Waterhouse LLP
