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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):
MAY 9, 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
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Item 5. Other Events.
The Company has issued a press release announcing the execution of
a Memorandum of Understanding relating to the settlement of two class action
lawsuits relating to the Company's proposed merger with NXS Acquisition Corp.,
a subsidiary of an affiliate of Kohlberg Kravis Roberts & Co. L.P. The press
release is filed herewith as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
99.1 Press Release of Amphenol Corporation dated May 9, 1997.
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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: May 9, 1997 By: /s/Edward G. Jepsen
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Edward G. Jepsen
Director, Executive Vice President
and Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
Exhibit 99.1
FOR IMMEDIATE RELEASE
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SHAREHOLDER CLASS ACTIONS TO BE SETTLED
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Wallingford, Connecticut. May 9, 1997. Amphenol Corporation
(NYSE:APH) today announced the signing of a Memorandum of Understanding with
respect to settlement of two shareholder class actions brought in the Chancery
Court of the State of Delaware. These actions allege violations of fiduciary
obligations arising out of the execution of a Merger Agreement providing for
the merger of Amphenol with NXS Acquisition Corp. (NXS), a subsidiary of an
affiliate of Kohlberg Kravis Roberts & Co., L.P. (KKR). A special meeting of
Amphenol shareholders to consider adoption and approval of the Merger Agreement
will be held on May 14, 1997.
Under the terms of the Memorandum of Understanding, NXS will waive
its right to collect $5 million of a breakup fee of $37.5 million to which it
would be entitled under certain circumstances described in the Merger
Agreement. In addition, in the event that, during the next eighteen months,
Amphenol or any KKR affiliate buys any Amphenol stock from the public, and
after such purchase affiliates of KKR own more than 90% of the issued and
outstanding shares of Amphenol stock, Amphenol or the KKR affiliate will pay at
least $26 for each share so purchased constituting a share in excess of 90% of
such issued and outstanding shares. The plaintiff class will, in turn, release
Amphenol, its officers and directors, KKR and NXS from any claims arising from
or relating to the transactions contemplated by the Merger Agreement.
The settlement is subject to the execution of a stipulation of
settlement and approval by the Chancery Court of the State of Delaware
following notice to be provided to the stockholders of Amphenol constituting
the plaintiff class. The Memorandum of Understanding specifically provides that
the settlement does not constitute any admission of liability by Amphenol or
any other party with respect to the matters alleged in the class actions.
