SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Amphenol Corporation
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(Name of Issuer)
Class A Common Stock, Par Value $.001 Per Share
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(Title of Class of Securities)
032095101
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(CUSIP Number)
David P. Falck, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1438
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 19, 1997
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(Date of Event which Requires
Filing of this Statement)
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: |_|
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SCHEDULE 13D
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CUSIP NO. 032095101 |
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence J. DeGeorge
###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) | |
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH PERSON 0
WITH ---------------------------------
9. SOLE DISPOSITIVE POWER
0
--------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
0
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 032095101 |
|
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Florence A. DeGeorge
###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) | |
- --------------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH PERSON 0
WITH --------------------------------
9. SOLE DISPOSITIVE POWER
0
--------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
0
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
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<PAGE>
AMENDMENT NO. 8
TO
SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the Class A Common Stock, par value $.001 per share (the "Amphenol Common
Stock"), of Amphenol Corporation, a Delaware corporation ("Amphenol").
Amphenol's principal executive offices are located at 358 Hall Avenue,
Wallingford, Connecticut 06492.
Item 2. Identity and Background.
This statement was originally filed by LPL Technologies Inc.
and Lawrence J. DeGeorge pursuant to Section 13(d)(1) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 13d-1 promulgated
thereunder, and is being amended pursuant to Section 13(d)(2) of the Exchange
Act and Rule 13d-2 promulgated thereunder by the following persons
(collectively, the "Filing Parties"):
1. Lawrence J. DeGeorge. Prior to May 19, 1997, Mr.
DeGeorge's principal occupation was Chairman of the Board
of Directors of Amphenol. His principal address is 176
Spyglass Lane, Jupiter, Florida 33477.
2. Florence A. DeGeorge. Mrs. DeGeorge is the wife of
Mr. DeGeorge and, prior to May 19, 1997, her principal
occupation was Director of Facilities and member of the
Board of Directors of Amphenol. Her principal address is
176 Spyglass Lane, Jupiter, Florida 33477.
Neither of the Filing Parties has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither of the Filing Parties has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or 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.
Each of the Filing Parties is a citizen of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
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<PAGE>
Item 4. Purpose of Transaction.
On May 19, 1997, NXS Acquisition Corp., which is an
affiliate of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), merged with and into
Amphenol (the "Merger"), pursuant to an Agreement and Plan of Merger, dated as
of January 23, 1997 and amended as of April 9, 1997 (the "Merger Agreement").
Pursuant to the terms of the Merger Agreement and the respective elections of
such holders to receive cash consideration in the Merger, all of the shares of
Amphenol Common Stock held by Lawrence J. DeGeorge (6,929,602 shares), Florence
A. DeGeorge (2,702,546 shares) and the Lawrence J. and Florence A. DeGeorge
Charitable Trust (the "Trust") (1,730,770 shares, of which 1,245,166 shares were
deemed to be beneficially owned by Mr. DeGeorge and 485,604 shares were deemed
to be beneficially owned by Mrs. DeGeorge) were converted at the time of the
Merger into the right to receive $26.00 per share in cash.
In connection with the Merger, the Filing Parties resigned
from their respective offices with Amphenol.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on May 19, 1997, neither the
Filing Parties nor the Trust beneficially owns any shares of Amphenol Common
Stock.
(b) N/A
(c) As described in Item 4 above, on May 19, 1997, pursuant to
the terms of the Merger Agreement and the respective elections of such holders
to receive cash consideration in the Merger, all of the shares of Amphenol
Common Stock held by Lawrence J. DeGeorge (6,929,602 shares), Florence A.
DeGeorge (2,702,546 shares) and the Trust (1,730,770 shares, of which 1,245,166
shares were deemed to be beneficially owned by Mr. DeGeorge and 485,604 shares
were deemed to be beneficially owned by Mrs. DeGeorge) were converted into the
right to receive $26.00 per share in cash.
Except as disclosed in this Item 5(c), neither the Filing
Parties nor the Trust has effected any transactions in shares of Amphenol Common
Stock during the past 60 days.
(d) N/A
(e) On May 19, 1997, each of the Filing Parties and the Trust
ceased to be a beneficial owner of more than five percent of the outstanding
Amphenol Common Stock.
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
On January 23, 1997, each of Lawrence J. DeGeorge, Florence A.
DeGeorge, the Trust and Lawrence F. DeGeorge (collectively, the "Major
Stockholders") entered into a Stockholders Agreement (the "1997 Stockholders
Agreement") with NXS I, L.L.C. ("NXS"), which is an affiliate of KKR. Pursuant
to the 1997 Stockholders Agreement, the Major Stockholders agreed (and, to that
effect, granted an irrevocable proxy to NXS) to vote their respective shares of
Amphenol Common Stock in favor of the Merger, upon the terms and conditions set
forth in the Merger Agreement, and to vote against certain other actions or
transactions, as provided therein.
The Major Stockholders also agreed in the 1997 Stockholders
Agreement, among other things, to elect to convert all of their shares of
Amphenol Common Stock for cash, to refrain from soliciting or responding to
certain inquiries or proposals regarding Amphenol, to comply with certain
restrictions upon transfer of their shares of Amphenol Common Stock, to waive
any rights of appraisal available in the Merger and to comply with certain
non-compete provisions specified therein.
With the exception of the covenant not to compete,
substantially all of the obligations of the Major Stockholders under the 1997
Stockholders Agreement terminated upon consummation of the Merger.
In connection with the Merger, the Stockholders' Agreement
(the "1992 Stockholders Agreement") dated as of December 22, 1992 among
Amphenol and certain stockholders named therein (including the Filing Parties)
was terminated. The 1992 Stockholders Agreement had granted certain director
designation rights to the Filing Parties and certain registration rights to the
stockholders named therein in respect of Amphenol Common Stock held thereby.
The summaries presented above of certain provisions of the
Merger Agreement and the 1997 Stockholders Agreement are not intended to be
complete and are qualified in their entirety by reference to the full text of
such agreements, copies of which are filed as exhibits hereto.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement dated January 5, 1995 by
and among Lawrence J. DeGeorge, Florence A.
DeGeorge and DLF Partnership (incorporated by
reference as filed in Amendment No. 5 to Schedule
13D relating to Amphenol Corporation filed on
January 6, 1995).
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<PAGE>
Exhibit B - Agreement and Plan of Merger dated as of January
23, 1997 and amendment thereto dated as of April
9, 1997 (incorporated by reference as filed in
Registration Statement on Form S-4 (File No.
333-25195) of Amphenol).
Exhibit C - 1997 Stockholders Agreement (incorporated by
reference as filed in Registration Statement on
Form S-4 (File No. 333-25195) of Amphenol).
After reasonable inquiry and to the best knowledge and belief of
each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
DATED: May 22, 1997 /s/ LAWRENCE J. DEGEORGE
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Lawrence J. DeGeorge
/s/ FLORENCE A. DEGEORGE
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Florence A. DeGeorge
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