AMPHENOL CORP /DE/, 424B1, 1999-12-08

AMPHENOL CORP /DE/
424B1, 1999-12-08
ELECTRONIC CONNECTORS

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<PAGE>
Filed Pursuant to Rule 424(b)(1)
Registration No. 333-91183
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PROSPECTUS
DECEMBER 7, 1999

AMPHENOL CORPORATION
2,750,000 SHARES OF CLASS A COMMON STOCK

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THE COMPANY:

- - We are one of the world's largest designers, manufacturers and marketers of
electrical, electronic and fiber optic connectors, interconnect systems and
coaxial and flat-ribbon cable.

- - The primary end markets for our products are voice, video and data
communications systems, including wireless handsets, cable television systems
and personal computer peripherals; commercial and military aerospace
electronics; automotive and mass transportation applications; and industrial
factory automation equipment.

- - Amphenol Corporation
358 Hall Avenue
Wallingford, CT 06492
(203) 265-8900

NYSE SYMBOL: APH

THE OFFERING:

- - We are offering 2,750,000 shares in the offering.

- - Stockholders are not selling shares in the offering.

- - The underwriters have an option to purchase an additional 412,500 shares from
us to cover over-allotments.

- - There is an existing trading market for the shares. The last reported sale
price on the NYSE on December 7, 1999 was $69.5625 per share.

- - We plan to use the proceeds from the offering to redeem part of our
outstanding senior subordinated debt and to repay part of our bank term loan.

- - Closing: December 10, 1999.

<TABLE>
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Per Share Total
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<S> <C> <C>

Public offering price: $69.5625 $191,296,875
Underwriting fees: $ 3.4700 $ 9,542,500
Proceeds to Amphenol: $66.0925 $181,754,375
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</TABLE>

THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 8.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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DONALDSON, LUFKIN & JENRETTE
<PAGE>
LEHMAN BROTHERS
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary..................... 1

Risk Factors........................... 8

Use of Proceeds........................ 13

Price Range of Class A Common Stock
and Dividend Policy.................. 13

Capitalization......................... 14

Selected Consolidated Financial Data... 15

Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 17
</TABLE>

Business............................... 23

Management............................. 33

Description of Capital Stock........... 35

Underwriting........................... 36

Legal Matters.......................... 38

Experts................................ 38

Where You Can Find More Information.... 38

Index to Consolidated Financial
Statements........................... F-1
</TABLE>
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(This page intentionally left blank.)
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SECTION SUMMARIZES MORE DETAILED INFORMATION PRESENTED LATER
IN THIS PROSPECTUS. YOU SHOULD READ THE ENTIRE PROSPECTUS, INCLUDING THE "RISK
FACTORS." UNLESS THE CONTEXT OTHERWISE SUGGESTS, "WE," "US," "OUR" AND SIMILAR
TERMS, AS WELL AS REFERENCES TO "AMPHENOL" OR THE "COMPANY," ALL REFER TO
AMPHENOL CORPORATION AND ITS SUBSIDIARIES UNLESS THE CONTEXT REQUIRES OTHERWISE.
THE ADDRESS AND TELEPHONE NUMBER OF AMPHENOL'S PRINCIPAL EXECUTIVE OFFICES ARE
358 HALL AVENUE, WALLINGFORD, CONNECTICUT 06492, (203) 265-8900. UNLESS
INDICATED OTHERWISE, THE INFORMATION CONTAINED IN THIS PROSPECTUS ASSUMES THAT
THE UNDERWRITERS' OVER-ALLOTMENT OPTION IS NOT EXERCISED.

THE COMPANY

We are one of the world's largest designers, manufacturers and marketers of
electrical, electronic and fiber optic connectors, interconnect systems and
coaxial and flat-ribbon cable. The primary end markets for our products are:

- communication systems for the converging technologies of voice, video and
data communications;

- commercial and military aerospace electronics applications; and

- industrial factory automation equipment and automotive and mass
transportation applications.

We focus on optimizing our mix of higher margin, higher growth
application-specific products in our product offerings and maintaining
continuing programs of productivity improvement. As a result of these
initiatives, our operating profit margin has increased from 13.5% in fiscal year
1993 to 15.6% for the twelve months ended September 30, 1999. For the twelve
months ended September 30, 1999 we reported net sales, operating profit and net
income of $974.8 million, $151.8 million and $38.6 million, respectively. The
table below summarizes information regarding our primary markets and end
applications for our products:

<TABLE>
<CAPTION>
COMMERCIAL AND
MILITARY AEROSPACE AND
OTHER MILITARY ELECTRONICS INDUSTRIAL, TRANSPORTATION
COMMUNICATIONS APPLICATIONS AND OTHER
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<S> <C> <C> <C>
PERCENTAGE 59% (including 24% for the 20% 21%
OF SALES* cable television market)

PRIMARY Voice Military and Commercial Factory Automation
END - wireless handsets and Aircraft Instrumentation Systems
APPLICATIONS personal communication - avionics Automobile Systems
devices - engine controls Mass Transportation Systems
- base stations and other - flight controls Oil Exploration
wireless infrastructure - entertainment systems
Video Missile Systems
- cable television coaxial Battlefield Communications
cables, connectors and set Satellite and Space Station
top converters Programs
Data
- cable modems
- personal computers and
related peripherals
</TABLE>

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*For the nine months ended September 30, 1999.

1
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We design and manufacture connectors and interconnect systems which are used
primarily to conduct electrical and optical signals for a wide range of
sophisticated electronic applications. We believe, based primarily on published
market research, that we are one of the largest connector manufacturers in the
world. We have developed a broad range of connector and interconnect products to
serve the rapidly growing and converging voice, video and data communications
markets. These markets include wireless communications, including cellular and
personal communication networks, fiber optic networks and broadband cable
networks. Based primarily on published market research, we also believe that we
are the leading supplier of high performance environmental connectors that
require superior performance and reliability under conditions of stress and in
hostile environments. These conditions are frequently encountered in commercial
and military aerospace applications and other demanding industrial applications
such as oil exploration, medical instrumentation and off-road construction. We
are also one of the leaders in developing interconnect products for factory
automation, machine tools, instrumentation systems, mass transportation
applications and automotive safety applications including airbags, pretensioner
seatbelts and anti-lock braking systems.

We believe that the worldwide industry for interconnect products and systems
is highly fragmented with over 2,000 producers of connectors worldwide, of which
the 10 largest, including Amphenol, accounted for a combined market share of
approximately 32% in 1998. Industry analysts estimate that the total sales for
the industry were approximately $34 billion in 1998.

Our Times Fiber subsidiary is the world's second largest producer of coaxial
cable for the cable television market. We believe that our Times Fiber unit is
one of the lowest cost producers of coaxial cable for the cable television
market, and that it is one of the technological leaders in increasing the
bandwidth of coaxial cable products. For example, our Times Fiber unit was the
first to standardize a coaxial cable with a 1 GHZ bandwidth, and all of its
coaxial cable presently has that bandwidth capability. Our coaxial cable and
connector products are used in cable television systems including full service
cable television/telecommunication systems being installed by cable operators
and telecommunication companies offering video, voice and data services. We are
also a major supplier of coaxial cable to the developing international cable
television markets. In addition, we have developed coaxial cable products, in
conjunction with connector products, used in the infrastructure for wireless
communication systems.

We are a global manufacturer employing advanced manufacturing processes. We
manufacture and assemble our products at facilities in North America, South
America, Europe, Asia and Australia. We sell our connector products through our
own global sales force and independent manufacturers' representatives to
thousands of original equipment manufacturers, which we refer to as "OEMs," in
52 countries throughout the world as well as through a global network of
electronics distributors. We sell our coaxial cable products primarily to cable
television operators and to telecommunication companies who have entered the
broadband communications market. For the first nine months of 1999,
approximately 57% of our net sales were in North America, 27% were in Europe and
16% were in Asia and other countries.

We implement our product development strategy through product design teams
and collaboration arrangements with customers which results in our obtaining
approved vendor status for our customer's new products and programs. We seek to
have our products become widely accepted within the industry for similar
applications and products manufactured by other potential customers, which we
believe will provide additional sources of future revenue. By developing
application-specific products, we have decreased our exposure to standard
products which generally experience greater pricing pressure. In addition to
product design teams and customer collaboration arrangements, we use key account
managers to manage customer relationships on a global basis such that we can
bring to bear our total resources to meet the worldwide needs of our
multinational customers. We are also focused on making strategic acquisitions in
some markets to further broaden and enhance our product offerings and expand our
global capabilities.

2
<PAGE>
Management and partnerships affiliated with Kohlberg Kravis Roberts & Co.,
L.P. ("KKR") purchased 75% of our Class A common stock in May 1997 through a
merger and recapitalization (the "Recapitalization"). KKR, through its
affiliates, owned 73.7% of our Class A common stock as of November 12, 1999. No
existing stockholders, including management and partnerships affiliated with
KKR, will sell shares in this offering. After the offering, on a pro forma
basis, KKR, through its affiliates, will own approximately 63.9% of our Class A
common stock.

COMPETITIVE STRENGTHS

LEADER IN GROWING MARKET SEGMENTS

We serve diverse markets within the connector industry such as the worldwide
communications, aerospace, industrial and automotive markets and growing
segments within these markets. We are a leader in the design, manufacture and
marketing of connector and interconnect systems in the rapidly growing and
converging markets of voice, video and data communications. We are also a leader
in developing coaxial cable products for cable television systems; we have been
one of the technological leaders in expanding the bandwidth characteristics of
coaxial cable so as to permit greater channel capacity for offering enhanced
voice, video and data communications. We have also developed interconnect
technology for sophisticated military and commercial avionics applications as
well as for use in the international Space Station Program. In addition, we have
pioneered the development of interconnect products for automotive safety systems
such as airbags and pretensioner seatbelts and have been an innovator in the
development of motion control connector products for factory automation.

CLOSE RELATIONSHIPS WITH MAJOR OEMS

GLOBAL PRESENCE

EXTENSIVE PRODUCT LINE

BROAD CUSTOMER BASE

3
<PAGE>
STRONG MANAGEMENT TEAM

Our senior management team has successfully led us through rapid changes in
the connector and interconnect industry. This management team has focused on
solidifying our position as a leading provider of connector and interconnect
technology in our core markets. Our management team has been working together
since 1987 and our managers have significant experience in our industry.

BUSINESS STRATEGY

FOCUS ON RAPIDLY GROWING COMMUNICATIONS SEGMENT

EXPAND SALES OF BROADBAND PRODUCTS

We believe that the increasing demand for enhanced services from existing
cable television systems and the relatively low penetration rate for cable
television in countries outside of the United States provides significant
opportunity for future growth of coaxial cable and other broadband interconnect
products. The demands of the digital age for high-speed Internet access, video
on demand, specialized programming, etc., all place significant emphasis on
expanded bandwidth for network delivery systems. Cable system developments are
currently planned in a number of different countries, including large portions
of Europe, Asia and Latin America. We believe that we are well positioned to
take advantage of these opportunities because we are one of the world's leading
producers of coaxial cable and broadband interconnect products and because we
have extensive relationships with many of the multinational cable operators that
are upgrading and expanding in the domestic and international markets.

DEVELOP APPLICATION-SPECIFIC PRODUCTS FOR OEMS

EXPAND PRODUCT LINES

EXPAND GLOBAL PRESENCE

4
<PAGE>
that this type of international expansion will enable us to take advantage of
the lower manufacturing costs in some countries. We have established low-cost
manufacturing and assembly facilities in the three major geographical markets of
the Americas, Europe and Asia.

PURSUE STRATEGIC ACQUISITIONS AND INVESTMENTS

THE OFFERING

Class A common stock offered(1).............. 2,750,000 shares

Class A common stock to be outstanding
after the offering(2)...................... 20,615,544 shares

Use of Proceeds.............................. We plan to use the proceeds from the offering
to redeem part of our outstanding senior
subordinated debt and to repay part of our
bank term loan.

NYSE symbol for the Class A common stock..... APH
</TABLE>

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(1) Excludes 412,500 shares of Class A common stock to be sold if the
underwriters' over-allotment option is exercised in full. See
"Underwriting."

(2) Based upon outstanding shares as of October 1, 1999 and exclusive of up to
1,481,946 shares issuable on the exercise of stock options in connection
with employee benefit plans.

5
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated financial data for the three years ended
December 31, 1998, has been derived from the consolidated financial statements
of Amphenol and should be read in conjunction with the consolidated financial
statements and notes thereto incorporated herein by reference and
"Capitalization," "Selected Consolidated Financial Data" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this prospectus. The unaudited financial information
presented below for the nine-month period ended September 30, 1999, reflects all
normal and recurring adjustments which, in the opinion of management, are
necessary for a fair presentation of Amphenol's consolidated results of
operations and financial position for such periods. The information shown for
the nine-month periods is not necessarily indicative of full year results. The
pro forma data set forth under the "Year Ended December 31, 1998" and "Nine
Months Ended September 30, 1999" columns in the "Pro Forma Income Statement
Data" section of the following table gives effect to the offering as if it had
occurred on the first day of each period. The pro forma data set forth under the
"As Adjusted for the Offering" column gives effect to the offering as if it had
occurred on September 30, 1999.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------------- -------------------------
1996 1997 1998 1998 1999
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(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.............................. $ 776,221 $ 884,348 $ 918,877 $ 685,501 $ 741,459
Cost and expenses:
Cost of sales, excluding depreciation
and amortization................... 494,689 572,092 601,930 447,494 487,685
Depreciation and amortization
expense............................ 17,846 20,428 23,553 17,181 21,057
Selling, general and administrative
expense............................ 114,746 125,064 131,966 98,191 107,428
Amortization of goodwill............. 10,962 11,316 11,701 8,653 9,263
----------- ----------- ----------- ----------- -----------

Operating income....................... 137,978 155,448 149,727 113,982 116,026
Interest expense....................... (24,617) (64,713) (81,199) (60,745) (59,673)
Other expenses, net(1)................. (3,696) (3,561) (4,545) (3,022) (3,817)
----------- ----------- ----------- ----------- -----------

Income before income taxes and
extraordinary item................... 109,665 87,174 63,983 50,215 52,536
Provision for income taxes............. (42,087) (35,910) (27,473) (21,975) (22,248)
----------- ----------- ----------- ----------- -----------

Income before extraordinary item....... 67,578 51,264 36,510 28,240 30,288
Extraordinary item:
Loss on early extinguishment of debt,
net of income taxes of $14,728..... -- (24,547) -- -- --
----------- ----------- ----------- ----------- -----------
Net income........................... $ 67,578 $ 26,717 $ 36,510 $ 28,240 $ 30,288
=========== =========== =========== =========== ===========
Net income per common share:
Income before extraordinary item..... $ 1.45 $ 1.84 $ 2.07 $ 1.60 $ 1.70
Extraordinary loss................... -- (.88) -- -- --
----------- ----------- ----------- ----------- -----------
Net income........................... $ 1.45 $ .96 $ 2.07 $ 1.60 $ 1.70
=========== =========== =========== =========== ===========

Average common shares outstanding...... 46,649,541 27,806,260 17,663,212 17,596,608 17,863,510
Net income per common share--assuming
dilution:
Income before extraordinary item..... $ 1.45 $ 1.83 $ 2.03 $ 1.58 $ 1.67
Extraordinary loss................... -- (.88) -- -- --
----------- ----------- ----------- ----------- -----------
Net income........................... $ 1.45 $ .95 $ 2.03 $ 1.58 $ 1.67
=========== =========== =========== =========== ===========
Average common shares outstanding--
assuming dilution.................... 46,720,900 28,002,977 17,942,397 17,927,434 18,107,502
</TABLE>

6
<PAGE>

OTHER DATA:
EBITDA................................. $168,180 $188,471 $192,090 $142,109 $150,099
</TABLE>

<TABLE>
<CAPTION>
AS OF
SEPTEMBER 30, 1999
-------------------------------
AS ADJUSTED
ACTUAL FOR THE OFFERING
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(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash and short-term cash investments...................... $ 8,969 $ 8,969
Working capital........................................... 193,040 193,040
Total assets.............................................. 848,163 844,282
Total debt (including current portion).................... 939,918 763,501
Total shareholders' (deficit)............................. (265,110) (92,574)
</TABLE>

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(1) Other expenses for the year ended December 31, 1997 includes $2,500 of other
expenses related to the Recapitalization.

For purposes of the financial data set forth above in the table, "EBITDA"
represents earnings before interest expense, other financing fees associated
with program fees on sale of accounts receivable, interest income, income taxes,
and depreciation and amortization expense, and excludes minority interest and
includes other adjustments as defined in our bank credit facility. EBITDA is not
intended to represent cash flow from operations as defined by generally accepted
accounting principles and should not be used as an alternative to net income as
an indicator of our operating performance or to cash flow as a measure of
liquidity. EBITDA is included in the prospectus as it is a basis upon which we
assess our financial performance, and certain covenants in our borrowing
arrangements are tied to similar measures. EBITDA, as presented, represents a
useful measure of assessing our ongoing operating activities without the impact
of financing activity and non-recurring charges. While EBITDA is frequently used
as a measure of operations and the ability to meet debt service requirements, it
is not necessarily comparable to other similarly titled captions of other
companies due to the potential inconsistencies in the method of calculation.

7
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RISK FACTORS

BEFORE YOU INVEST IN OUR CLASS A COMMON STOCK, YOU SHOULD BE AWARE OF
VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CAREFULLY CONSIDER
THESE RISK FACTORS, TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN THIS
PROSPECTUS, BEFORE YOU DECIDE WHETHER TO PURCHASE SHARES OF OUR CLASS A COMMON
STOCK.

WE HAVE SUBSTANTIAL LEVERAGE AND DEBT OBLIGATIONS

As of September 30, 1999, after giving pro forma effect to the offering, we
would have $763.5 million of consolidated indebtedness and $92.6 million of
consolidated shareholders' deficit. As of September 30, 1999 and after giving
pro forma effect to the offering, we had $136.5 million available to be borrowed
under our bank credit facility (including both the term loan and revolving
credit portions). We and our subsidiaries may incur additional indebtedness in
the future, subject to certain limitations contained in the instruments
governing our indebtedness. We will continue to have significant debt service
obligations.

Our debt service obligations could have important consequences to our
operations, including:

- a substantial portion of our cash flow available from operations after
satisfying some liabilities arising in the ordinary course of business
will be dedicated to the payment of principal and interest on our
indebtedness, thereby reducing the funds that would otherwise be available
to us, including funds for acquisitions and future business opportunities;

- our ability to obtain additional financing in the future may be limited;

- some of our borrowings (including, but not limited to, the amounts
borrowed under our bank credit facility) are at variable rates of
interest, which could cause us to be vulnerable to increases in interest
rates;

- our flexibility in planning for, or reacting to, changes in our business
and the industry may be limited;

- our higher degree of leverage may make us relatively more vulnerable to
economic downturns and competitive pressures; and

- a substantial decrease in our net operating cash flows or an increase in
our expenses could make it difficult for us to meet our debt service
requirements or force us to modify our operations.

Our ability to make scheduled payments of the principal of, or to pay
interest on, or to refinance our indebtedness and to make scheduled payments
under our operating leases depends on our future performance, which to a certain
extent is subject to economic, financial, competitive and other factors beyond
our control. Based upon the current level of operations and anticipated growth,
management believes that future cash flow from operations, together with
available borrowings under our bank credit facility, will be adequate to meet
our anticipated requirements for capital expenditures, working capital, interest
payments and scheduled principal payments. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources." There can be no assurance, however, that our business will continue
to generate sufficient cash flows from operations in the future to service our
debt and make necessary capital expenditures after satisfying liabilities
arising in the ordinary course of business. If we are not able to service our
debt, we may be required to refinance all or a portion of our existing debt, to
sell assets or to obtain additional financing. There can be no assurance that
any refinancing would be possible or that any such sales of assets or additional
financing could be achieved.

8
<PAGE>
WE ARE INCREASINGLY DEPENDENT ON THE TELECOMMUNICATIONS INDUSTRY, INCLUDING THE
WIRELESS COMMUNICATIONS INDUSTRY

Approximately 17% of our revenues came from sales to the telecommunications
industry, including the wireless communications industry in the nine month
period ended September 30, 1999, as compared to 12% in the comparable period in
1998. Demand for these products is subject to rapid technological change (see
"--We are dependent on the acceptance of new product introductions for continued
revenue growth"). This market is dominated by several large manufacturers who
regularly exert significant price pressure on their suppliers, including us.
There can be no assurance that we will be able to continue to compete
successfully in our sales to the telecommunications industry, and our failure to
do so could impair our results of operations.

WE ARE DEPENDENT ON THE CABLE TELEVISION INDUSTRY AND CABLE TELEVISION CAPITAL
SPENDING

Approximately one quarter of our revenues come from sales to the cable
television industry. Demand for our cable television products depends primarily
on capital spending by cable television operators for constructing, rebuilding
or upgrading their systems. The amount of this capital spending, and, therefore,
our sales and profitability will be affected by a variety of factors, including
general economic conditions, acquisitions of cable television operators by
non-cable television operators, cable system consolidation within the industry,
the financial condition of domestic cable television operators and their access
to financing, competition from satellite and wireless television providers and
telephone companies, technological developments and new legislation and
regulation of cable television operators. There can be no assurance that cable
television capital spending will increase from historical levels or that
existing levels of cable television capital spending will be maintained.

Although the domestic cable television industry is comprised of
approximately 10,900 cable systems, a small number of cable television operators
own a majority of cable television systems and account for a majority of the
capital expenditures made by cable television operators. The loss of some or all
of our principal cable television customers could have a material adverse effect
on our business.

CHANGES IN MILITARY EXPENDITURES MAY REDUCE OUR SALES

We are a major supplier of high performance environmental connectors for
military applications. The U.S. defense budget has been declining in real terms
since the mid-1980s, resulting in some delays in new program starts, program
deferrals and program cancellations. Sales under contracts with the U.S.
government or under contracts with subcontractors that identified the U.S.
government as the ultimate purchaser represented approximately 8% of our sales
for the year ended December 31, 1998, compared to approximately 9% for 1997 and
8% for 1996. Additionally, we sell our products to the U.S. government through
our distributors. Our participation across a broad spectrum of defense programs
is such that we believe that no one military program accounted for more than 2%
of 1998 net sales. A significant further decline in U.S. military expenditures
could adversely affect our sales.

WE ENCOUNTER COMPETITION IN SUBSTANTIALLY ALL AREAS OF OUR BUSINESS

We compete primarily on the basis of product quality, price, engineering,
customer service and delivery time. Competitors include large, diversified
companies, some of which have substantially greater assets and financial
resources than we do, as well as medium to smaller companies. In the area of
coaxial cable for cable television, we believe that we and CommScope, Inc. are
the primary providers of such cable; however, CommScope is larger than Amphenol
in this market. There can be no assurance that additional competitors will not
enter our existing markets, nor can there be any assurance that we will be able
to compete successfully against existing or new competition.

9
<PAGE>
WE ARE DEPENDENT ON THE ACCEPTANCE OF NEW PRODUCT INTRODUCTIONS FOR CONTINUED
REVENUE GROWTH

Management estimates that products introduced in the last two years
accounted for approximately 20% of net sales for the nine months ended
September 30, 1999. Our long-term results of operations depend substantially
upon our ability to continue to conceive, design, source and market new products
and upon continuing market acceptance of our existing and future product lines.
In the ordinary course of our business, we continually develop or create new
product line concepts. If we fail or are significantly delayed in introducing
new product line concepts or if our new products do not meet with market
acceptance, our results of operations may be impaired.

OUR ACTIONS MAY BE RESTRICTED BY LOAN COVENANTS

Our credit facility and the indenture relating to our senior subordinated
notes contain numerous financial and operating covenants that limit the
discretion of our management with respect to some business matters. The
covenants place significant restrictions on, among other things, our ability to
incur additional indebtedness, to create liens or other encumbrances, to make
some payments and investments, to sell or otherwise dispose of assets, and to
merge or consolidate with other entities. The credit facility also requires us
to meet some financial ratios and tests. A failure to comply with the
obligations contained in the credit facility or the indenture could result in an
event of default under either the credit facility or the indenture, which could
result in the acceleration of the related debt and the acceleration of debt
under other instruments evidencing indebtedness that may contain cross-
acceleration or cross-default provisions.

OUR RESULTS MAY BE NEGATIVELY AFFECTED BY CHANGING INTEREST RATES

We are subject to market risk from exposure to changes in interest rates
based on our financing activities. We utilize interest rate swap agreements to
manage and mitigate our exposure to changes in interest rates. At September 30,
1999, we had interest rate protection in the form of such swaps that effectively
fixed our LIBOR interest rate on $450 million of floating rate bank debt at
5.76%. At September 30, 1999, the three month LIBOR rate was approximately
6.08%. These swap agreements are in effect to the extent that LIBOR remains
below 7% for $300 million of debt and remains below 8% for an additional
$150 million of debt. These swap agreements expire in July 2002. A 10% change in
the LIBOR interest rate at September 30, 1999 would have the effect of
increasing or decreasing interest expense by approximately $1.5 million.
However, if the LIBOR interest rate increased above 7% (a 15% increase from the
LIBOR interest rate at September 30, 1999), further increases above 7% would
have a more significant effect in increasing interest expense. We do not expect
changes in interest rates to have a material effect on income or cash flows in
1999, although there can be no assurance that interest rates will not
significantly change.

OUR RESULTS MAY BE NEGATIVELY AFFECTED BY FOREIGN CURRENCY EXCHANGE RATES

We conduct business in several major international currencies through our
worldwide operations, and as a result we are subject to foreign exchange
exposures due to changes in exchange rates of the various currencies. Changes in
exchange rates can positively or negatively affect our sales, gross margins and
retained earnings. We attempt to minimize currency exposure risk by producing
our products in the same country or region in which the products are sold and
thereby generating revenues and incurring expenses in the same currency and by
managing our working capital; however, there can be no assurance that this
approach will be successful, especially in the event of a significant and sudden
decline in the value of any of the international currencies of our worldwide
operations. In addition, we periodically enter into foreign exchange contracts
to hedge our transaction exposures. At September 30, 1999 we had no outstanding
foreign exchange contracts. We do not engage in purchasing forward exchange
contracts for speculative purposes.

10
<PAGE>
OUR OPERATING RESULTS MAY BE ADVERSELY AFFECTED BY FOREIGN OPERATIONS

International manufacturing and sales are subject to inherent risks,
including changes in local economic or political conditions, the imposition of
currency exchange restrictions, unexpected changes in regulatory environments,
potentially adverse tax consequences and the exchange rate risk discussed above.
There can be no assurance that these factors will not have a material adverse
impact on our production capabilities or otherwise adversely affect our business
and operating results.

EXISTING STOCKHOLDERS MAY SELL THEIR CLASS A COMMON STOCK WHICH MAY REDUCE OUR
STOCK PRICE

We cannot predict the effect, if any, that future sales of shares, or the
availability of shares for future sale, will have on the market price of the
Class A common stock. Sales of substantial amounts of Class A common stock
(including shares issued upon the exercise of stock options), or the perception
that such sales could occur, may adversely affect prevailing market prices for
the Class A common stock. Amphenol, its officers and directors and some of its
stockholders (which in the aggregate owned 13,434,319 shares at November 12,
1999), including affiliates of KKR, are not selling shares in this offering and
have agreed not to offer, sell, contract to sell or otherwise dispose of any
Class A common stock for a period of 90 days after the date of this prospectus
without the written consent of Donaldson, Lufkin & Jenrette Securities
Corporation.

WE WILL CONTINUE TO BE CONTROLLED BY AFFILIATES OF KKR AS LONG AS IT CONTROLS A
MAJORITY OF OUR OUTSTANDING VOTING STOCK, AND OUR OTHER STOCKHOLDERS WILL BE
UNABLE TO AFFECT THE OUTCOME OF STOCKHOLDERS' VOTING DURING SUCH TIME

13,165,745 shares or approximately 73.7% of the outstanding shares of
Class A common stock are held on a fully diluted basis by three limited
partnerships affiliated with KKR, KKR 1996 Fund L.P., NXS Associates L.P. and
KKR Partners II L.P. (the "KKR Partnerships") organized at the direction of KKR
and who are controlled by affiliates of KKR. KKR and its affiliates are not
selling shares in the offering. After the offering, the KKR Partnerships will
own 13,165,745 shares or approximately 63.9% of our outstanding Class A common
stock on a fully diluted basis and will continue to control us. Accordingly,
affiliates of KKR will be able to elect the entire Board, control the management
and policies of Amphenol and, in general, determine (without the consent of our
other stockholders) the outcome of any corporate transaction or other matter
submitted to the stockholders for approval, including mergers, consolidations
and the sale of all or substantially all of Amphenol's assets. Affiliates of KKR
will also be able to prevent or cause a change in control of Amphenol and will
be able, under most circumstances, to amend our charter or bylaws at any time.
The directors elected by the KKR Partnerships will have the authority to effect
decisions affecting the capital structure of Amphenol, including the issuance of
additional capital stock, the implementation of stock repurchase programs and
the declaration of dividends. In addition, there can be no assurance that the
interests of KKR and its affiliates will not conflict with the interest of the
other holders of the Class A common stock.

FAILURE TO ACHIEVE YEAR 2000 READINESS COULD DISRUPT OPERATIONS AND CAUSE
FINANCIAL LOSSES WHICH COULD DECREASE OUR STOCK PRICE

We believe we have replaced all of our systems that were not Year 2000
compliant. However, if any of our systems are not compliant or if our customers,
buying agencies, manufacturers or shippers fail to achieve Year 2000 compliance,
we may experience the following adverse consequences:

- We may be unable to receive our products due to failures by our
manufacturers, buying agencies or shippers;

- Our customers may be unable to place orders with us due either to our
system failures or those of our customers; and

11
<PAGE>
- We may be unable to deliver our products on a timely basis.

For a description of our Year 2000 compliance efforts you should read
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Information Systems and the Year 2000."

THIS PROSPECTUS INCLUDES FORWARD-LOOKING STATEMENTS

Some of the matters discussed under the captions "Prospectus Summary," "Risk
Factors," "Business" and elsewhere in this prospectus include forward-looking
statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act").
Statements that are predictive in nature, that depend upon or refer to future
events or conditions or that include words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates" and similar expressions are
forward-looking statements. Although we believe that these statements are based
upon reasonable assumptions, we can give no assurance that our goals will be
achieved. These forward-looking statements are made as of the date of this
prospectus, and we assume no obligation to update them or the reasons why actual
results may differ. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Cautionary Statements for Purposes of
Forward-Looking Information."

12
<PAGE>
USE OF PROCEEDS

The net proceeds to Amphenol from the sale of the 2,750,000 shares of
Class A common stock offered hereby, after deducting the underwriting fees and
estimated offering expenses of $10.2 million, are estimated to be approximately
$181.1 million, based on a price per share of $69.5625. These proceeds will be
used to redeem $96.0 million principal amount of Amphenol's 9 7/8% Senior
Subordinated Notes due 2007, pay associated prepayment penalties and expenses,
net of tax benefits and repay $80.5 million of indebtedness under one of
Amphenol's term loans. The term loan will mature in May 2005. At September 30,
1999, the interest rate on the term loan to be partially repaid was 8.1% per
annum.

PRICE RANGE OF CLASS A COMMON STOCK AND DIVIDEND POLICY

Our Class A common stock is listed on the New York Stock Exchange (the
"NYSE"). The following table sets forth the range of high and low sale prices as
reported on the NYSE Composite Transactions Tape during the periods indicated:

<TABLE>
<CAPTION>
PERIOD HIGH LOW
- ------ -------- --------
<S> <C> <C>
1996
First Quarter............................................. $26 $20 1/8
Second Quarter............................................ 27 5/8 19 7/8
Third Quarter............................................. 22 7/8 18 3/4
Fourth Quarter............................................ 23 19

1997
First Quarter............................................. $26 1/8 $21 1/2
Second Quarter............................................ 39 23
Third Quarter............................................. 43 13/16 38 1/2
Fourth Quarter............................................ 56 5/8 42 7/8

1998
First Quarter............................................. $64 $52 3/4
Second Quarter............................................ 61 5/8 39
Third Quarter............................................. 44 1/4 29 5/16
Fourth Quarter............................................ 35 1/2 27

1999
First Quarter............................................. $38 1/2 $29 7/16
Second Quarter............................................ 40 3/8 34 1/2
Third Quarter............................................. 56 5/8 39 5/16
Fourth Quarter (through December 7, 1999)................. 70 1/4 45 3/4
</TABLE>

The last reported sale price of the Class A common stock on the NYSE on
December 7, 1999, was $69.5625 per share.

Holders of Class A common stock are entitled to receive cash dividends when
declared by the Board out of funds legally available. Since our initial public
offering in 1991, we have not paid any cash dividends on our Class A common
stock and we do not have any present intention to commence payment of any cash
dividends. We intend to retain earnings to provide funds for the operation and
expansion of our business and to repay outstanding indebtedness.

Currently we are restricted from declaring and paying any cash dividends on,
or repurchasing our Class A common stock under some covenants contained in our
debt agreements.

13
<PAGE>
CAPITALIZATION

The following table sets forth our consolidated capitalization as of
September 30, 1999, and as adjusted to give effect to (i) the receipt by us of
the net proceeds from the offering, after deducting the underwriting discount
and estimated offering expenses payable by us, and (ii) the application of the
net proceeds as described under "Use of Proceeds." The following table should be
read in conjunction with our consolidated financial statements and notes thereto
included elsewhere in this prospectus.

<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1999
----------------------------
AS ADJUSTED
ACTUAL FOR THE OFFERING
--------- ----------------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt (including current portion):
Revolving credit facility................................. $ 5,500 $ 5,583
Term loan facility........................................ 680,000 599,500
9 7/8% Senior Subordinated Notes due 2007................. 240,000 144,000
Other debt (a)............................................ 14,418 14,418
--------- ---------
Total long-term debt.................................... 939,918 763,501

Stockholders' deficit:
Class A common stock, par value $.001 per share;
40,000,000 shares authorized............................ 18 21
Additional paid-in deficit................................ (499,793) (318,709)
Accumulated earnings (b).................................. 245,149 236,598
Accumulated other comprehensive loss...................... (10,484) (10,484)
--------- ---------
Total stockholders' deficit............................. (265,110) (92,574)
--------- ---------
Total capitalization........................................ $ 674,808 $ 670,927
========= =========
</TABLE>

- ------------------------

(a) Represents debt of foreign subsidiaries and capital leases.

(b) Accumulated earnings as adjusted for the offering has been reduced by
$13,361, less applicable taxes of $4,810, to writeoff deferred financing
costs and the premium associated with the purchase of the 9 7/8% Senior
Subordinated Notes.

14
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial information has been derived
from our consolidated financial statements for (i) each of the two years in the
period ended December 31, 1998, which statements have been audited by
Deloitte & Touche LLP, (ii) the year ended December 31, 1996, which statements
have been audited by PricewaterhouseCoopers LLP and (iii) the unaudited nine
month periods ended September 30, 1998 and 1999. The information set forth below
should be read in conjunction with our consolidated financial statements and
notes thereto and "Capitalization" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
prospectus. The financial information presented below for the nine month periods
ended September 30, 1998 and 1999, reflects all normal and recurring adjustments
which, in the opinion of management, are necessary for a fair presentation of
our consolidated results of operations and financial position for such periods.
The information shown for the nine-month periods is not necessarily indicative
of full year results. The pro forma data set forth under the "Year Ended
December 31, 1998" and "Nine Months Ended September 30, 1999" columns in the
"Pro Forma Income Statement Data" section of the following table gives effect to
the offering as if it had occurred on the first day of each period. The pro
forma data set forth under the "As Adjusted for the Offering" column gives
effect to the offering as if it had occurred on September 30, 1999.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------ -----------------------
1996 1997 1998 1998 1999
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.............................. $ 776,221 $ 884,348 $ 918,877 $ 685,501 $ 741,459
Cost and expenses:
Cost of sales, excluding depreciation
and amortization................... 494,689 572,092 601,930 447,494 487,685
Depreciation and amortization
expense............................ 17,846 20,428 23,553 17,181 21,057
Selling, general and administrative
expense............................ 114,746 125,064 131,966 98,191 107,428
Amortization of goodwill............. 10,962 11,316 11,701 8,653 9,263
---------- ---------- ---------- ---------- ----------
Operating income....................... 137,978 155,448 149,727 113,982 116,026
Interest expense....................... (24,617) (64,713) (81,199) (60,745) (59,673)
Other expenses, net(1)................. (3,696) (3,561) (4,545) (3,022) (3,817)
---------- ---------- ---------- ---------- ----------
Income before income taxes and
extraordinary item................... 109,665 87,174 63,983 50,215 52,536
Provision for income taxes............. (42,087) (35,910) (27,473) (21,975) (22,248)
---------- ---------- ---------- ---------- ----------
Income before extraordinary item....... 67,578 51,264 36,510 28,240 30,288
Extraordinary item:
Loss on early extinguishment of debt,
net of income taxes of $14,728..... -- (24,547) -- -- --
---------- ---------- ---------- ---------- ----------
Net income........................... $ 67,578 $ 26,717 $ 36,510 $ 28,240 $ 30,288
========== ========== ========== ========== ==========
Net income per common share:
Income before extraordinary item..... $ 1.45 $ 1.84 $ 2.07 $ 1.60 $ 1.70
Extraordinary loss................... -- (.88) -- -- --
---------- ---------- ---------- ---------- ----------
Net income........................... $ 1.45 $ .96 $ 2.07 $ 1.60 $ 1.70
========== ========== ========== ========== ==========
Average common shares outstanding...... 46,649,541 27,806,260 17,663,212 17,596,608 17,863,510
Net income per common share--assuming
dilution:
Income before extraordinary item..... $ 1.45 $ 1.83 $ 2.03 $ 1.58 $ 1.67
Extraordinary loss................... -- (.88) -- -- --
---------- ---------- ---------- ---------- ----------
Net income........................... $ 1.45 $ .95 $ 2.03 $ 1.58 $ 1.67
========== ========== ========== ========== ==========
Average common shares outstanding--
assuming dilution.................... 46,720,900 28,002,977 17,942,397 17,927,434 18,107,502
</TABLE>

15
<PAGE>

OTHER DATA:
EBITDA................................. $168,180 $188,471 $192,090 $142,109 $150,099
</TABLE>

<TABLE>
<CAPTION>
AS OF
SEPTEMBER 30, 1999
-------------------------------
AS ADJUSTED
ACTUAL FOR THE OFFERING
------------ ----------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA (AT PERIOD END):
Cash and short-term cash investments...................... $ 8,969 $ 8,969
Working capital........................................... 193,040 193,040
Total assets.............................................. 848,163 844,282
Total debt (including current portion).................... 939,918 763,501
Total shareholders' (deficit)............................. (265,110) (92,574)
</TABLE>

- ------------------------

(1) Other expenses for the year ended December 31, 1997 includes $2,500 of other
expenses related to the Recapitalization.

16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited
consolidated financial statements and notes for the three years ended
December 31, 1998 and our condensed consolidated financial statements and notes
for the nine months ended September 30, 1999 included elsewhere in this
prospectus.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 1998

Net sales for the third quarter of 1999 increased 12% to $256.9 million
compared to $229.0 million for the third quarter of 1998. Net sales for the nine
months ended September 30, 1999 increased 8% to $741.5 million compared to
$685.5 million for the comparable 1998 period. The increase in sales for the
third quarter and nine-month 1999 periods is primarily attributable to increased
sales of products and interconnect systems for wireless and broadband
communication applications offset in part by a decline in interconnect products
for aerospace applications. Currency translation had the effect of reducing
sales in the third quarter 1999 by approximately $1.6 million and by
approximately $1.5 million in the nine-month period 1999 when compared to
exchange rates for the comparable 1998 periods.

The gross profit margin as a percentage of net sales (including depreciation
in cost of sales) remained constant at approximately 32% for the three and nine
months ended September 30, 1999 compared to the 1998 periods.

Selling, general and administrative expenses as a percentage of net sales
remained relatively constant at approximately 14% for the third quarter and nine
months ended September 30, 1999 and 1998, respectively.

Interest expense for the third quarter and nine months decreased to
$20.0 million and $59.7 million in 1999 from $20.5 million and $60.7 million in
1998, respectively. The decrease in both periods is primarily attributable to
lower interest rates on our term loan facility as well as reduced indebtedness
for the nine months ended September 30, 1999 compared to the 1998 period.

The provision for income taxes for the third quarter and nine months was
$8.3 million and $22.2 million in 1999 compared to $6.6 million and
$22.0 million in 1998, respectively. The 1999 estimated effective tax rate of
approximately 42% reflects federal, state and foreign taxes and the generally
non-deductible expense of goodwill amortization.

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH YEAR ENDED DECEMBER 31, 1997

Net sales were $918.9 million for the year ended December 31, 1998 compared
to $884.3 million for 1997. Sales of interconnect products and assemblies
increased 6% compared to 1997 ($718.1 million in 1998 versus $679.9 million in
1997). Such increase is primarily due to increased sales of interconnect
products and assemblies for wireless communications, data applications and smart
card acceptor devices. Sales of interconnect products for space, military and
commercial aviation applications increased slightly and were offset by a decline
in sales for industrial applications. Sales of cable products declined 2%
compared to 1997 ($200.8 million in 1998 versus $204.5 million in 1997). Sales
of coaxial cable for cable television increased in the U.S. as cable operators
began upgrading and expanding their systems to offer enhanced services; however,
the increase was offset by declines in sales in international cable television
markets, primarily Asia and Latin America, as a result of generally weak
economic conditions in those regions. Sales of flat ribbon cable, primarily for
data communication applications, were approximately even with the prior year.

17
<PAGE>
Geographically, sales in the U.S. in 1998 increased 8% compared to 1997
($499.9 million in 1998 versus $462.3 million in 1997); international sales for
1998, including export sales, decreased 1% in U.S. dollars ($419.0 million in
1998 versus $422.0 million in 1997) and increased approximately 1% in local
currency compared to 1997. The comparatively strong U.S. dollar in 1998 had the
currency effect of decreasing net sales by approximately $8.7 million when
compared to foreign currency translation rates in 1997.

The gross profit margin as a percentage of net sales (including depreciation
in cost of sales) decreased to 32% in 1998 from 33% in 1997. The decrease is
generally attributable to competitive pricing pressure on our coaxial cable
products.

Selling, general and administrative expenses as a percentage of sales
remained relatively constant at approximately 14% in 1998 compared to 1997.

Interest expense was $81.2 million for 1998 compared to $64.7 million for
1997. The increase is due to increased debt levels resulting from the
Recapitalization in May 1997.

Other expenses, net for 1998 was $4.5 million, an increase of $3.4 million
from 1997. The 1997 period included a gain on the sale of marketable securities
of $3.9 million. See Note 9 to our Consolidated Financial Statements set forth
elsewhere in this prospectus for details of the components of other expenses,
net.

The provision for income taxes for 1998 was at an effective rate of 42.9%
compared to an effective rate of 41.2% in 1997. The increase is generally
attributable to non-deductible expenses (goodwill amortization) being a higher
percentage of pretax income.

YEAR ENDED DECEMBER 31, 1997 COMPARED WITH YEAR ENDED DECEMBER 31, 1996

Net sales were $884.3 million for the year ended December 31, 1997 compared
to $776.2 million for 1996. Sales of interconnect products and assemblies
increased 16% compared to 1996 ($679.9 million in 1997 versus $585.0 million in
1996). Such increase is primarily due to increased sales for wireless
communications, data applications and smart card acceptor devices as well as new
and enhanced electronic aerospace and avionics interconnect systems for space,
military and commercial aviation applications. Sales of cable products increased
7% compared to 1996 ($204.5 million in 1997 versus $191.2 million in 1996). Such
increase is primarily due to increased sales of coaxial cable for international
cable television applications and increased sales of flat ribbon cable for
communication applications, partially offset by a decline in sales of coaxial
cable for U.S. cable television applications as a result of soft demand and
competitive pricing pressures.

Geographically, sales in the U.S. in 1997 increased 16% compared to 1996
($462.3 million in 1997 versus $397.0 million in 1996); international sales for
1997, including export sales, increased 11% in U.S. dollars ($422.0 million in
1997 versus $379.2 million in 1996) and increased approximately 18% in local
currencies compared to 1996. The comparatively stronger U.S. dollar in 1997 had
the currency translation effect of decreasing net sales by approximately
$24.6 million when compared to foreign currency translation rates in 1996.

The gross profit margin as a percentage of net sales (including depreciation
in cost of sales) decreased to 33% in 1997 from 34% in 1996. The decrease is
generally attributable to price reductions on our coaxial cable products
partially offset by increased sales of higher margin application-specific
connector products, increased efficiencies due to increased production rates for
certain connector products and continuing cost control programs.

Selling, general and administrative expenses as a percentage of sales
declined to approximately 14% in 1997 compared to approximately 15% in 1996
primarily as a result of higher sales volume in the 1997 period.

18
<PAGE>
Interest expense was $64.7 million for 1997 compared to $24.6 million for
1996. The increase is due to increased debt levels resulting from the
Recapitalization in May 1997.

Other expenses, net for 1997 was $1.1 million, a decrease of $2.6 million
from 1996. See Note 9 to our Consolidated Financial Statements set forth
elsewhere in this prospectus for details of the components of other expenses,
net.

The provision for income taxes for 1997 was at an effective rate of 41.2%
compared to an effective rate of 38.4% in 1996. The increase is generally
attributable to non-deductible expenses (goodwill amortization) being a higher
percentage of pre-tax income.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities was $40.2 million in the nine months
ended September 30, 1999 compared to $35.7 million in the 1998 period. The
increase in cash flow relates primarily to an increase in net income adjusted
for depreciation and amortization charges and offset in part by a net increase
in non-cash components of working capital.

In 1999, cash from operating activities was used to fund capital
expenditures of $18.3 million and acquisitions of $1.4 million, and to repay
indebtedness of $14.6 million. In 1998, cash from operating activities and
borrowings under the credit facility were used to fund capital expenditures of
$20.8 million and acquisitions of $30.4 million.

In conjunction with the Recapitalization in 1997, we entered into a
$900 million bank agreement with a syndicate of financial institutions (the
"Bank Agreement"), comprised of a $150 million revolving credit facility that
expires in the year 2004 and a $750 million term loan facility. The term loan
facility includes a $350 million Tranche A maturing over a 7 year period ending
2004, and a $375 million Tranche B with required amortization in 2005 and 2006.
The credit agreement is secured by pledges of 100% of the capital stock of our
direct domestic subsidiaries and 65% of the capital stock of direct material
foreign subsidiaries, and the agreement requires the maintenance of certain
interest coverage and leverage ratios, and includes limitations with respect to,
among other things, indebtedness, and restricted payments, including dividends
on our common stock. At September 30, 1999 there were $680 million of borrowings
outstanding under the term loan facility. Availability under the revolving
credit facility at September 30, 1999 was $136.5 million, after reduction of
$8.0 million for outstanding letters of credit. The availability under the
revolving credit facility will remain unchanged as a result of the offering. Pro
forma for the application of proceeds from the offering, borrowing outstanding
under the Bank Agreement was $605.1 million at September 30, 1999.

In July 1997, we entered into interest rate protection agreements that
effectively fixed our interest cost on $450 million of borrowings under the Bank
Agreement to the extent that LIBOR interest rates remain below 7% for
$300 million of borrowings and below 8% for $150 million of borrowings.

Our EBITDA as defined in the Bank Agreement was $150.1 million and
$142.1 million for the nine months ended September 30, 1999 and 1998,
respectively. EBITDA is not a defined term under Generally Accepted Accounting
Principles ("GAAP") and is not an alternative to operating income or cash flow
from operations as determined under GAAP. We believe that EBITDA provides
additional information for determining our ability to meet future debt service
requirements; however, EBITDA does not reflect cash available to fund debt
requirements.

Our primary ongoing cash requirements will be for debt service, capital
expenditures and product development activities. Our debt service requirements
consist primarily of principal and interest on bank borrowings and interest on
our 9 7/8% Senior Subordinated Notes due 2007. Pro forma for the application of
proceeds from the offering, the face value of the 9 7/8% Senior Subordinated
Notes due 2007 outstanding as of September 30, 1999 reduced from $240.0 million
to $144.0. We have not paid, and do not have any present intention to commence
payment of, cash dividends on our common stock.

19
<PAGE>
We expect that ongoing requirements for debt service, capital expenditures and
product development activities will be funded by internally-generated cash flow
and availability under our revolving credit facility. We may also use cash to
fund part or all of the cost of future acquisitions.

ENVIRONMENTAL MATTERS

Subsequent to the acquisition of Amphenol from Allied Signal Corporation in
1987, Amphenol and Allied have been named jointly and severally liable as
potentially responsible parties in relation to several environmental cleanup
sites. Amphenol and Allied have jointly consented to perform certain
investigations and remedial and monitoring activities at two sites and they have
been jointly ordered to perform work at another site. The responsibility for
costs incurred relating to these sites is apportioned between Amphenol and
Allied based on an agreement entered into in connection with the acquisition.
For sites covered by this agreement, to the extent that conditions or
circumstances occurred or existed at the time of or prior to the acquisition,
Allied is currently obligated to pay 80% of the costs up to $30.0 million and
100% of the costs in excess of $30.0 million. At September 30, 1999,
approximately $17.2 million of costs that have been incurred are covered by this
agreement. We do not believe that the costs associated with resolution of these
or any other environmental matters will have a material adverse effect on our
financial condition or results of operations.

RECENT ACCOUNTING CHANGE

In June 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("FAS 133"), "Accounting for Derivative
Instruments and Hedging Activities." This statement requires that an entity
recognize all derivatives as either assets or liabilities in the Statement of
Financial Position and measure those instruments at fair value. The accounting
for changes in the fair value of a derivative (that is, gains and losses)
depends on the intended use of the derivative and its resulting designation. We
are in the process of evaluating the effect this new standard will have on our
financial statements. We are required to adopt FAS 133, as amended by FAS 137,
beginning January 1, 2001.

INFORMATION SYSTEMS AND THE YEAR 2000

The Year 2000 issue is primarily the result of computer programs using a two
digit format, as opposed to four digits, to indicate the year. Such computer
systems will be unable to interpret dates beyond the year 1999, which could
cause a system failure or other computer errors, leading to a disruption in the
operation of such systems. In 1996, we began a systematic review of all of our
business information systems to ensure that the systems now in use worldwide
will be Year 2000 compliant before the turn of the century. We have established
a Year 2000 Program Management Group to provide overall guidance and direction
for this compliance mission. We initiated communications to all of our business
units focusing on the critical nature of this project and the Program Management
Group has continually monitored the progress and status of each business unit.
The Program Management Group has focused its efforts on four main areas:

- information systems software and hardware;

- non-information technology systems;

- facilities equipment; and

- customer and vendor relationships.

We upgraded and replaced existing information systems with Year 2000 compliant
versions of software at all principal business units. Our Year 2000 conversion
project is completed at all of our business units and we have not experienced
any significant impact on our business operations as a result of the conversion
process.

20
<PAGE>
We do not believe that the Year 2000 issue will have a material adverse
effect on our financial condition or results of operations. We operate a number
of business units worldwide and have a large supplier base and believe that this
will mitigate any adverse impact. Our beliefs and expectations, however, are
based on certain assumptions and expectations that ultimately may prove to be
inaccurate. Potential sources of risk include:

- the inability of principal suppliers to be Year 2000 ready, which could
result in delays in product deliveries from such suppliers,

- disruption of the product distribution channel, including ports and
transportation vendors and

- the general breakdown of necessary infrastructure such as electricity
supply.

We are developing contingency plans to reduce the impact of transactions with
non-compliant suppliers and other parties. Although there can be no assurance
that multiple business disruptions caused by technology failures can be
adequately anticipated, we are identifying various alternatives to minimize the
potential risk to our business operations.

We estimate the cost for our Year 2000 compliance efforts to be
approximately $3.0 million, including the cost of new systems and system
upgrades some of which will be capitalized. The cost is being funded through
operating cash flows. Our aggregate cost estimate does not include time and
costs that may be incurred by us as a result of the failure of any third
parties, including suppliers, to become Year 2000 ready or costs to implement
any contingency plans. Such costs are not anticipated to have a material impact
on our financial position, results of operations or cash flows.

EURO CURRENCY CONVERSION

On January 1, 1999, certain member countries of the European Union
established fixed conversion rates between their existing currencies and the
European Union's common currency (the "Euro"). The transition period for the
introduction of the Euro is between January 1, 1999 and January 1, 2002. We are
addressing issues associated with the Euro conversion and although we cannot
predict the overall impact of the Euro conversion at this time, we do not expect
that the Euro conversion will have a material adverse effect on our financial
condition or results of operations.

CAUTIONARY STATEMENTS FOR PURPOSES OF FORWARD-LOOKING INFORMATION

Statements made by us in written or oral form to various persons, including
statements made in this document and other filings with the Securities and
Exchange Commission, which we refer to in this prospectus as the "Commission,"
that are not strictly historical facts are "forward-looking" statements. Such
statements should be considered as subject to uncertainties that exist in our
operations and business environment. The following includes some, but not all,
of the factors or uncertainties that could cause us to fail to conform with
expectations and predictions:

- A global economic slowdown in any one, or all, of our market segments.

- The effects of significant changes in monetary and fiscal policies in the
U.S. and abroad including extreme currency fluctuations and unforeseen
inflationary pressures.

- Rapid and unforeseen price pressure on our products or significant cost
increases that cannot be recovered through price increases or productivity
improvements.

- Increased difficulties in obtaining a consistent supply of basic material
like steel, aluminum, copper, gold or plastic resins at stable pricing
levels.

- Unpredictable difficulties or delays in the development of new product
programs.

21
<PAGE>
- Significant changes in interest rates or in the availability of financing
for us or some of our customers.

- Rapid escalation of the cost of regulatory compliance and litigation.

- Unexpected government policies and regulations affecting us or our
significant customers.

- Unforeseen intergovernmental conflicts or actions, including but not
limited to armed conflict and trade wars.

- Difficulties and unanticipated expense of assimilating newly-acquired
businesses.

- Any difficulties in obtaining or retaining the management and other human
resource and competencies that we need to achieve our business objectives.

- The risks associated with any technological shift away from our
technologies and core competencies. For example, a technological shift
away from the use of coaxial cable in cable television/telecommunication
systems could have a substantial impact on our coaxial cable business.

- Unforeseen interruptions to our business with our largest customers,
distributors and suppliers resulting from, but not limited to, strikes,
financial instabilities, computer malfunctions or inventory excesses.

22
<PAGE>
BUSINESS

GENERAL

- communication systems for the converging technologies of voice, video and
data communications;

- commercial and military aerospace electronics applications; and

- industrial factory automation equipment and automotive and mass
transportation applications.

- ------------------

*For the nine months ended September 30, 1999.

We design and manufacture connectors and interconnect systems which are used
primarily to conduct electrical and optical signals for a wide range of
sophisticated electronic applications. We believe, based primarily on published
market research, that we are one of the largest connector manufacturers in the
world. We have developed a broad range of connector and interconnect products to
serve the rapidly growing and converging voice, video and data communications
markets. These markets include wireless communications including cellular and
personal communication networks, fiber optic networks and broadband cable
networks. Based primarily on published market research, we also

23
<PAGE>
believe that we are the leading supplier of high performance environmental
connectors that require superior performance and reliability under conditions of
stress and in hostile environments. These conditions are frequently encountered
in commercial and military aerospace applications and other demanding industrial
applications such as oil exploration, medical instrumentation and off-road
construction. We are also one of the leaders in developing interconnect products
for factory automation, machine tools, instrumentation systems, mass
transportation applications and automotive safety applications, including
airbags, pretensioner seatbelts and anti-lock braking systems.

We are a global manufacturer employing advanced manufacturing processes. We
manufacture and assemble our products at facilities in North America, South
America, Europe, Asia and Australia. We sell our connector products through our
own global sales force and independent manufacturers' representatives to
thousands of OEMs in 52 countries throughout the world as well as through a
global network of electronics distributors. We sell our coaxial cable products
primarily to cable television operators and to telecommunication companies who
have entered the broadband communications market. For the first nine months of
1999, approximately 57% of our net sales were in North America, 27% were in
Europe and 16% were in Asia and other countries.

We implement our product development strategy through product design teams
and collaboration arrangements with customers which result in our obtaining
approved vendor status for our customers' new products and programs. We seek to
have our products become widely accepted within the industry for similar
applications and products manufactured by other potential customers, which we
believe will provide additional sources of future revenue. By developing
application-specific products, we have decreased our exposure to standard
products which generally experience greater pricing pressure. In addition to
product design teams and customer collaboration arrangements, we use key account
managers to manage customer relationships on a global basis such that we can
bring to bear our total resources to meet the worldwide needs of our
multinational customers. We are also focused on making strategic acquisitions in
some markets to further broaden and enhance our product offerings and expand our
global capabilities.

Management and partnerships affiliated with KKR purchased 75% of our
Class A common stock in May 1997 through the Recapitalization. KKR, through its
affiliates, owned 73.7% of our Class A common stock as of November 12, 1999. No
existing stockholders, including management and partnerships affiliated with KKR
will sell shares in this offering. After the offering, on a pro forma basis,
KKR, through its affiliates, will own approximately 63.9% of our Class A common
stock.

24
<PAGE>
COMPETITIVE STRENGTHS

LEADER IN GROWING MARKET SEGMENTS

We serve diverse markets within the connector industry such as the worldwide
communications, aerospace, industrial and automotive markets and growing
segments within these markets. We are a leader in the design, manufacture and
marketing of connector and interconnect systems in the rapidly growing and
converging markets of voice, video and data communications. For instance, we
have a broad product offering of communications-related connector and
interconnect products used in base stations and handheld sets in wireless
communications, and interconnect acceptor devices used in smart card systems. We
are also a leader in developing coaxial cable products for cable television
systems; we have been one of the technological leaders in expanding the
bandwidth characteristics of coaxial cable so as to permit greater channel
capacity for offering enhanced voice, video and data communications. We have
also developed interconnect technology for sophisticated military and commercial
avionics applications as well as for use in the international Space Station
Program. In addition, we have pioneered the development of interconnect products
for automotive safety systems such as airbags and pretensioner seatbelts and
have been an innovator in the development of motion control connector products
for factory automation.

CLOSE RELATIONSHIPS WITH MAJOR OEMS

Due in part to our over 65 year history in the connector business and our
reputation for innovative, high quality interconnection products, we have
developed close relationships with many of our OEM customers in our various
product segments. To this end, we have achieved preferred supplier designations
from many OEMs, enabling us to work closely with these OEMs through product
design teams and collaborative arrangements to design and manufacture
application-specific products. Our key account managers enhance our role as a
supplier of application specific products for OEMs by directing customer
relationships on a global basis and bringing to bear our global resources to
satisfy the worldwide needs of our multinational OEMs.

GLOBAL PRESENCE

Approximately 48% of our sales for the nine months ended September 30, 1999
were outside the United States. We have 48 manufacturing and assembly operations
on five continents. Our products are sold through our global sales force and
independent manufacturers' representatives to thousands of OEMs in 52 countries
throughout the world as well as through a network of electronic distributors.
Our global presence enables us to serve the expanding global needs and
requirements of our existing multinational and international OEM customers and
to position ourselves to develop new customer relationships with other
multinational and international OEMs. We believe that having a local presence in
foreign markets in which our OEM customers operate is an important factor in our
ability to provide high quality products on a timely and efficient basis.
Moreover, we attain important operational advantages by developing and sharing
"best practices" across our international design and manufacturing network.

EXTENSIVE PRODUCT LINE

Through our advanced technological and design capabilities, we have
developed an extensive line of interconnect products for our customers worldwide
which resulted in sales of approximately 85,000 stock keeping units in 1998. By
offering a broad array of high quality products, we strive to provide
highly-engineered, reliable and value-added solutions for all of our customers'
interconnection needs. For example, based on our position as the leading
supplier in the high performance environmental connector market, we performed
certain research and development for, and are now producing, a family of
connectors comprising approximately 1,000 stock keeping units for use in the
international

25
<PAGE>
Space Station Program. We believe that the breadth of our product line combined
with our global presence is an important competitive advantage in an environment
in which many OEMs and other customers are reducing the size of their supplier
bases.

BROAD CUSTOMER BASE

Our products are used in a wide variety of applications at over 10,000
customer locations worldwide. Our largest commercial customer accounted for
approximately 5% of our net sales for the nine months ended September 30, 1999.
The U.S. government and its subcontractors accounted for 7% of our net sales for
the nine months ended September 30, 1999; however, we participate across a broad
spectrum of defense programs and believe that no single program accounted for
more than 2% of those net sales. Our products are also sold to additional
customer locations through eight of the 10 largest (based on sales) U.S.
electronics distributors, which we believe is an important competitive advantage
in effectively marketing our products. By servicing a broad array of customers
in a variety of different industries and countries, we strive to develop
opportunities to cross-market products and technologies.

STRONG MANAGEMENT TEAM

Our senior management team has successfully led Amphenol through rapid
changes in the connector and interconnect industry. This management team has
focused on solidifying our position as a leading provider of connector and
interconnect technology in our core markets. Our management team has been
working together since 1987 and our managers have significant experience in our
industry.

BUSINESS STRATEGY

FOCUS ON RAPIDLY GROWING COMMUNICATIONS SEGMENT

We intend to capitalize on the convergence in the communications sector of
voice, video and data technologies. The growth in recent years of mobile
communications and Internet utilization has been substantial. We believe,
however, that both technologies are in their infancy in terms of market
potential. For example, it is estimated that mobile telephone subscribers will
increase from the 1998 level of 280 million to 700 million by 2002. We will
continue to aggressively pursue infocom opportunities through the development of
new application-specific products to serve this expanding market. For instance,
we have developed a broad range of radio frequency connector products and
interconnect systems for the wireless communications market. Our technology for
smart card acceptor devices and other connector components are used in many of
the handheld cellular telephones in Europe and elsewhere.

EXPAND SALES OF BROADBAND PRODUCTS

We believe that the increasing demand for enhanced services from existing
cable television systems and the relatively low penetration rate for cable
television in countries outside of the United States provides significant
opportunity for future growth of coaxial cable and other broadband interconnect
products. For example, the demands of the digital age for high-speed Internet
access, video on demand, specialized programming, etc., all place significant
emphasis on expanded bandwidth for network delivery systems. In addition, it is
estimated that in 1998 only 31% of the television households in Europe, 17% of
such households in Asia and 14% of such households in Latin America subscribed
to some form of multichannel television service as compared to an estimated
subscription rate of 66% in the United States. Cable system developments are
currently planned in a number of different countries, including large portions
of Europe, Asia and Latin America. We believe that we are well positioned to
take advantage of these opportunities because we are one of the world's leading
producers of coaxial

26
<PAGE>
cable and broadband interconnect products and because we have extensive
relationships with many of the multinational cable operators that are upgrading
and expanding in the domestic and international markets.

DEVELOP APPLICATION-SPECIFIC PRODUCTS FOR OEMS

We seek to expand the scope and number of preferred supplier designations
and application-specific assignments we have with OEM customers. We work closely
with our network of OEM customers at the design stage to create and manufacture
innovative connector solutions to meet our customers' specific interconnection
needs. Our application-specific products designed and manufactured for OEMs in
this manner generally have higher value-added content than our other
interconnection products and have been developed across all of our product
lines. In addition to developing further our relationship with these OEMs and
providing a source of high value-added sales, this product development strategy
has a number of important ancillary benefits. For instance, once an application-
specific product has been developed for a specific OEM customer, such new
product often becomes widely accepted in the industry for similar applications
and products manufactured by other potential customers, thereby providing
additional sources of future revenue.

EXPAND PRODUCT LINES

Our product lines encompass market segments comprising approximately 50% of
the $34 billion connector industry. We have broad product lines for the markets
we serve; as an example, in 1998 our sales included approximately 85,000 stock
keeping units. We continuously strive to expand our product lines in order to
become a primary source supplier of interconnect solutions for many of our
customers. By expanding our product lines, we intend to leverage our extensive
customer relationships to cross-sell additional connector products. For example,
we developed and are now producing a broad line of radio frequency coaxial and
fiber optic connectors for the cable television industry, which we market to our
large base of existing coaxial cable customers. Moreover, in an environment in
which many OEMs and other customers are reducing the size of their supplier
bases, we believe that the expansion of our product lines will further solidify
our importance to existing customers and enable us to effectively market
products to new customers.

EXPAND GLOBAL PRESENCE

We intend to further expand our global manufacturing, sales and service
operations to better serve our existing client base, penetrate developing
markets and establish new customer relationships. As our multinational OEM
customers expand their international operations to take advantage of developing
markets and the lower manufacturing and labor costs of such markets, we intend
to similarly expand our international capabilities in order to provide
just-in-time facilities near these customers. We believe that this type of
international expansion will enable us to take advantage of the lower
manufacturing costs in some countries. We have established low-cost
manufacturing and assembly facilities in the three major geographical markets of
the Americas, Europe and Asia.

PURSUE STRATEGIC ACQUISITIONS AND INVESTMENTS

We intend to continue to pursue strategic acquisitions that complement our
existing business and further expand our product lines and technological
capabilities. We believe that the fragmented nature of the connector industry
provides significant opportunities for future strategic acquisitions.
Furthermore, we believe that we can improve the profitability of the acquired
companies through economies of scale. We believe that this offering should
position us to more effectively capitalize on acquisition opportunities.
Acquisition transactions are typically subject to numerous conditions, including
due diligence investigation, Board approval and negotiation of a definitive
purchase agreement. In evaluating acquisition targets, we consider, among other
things, the target's competitive

27
<PAGE>
market position, management team and growth position. At any time, we may have
one or more offers outstanding and may have executed one or more non-binding
letters of intent. In view of that fact that letters of intent are non-binding
and subject to various conditions, we cannot predict whether these letters of
intent will lead to definitive agreements, whether the terms of any such
definitive agreements will be the same as the terms contemplated by the letters
of intent or whether any transaction contemplated by a letter of intent will be
consummated.

BUSINESS SEGMENTS

The following table sets forth the dollar amounts of our net sales for our
business segments. For a discussion of factors affecting changes in sales by
business segment, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------------------ -------------------
1996 1997 1998 1998 1999
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
NET SALES BY BUSINESS SEGMENT:
Interconnect products and assemblies.... $585,033 $679,887 $718,109 $535,654 $563,085
Cable products.......................... 191,188 204,461 200,768 149,847 178,374
-------- -------- -------- -------- --------
TOTAL..................................... $776,221 $884,348 $918,877 $685,501 $741,459
======== ======== ======== ======== ========

NET SALES BY GEOGRAPHIC AREA:
United States operations................ $397,023 $462,349 $499,891 $378,349 $383,518
International operations (1)............ 379,198 421,999 418,986 307,152 357,941
-------- -------- -------- -------- --------
TOTAL..................................... $776,221 $884,348 $918,877 $685,501 $741,459
======== ======== ======== ======== ========
</TABLE>

- ------------------------

(1) Includes international coaxial cable sales, which are primarily export
sales.

INTERCONNECT PRODUCTS AND ASSEMBLIES. We produce a broad range of
interconnect products and assemblies primarily for voice, video and data
communication systems, commercial and military aerospace systems, automotive and
mass transportation applications, and industrial and factory automation
equipment. Interconnect products include connectors, which when attached to an
electronic or fiber optic cable, a printed circuit board or other device
facilitate electronic or fiber optic transmission. Interconnect assemblies
generally consist of a system of cable and connectors for linking electronic and
fiber optic equipment. We design and produce a broad range of connector products
used in communication applications, such as:

- smart card acceptor devices used in mobile GSM telephones, cable modems
and other applications to facilitate reading data from smart cards;

- fiber optic couplers and connectors used in fiber optic signal
transmission;

- input/output connectors used for linking personal computers and peripheral
equipment; and

- sculptured flexible circuits used for integrating printed circuit boards
in communication applications.

We also design and produce a broad range of radio frequency connector
products used in telecommunications, computer and office equipment,
instrumentation equipment and local area networks. Our radio frequency
connectors are used in base stations, hand held sets and other components of
cellular and personal communications networks. We have also developed a broad
line of radio frequency connectors for coaxial cable for full service cable
television/telecommunication networks. We believe, based primarily on published
market research, that we are the largest supplier of

28
<PAGE>
circular, military-specification connectors. Such connectors require superior
performance and reliability under conditions of stress and in hostile
environments. High performance environmental connectors are generally used to
interconnect electronic and fiber optic systems in sophisticated aerospace,
military, commercial and industrial equipment. These applications present
demanding technological requirements in that the connectors can be subject to
rapid and severe temperature changes, vibration, humidity and nuclear radiation.
Frequent applications of these connectors include aircraft, guided missiles,
radar, military vehicles, equipment for spacecraft, energy, medical
instrumentation and geophysical applications and off-road construction
equipment. We also design and produce industrial interconnect products used in a
variety of applications such as factory automation equipment, mass
transportation applications including railroads and marine transportation; and
automotive safety products including interconnect devices and systems used in
automotive airbags, pretensioner seatbelts and anti-lock braking systems. We
also design and produce highly-engineered cable assemblies. Such assemblies are
specially designed by us in conjunction with OEM customers for specific
applications, primarily for computer, wired and wireless communication systems
and office equipment applications. The cable assemblies utilize our connector
and cable products as well as components purchased from others.

CABLE PRODUCTS. We design, manufacture and market coaxial cable primarily
for use in the cable television industry. We manufacture two primary types of
coaxial cable: semi-flexible, which has an aluminum tubular shield, and
flexible, which has one or more braided metallic shields. Semi-flexible coaxial
cable is used in the trunk and feeder distribution portion of cable television
systems, and flexible cable (also known as drop cable) is used primarily for
hookups from the feeder cable to the cable television subscriber's residence.
Flexible cable is also used in other communication applications.

The rapid developments in fiber optic technologies, digital compression
(which allows several channels to be transmitted within the same bandwidth that
a single analog channel currently requires) and other communication
technologies, including our development of higher capacity coaxial cable, have
resulted in technologies which enable cable television systems to provide
channel capacity in excess of 500 channels. Such expanded channel capacity,
along with other component additions, will permit cable operators to offer full
service networks with a variety of capabilities including near video-on-demand,
pay-per-view special events, home shopping networks, interactive entertainment
and education services, telephone services and high-speed access to data
resources such as the Internet. With respect to expanded channel capacity
systems, cable operators have generally adopted, and we believe that for the
foreseeable future will continue to adopt, a cable system using both fiber optic
cable and coaxial cable. Such systems combine the advantages of fiber optic
cable in transmitting clear signals over a long distance without amplification,
with the advantages of coaxial cable in ease of installation, low cost and
compatibility with the receiving components of the customer's communications
devices. We believe that while system operators are likely to increase their use
of fiber optic cable for the trunk and feeder portions of the cable systems,
there will be an ongoing need for high capacity coaxial cable for the local
distribution and street-to-the-home portions of the cable system.

U.S. cable system designs are increasingly being employed in international
markets where cable television penetration is low. For example, it is estimated
that in 1998 only 31% of the television households in Europe subscribed to some
form of multichannel television service as compared to an estimated subscription
rate of 66% in the U.S. The estimated subscription rates in the Asian and Latin
American markets are even lower at approximately 15% and 14%, respectively. In
terms of television households, it is estimated that there are 256 million
television households in Europe, 453 million in Asia and 96 million in Latin
America. This compares to an estimated 96 million television households in the
U.S. In 1998, we had sales of coaxial cable in approximately 50 countries, and
we believe the development of cable television systems in international markets
presents a significant opportunity to increase sales of our coaxial cable
products.

29
<PAGE>
We are also a leading producer of flat-ribbon cable, a cable made of wires
assembled side by side such that the finished cable is flat. Flat-ribbon cable
is used to connect internal components in systems with space and component
configuration limitations. The product is used in computer and office equipment
components as well as in a variety of telecommunications applications.

INTERNATIONAL OPERATIONS

We believe that our global presence is an important competitive advantage as
it allows us to provide quality products on a timely and worldwide basis to our
multinational customers. Approximately 46% of our sales for the year ended
December 31, 1998 were outside the United States. Approximately 60% of such
international sales were in Europe. We have manufacturing and assembly
facilities in Germany, United Kingdom, France, Sweden, the Czech Republic,
Estonia and sales offices in most European markets. Our European operations
generally have strong positions in their respective local markets. Local
operations coordinate product design and manufacturing responsibility with our
other operations around the world. The balance of our international activities
are located primarily in the Far East, which includes manufacturing facilities
in Japan, Taiwan, People's Republic of China, Korea and India, and Canada,
Mexico, Brazil and Australia. Our manufacturing and assembly facilities
generally serve the respective local markets. In addition, we have low cost
manufacturing and assembly operations in Mexico, the People's Republic of China,
the Czech Republic, Estonia and Scotland to serve regional and world markets.

CUSTOMERS

Our products are used in a wide variety of applications by numerous
customers, the largest of which is the U.S. government and its subcontractors
which accounted for 7% of sales for the nine months ended September 30, 1999;
however we participate across a broad spectrum of government programs and
believe that no single program accounted for more than 2% of those net sales. We
sell our products at over 10,000 customer locations worldwide. Our products are
sold both directly to OEMs, cable system operators, telecommunication companies
and through distributors. There has been a trend on the part of OEM customers to
consolidate their lists of qualified suppliers to companies that have a global
presence, can meet quality and delivery standards, have a broad product
portfolio and design capability, and have competitive prices. We have focused
our global resources to position ourselves to compete effectively in this
environment. We have concentrated our efforts on service and productivity
improvements including advanced computer aided design and manufacturing systems,
statistical process controls and just-in-time inventory programs to increase
product quality and shorten product delivery schedules. Our strategy is to
provide a broad selection of products in the areas in which we compete. We have
achieved a preferred supplier designation from many of our OEM customers.

Our sales to distributors represented approximately 27% of our 1998 sales.
Our recognized brand names including "Amphenol," "Times Fiber," "Tuchel,"
"Socapex," "Sine," "Spectra-Strip," "Pyle-National," "Matrix" and "Kai Jack"
together with our strong connector design-in position (products that are
specified in the plans and qualified by the OEM), enhance our ability to reach
the secondary market through our network of distributors. We believe that our
distributor network represents a competitive advantage.

MANUFACTURING

We employ advanced manufacturing processes including molding, stamping,
plating, turning, extruding, die casting and assembly operations as well as
proprietary process technology for flat-ribbon

30
<PAGE>
and coaxial cable production. Our manufacturing facilities are generally
vertically integrated operations from the initial design stage through final
design and manufacturing. Outsourcing of certain fabrication processes is used
when cost-effective. Substantially all of our manufacturing facilities are
certified to the ISO9000 series of quality standards.

We employ a global manufacturing strategy to lower our production costs and
to improve service to customers. We source our products on a worldwide basis
with manufacturing and assembly operations in North and South America, Europe,
Asia and Australia. To better serve high volume OEM customers, we have
established just-in-time facilities near major customers.

Our policy is to maintain strong cost controls in our manufacturing and
assembly operations. We have undertaken programs to rationalize our production
facilities, reduce expenses and maximize the return on capital expenditures. The
programs to improve productivity are ongoing.

We purchase a wide variety of raw materials for the manufacture of our
products, including precious metals such as gold and silver used in plating;
aluminum, brass, steel and copper used for cable, contacts and connector shells;
and plastic materials used for cable and connector bodies and inserts. Such raw
materials are generally available throughout the world and are purchased locally
from a variety of suppliers. We are not dependent upon any one source for raw
materials, or if one source is used we attempt to protect ourselves through
long-term supply agreements.

RESEARCH AND DEVELOPMENT

Our research, development and engineering expenditures for the creation and
application of new and improved products and processes were $17.7 million,
$15.3 million and $14.6 million (excluding customer sponsored programs
representing expenditures of $0.5 million, $0.2 million and $0.9 million) for
1998, 1997 and 1996, respectively. Our research and development activities focus
on selected product areas and are performed by individual operating divisions.
Generally, the operating divisions work closely with OEM customers to develop
highly-engineered products that meet customer needs. We continue to focus our
research and development efforts primarily on those product areas that we
believe have the potential for broad market applications and significant sales
within a one-to-three year period.

TRADEMARKS AND PATENTS

We own a number of active patents worldwide. While we consider our patents
to be valuable assets, we do not believe that our competitive position is
dependent on patent protection or that our operations are dependent on any
individual patent. We regard our trademarks "Amphenol," "Times Fiber," "Tuchel,"
"Socapex," "Sine," "Spectra-Strip," "Pyle-National," "Matrix" and "Kai Jack" to
be of value in our businesses. We have exclusive rights in all our major markets
to use these registered trademarks.

COMPETITION

We encounter competition in substantially all areas of our business. We
compete primarily on the basis of product quality, price, engineering, customer
service and delivery time. Competitors include large, diversified companies,
some of which have substantially greater assets and financial resources than we
do, as well as medium to small companies. In the area of coaxial cable for cable
television, we believe that we and CommScope are the primary providers of such
cable; however, CommScope is larger than us in this market. In addition, we face
competition from other companies that have concentrated their efforts in one or
more areas of the coaxial cable market.

31
<PAGE>
BACKLOG

We estimate that our backlog of unfilled orders was $227.7 million at
September 30, 1999 and $221.5 million at December 31, 1998. Orders typically
fluctuate from quarter to quarter based on customer demands and general business
conditions. Unfilled orders may be canceled prior to shipment of goods; however,
such cancellations historically have not been significant. It is expected that
all or a substantial portion of the backlog will be filled within the next
12 months. Significant elements of our business, such as sales to the cable
television industry, distributors, the computer industry, and other commercial
customers, generally have short lead times. Therefore, backlog may not be
indicative of future demand.

EMPLOYEES

As of September 30, 1999, we had approximately 7,700 full-time employees
worldwide. Of these employees, approximately 5,600 were hourly employees, of
which approximately 3,000 were represented by labor unions, and the remainder
were salaried. We had a one week strike in October 1995 at our Sidney, New York
facility relating to the renewal of the labor contract at that facility with the
International Association of Machinists and Aerospace Workers. We have not had
any other work stoppages in the past ten years. In 1997, the United States
Steelworkers International Union, AFL-CIO established a union, affecting
approximately 500 employees, at our plant in Chatham, Virginia, our primary
plant for the production of coaxial cable. We believe that we have a good
relationship with our unionized and non-unionized employees.

32
<PAGE>
MANAGEMENT

The following table sets forth the name, age as of November 12, 1999 and
position of our directors or executive officers.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- ------------------------------------------
<S> <C> <C>
Martin H. Loeffler........................ 55 Chairman of the Board, Chief Executive
Officer, President and Director
Edward G. Jepsen.......................... 56 Executive Vice President and Chief
Financial Officer
Timothy F. Cohane......................... 47 Senior Vice President
Edward C. Wetmore......................... 43 Secretary and General Counsel
Diana G. Reardon.......................... 40 Controller and Treasurer
Andrew M. Clarkson........................ 62 Director
G. Robert Durham.......................... 70 Director
Henry R. Kravis........................... 55 Director
George R. Roberts......................... 56 Director
Michael W. Michelson...................... 48 Director
Marc S. Lipschultz........................ 30 Director
</TABLE>

MARTIN H. LOEFFLER has been a Director of Amphenol since December 1987 and
Chairman of the Board since May 1997. He has been Chief Executive Officer since
May 1996 and President since July 1987.

EDWARD G. JEPSEN has been Executive Vice President and Chief Financial
Officer of Amphenol since May 1989 and Senior Vice President and Director of
Finance since November 1988.

TIMOTHY F. COHANE has been Senior Vice President of Amphenol since
December 1994 and a vice president since 1991.

EDWARD C. WETMORE has been Secretary and General Counsel of Amphenol since
1987.

DIANA G. REARDON has been Treasurer of Amphenol since March 1992 and
Controller since July 1994 and Assistant Controller since June 1988.

ANDREW M. CLARKSON has been a Director of AutoZone, Inc. since 1986,
Chairman of the Finance Committee of AutoZone, Inc. since 1995, Secretary from
1988 to 1993 and Treasurer from 1990 to 1995.

G. ROBERT DURHAM retired on June 1, 1996 from Walter Industries, Inc. having
served as Chairman and Chief Executive Officer since 1995 and President and
Chief Executive Officer since 1991. He formerly served as Chairman, President
and Chief Executive Office of Phelps Dodge Corporation. He is a Director of
Earle M. Jorgenson Company, the FINOVA Group Inc. and MONY Group Inc.

HENRY R. KRAVIS is a Founding Partner of KKR and since January 1996 a
Managing Member of the Executive Committee of the limited liability company
which serves as the general partner of Kohlberg Kravis Roberts & Co., L.P. He is
also a Director of Accuride Corporation, Borden, Inc., The Boyds
Collection, Ltd., Evenflo Company Inc., The Gillette Company, IDEX Corporation,
KinderCare Learning Centers, Inc., KSL Recreation Group, Inc.,
Owens-Illinois, Inc., PRIMEDIA Inc., Regal Cinemas, Inc., Safeway, Inc.,
Sotheby's Holdings, Inc., Spalding Holdings Corporation, and TI Group plc.
Messrs. Kravis and Roberts are first cousins.

GEORGE R. ROBERTS is a Founding Partner of KKR and since January 1996 a
Managing Member of the Executive Committee of the limited liability company
which serves as the general partner of Kohlberg Kravis Roberts & Co., L.P. He is
also a Director of Accuride Corporation, Borden, Inc., The Boyds Collection,
Ltd., Evenflo Company Inc., IDEX Corporation, KinderCare Learning Center, Inc.,

33
<PAGE>
KSL Recreation Group, Inc., Owens-Illinois, Inc., PRIMEDIA Inc., Regal
Cinemas, Inc., Safeway, Inc. and Spalding Holdings Corporation. Messrs. Kravis
and Roberts are first cousins.

MICHAEL W. MICHELSON is member of the limited liability company which serves
as the General Partner of KKR since 1996 and a General Partner of KKR since
1987. He is a Director of AutoZone, Inc., Owens-Illinois, Inc. and Promus Hotel
Corporation.

MARC S. LIPSCHULTZ has been an Executive at KKR since 1995. From 1993 to
1995, Mr. Lipschultz attended Harvard Business School. Prior thereto, he was an
investment banker with Goldman, Sachs & Co. He is also a Director of The Boyds
Collection, Ltd., Evenflo Company Inc. and Spalding Holdings Corporation.

34
<PAGE>
DESCRIPTION OF CAPITAL STOCK

We are authorized to issue 40 million shares of the Class A common stock and
no other shares of common stock or preferred stock. As of September 30, 1999,
there were approximately 17.9 million shares of the Class A common stock issued
and outstanding. The following is a summary of some of the rights and privileges
pertaining to the Class A common stock. For a full description of the Class A
common stock, reference is made to our Amended and Restated Certificate of
Incorporation and to our By-Laws.

Holders of the Class A common stock are entitled to one vote per share on
all matters submitted to a vote of stockholders. Approval of matters brought
before the stockholders requires the affirmative vote of a majority of shares
present and voting, except as otherwise required by law and except that the vote
of 80% or more of outstanding shares entitled to vote is required to modify the
provisions of the Amended and Restated Certificate of Incorporation relating to
the election of directors for staggered terms, the total number of directors and
independent directors, removal of directors, and the provision requiring an 80%
stockholder vote for certain actions. Director nominations may be made by
stockholders in accordance with our By-Laws, as amended, not less than 90 days
in advance of the meeting at which the election is to occur.

Holders of the Class A common stock are entitled to participate in dividends
as and when declared by the Board out of funds legally available therefor. Our
ability to pay cash dividends is subject to certain restrictions. See "Price
Range of Class A Common Stock and Dividend Policy."

Subject to the rights of creditors and holders of preferred stock, any
holders of Class A common stock are entitled to share ratably in a distribution
of our assets upon any liquidation, dissolution or winding-up of Amphenol.

Our directors serve in three different classes of approximately equal
numbers, and the term of only one class expires at each annual meeting. Before
the expiration of their terms, our directors may be removed by the affirmative
vote of the majority of the stockholders entitled to vote for the election of
directors but only for cause.

The transfer agent and registrar for the Class A common stock is EquiServe
Limited Partnership.

35
<PAGE>
UNDERWRITING

Subject to the terms and conditions contained in an underwriting agreement,
dated December 7, 1999, the underwriters named below, who are represented by
Donaldson, Lufkin & Jenrette Securities Corporation, Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith
Barney Inc. have severally agreed to purchase from us the number of shares set
forth opposite their names below:

<TABLE>
<CAPTION>
NUMBER OF SHARES
----------------
<S> <C>
UNDERWRITERS:
Donaldson, Lufkin & Jenrette Securities Corporation......... 866,250
Lehman Brothers Inc......................................... 618,750
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................... 618,750
Salomon Smith Barney Inc.................................... 371,250
Cazenove Inc................................................ 137,500
The Shemano Group, Inc...................................... 137,500
---------
Total....................................................... 2,750,000
</TABLE>

The underwriting agreement provides that the obligations of the underwriters
to purchase and accept delivery of the shares included in this offering are
subject to approval of certain legal matters by their counsel and to certain
other conditions. The underwriters are obligated to purchase and accept delivery
of all the shares (other than those covered by the over-allotment option
described below) if they purchase any of the shares.

The underwriters propose to initially offer some of the shares directly to
the public at the public offering price set forth on the cover page of this
prospectus and some of the shares to certain dealers at the public offering
price less a concession not in excess of $2.08 per share. The underwriters may
allow, and these dealers may re-allow, a concession not in excess of $0.10 per
share on sales to some other dealers. After the initial offering of the shares
to the public, the representatives of the underwriters may change the public
offering price and these concessions. The underwriters do not intend to confirm
sales to any accounts over which they exercise discretionary authority.

The following table shows the underwriting fees that we will pay to the
underwriters in connection with this offering. These amounts are shown assuming
both no exercise and full exercise of the underwriters' option to purchase
additional shares of Class A common stock.

<TABLE>
<CAPTION>
PAID BY US
-------------------------
FULL
NO EXERCISE EXERCISE
----------- -----------
<S> <C> <C>
Per share........................................... $ 3.47 $ 3.47
Total............................................... $9,542,500 $10,973,875
</TABLE>

We will pay the offering expenses, estimated to be $645,000.

We have granted to the underwriters an option, exercisable for 30 days from
the date of the underwriting agreement, to purchase up to 412,500 additional
shares at the public offering price less the underwriting fees. The underwriters
may exercise this option solely to cover over-allotments, if any, made in
connection with this offering. To the extent that the underwriters exercise this
option, each underwriter will become obligated, subject to some conditions, to
purchase a number of additional shares approximately proportionate to that
underwriter's initial purchase commitment.

36
<PAGE>
We have agreed to indemnify the underwriters against some civil liabilities,
including liabilities under the Securities Act of 1933 or to contribute to
payments that the underwriters may be required to make in respect of any of
these liabilities.

Each of Amphenol, its executive officers and directors and some of its
stockholders has agreed that, for a period of 90 days from the date of this
prospectus, they will not, without the prior written consent of Donaldson,
Lufkin & Jenrette Securities Corporation:

- offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase or otherwise transfer or dispose of, directly or
indirectly, any shares of Class A common stock or any securities
convertible into or exercisable or exchangeable for Class A common stock;
or

- enter into any swap or other arrangements that transfers all or a portion
of the economic consequences associated with the ownership of any Class A
common stock.

Each of the above transfer restrictions will apply regardless of whether a
covered transaction is to be settled by the delivery of Class A common stock or
other securities, in cash or otherwise. During the 90-day period, Amphenol may
grant stock options pursuant to existing stock option plans, issue shares upon
the exercise of an option or warrant or the conversion of some securities and
issue shares as consideration for some acquisitions made by Amphenol or its
subsidiaries. In addition, during the 90 day period, we have agreed not to file
any registration statement with respect to, and each of our executive officers
and directors and some of our stockholders has agreed not to make any demand
for, or exercise any right with respect to, the registration of any shares of
Class A common stock or any securities convertible into or exercisable for
Class A common stock without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation.

Other than in the United States, no action has been taken by us or the
underwriters that would permit a public offering of the shares of Class A common
stock included in this offering in any jurisdiction where action for that
purpose is required. The shares included in this offering may not be offered or
sold, directly or indirectly, nor may this prospectus or any other offering
material or advertisement in connection with the offer and sale of any of these
shares be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable rules and
regulations of such jurisdiction. Persons who receive this prospectus are
advised to inform themselves about and to observe any restrictions relating to
the offering of the Class A common stock and the distribution of this
prospectus. This prospectus is not an offer to sell or a solicitation of an
offer to buy any shares of Class A common stock included in this offering in any
jurisdiction where that would not be permitted or legal.

The underwriters or their affiliates have provided or may in the future
provide investment banking or other financial advisory services to KKR and its
affiliates and/or to us and our affiliates in the ordinary course of business,
for which they have received and are expected to receive customary fees and
expenses.

In connection with this offering, some underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Class A common stock. Specifically, the underwriters may overallot this
offering, creating a syndicate short position. In addition, the underwriters may
bid for and purchase shares of Class A common stock in the open market to cover
syndicate short positions or to stabilize the price of the Class A common stock.
These activities may stabilize or maintain the market price of the Class A
common stock above independent market levels. The underwriters are not required
to engage in these activities and may end any of these activities at any time.

37
<PAGE>
LEGAL MATTERS

The validity of the shares of Class A common stock offered hereby will be
passed upon for us by Simpson Thacher & Bartlett, New York, New York and for the
Underwriters by Latham & Watkins, New York, New York. Certain partners of
Simpson Thacher & Bartlett and Latham & Watkins, members of their families,
related persons and others, have an indirect interest, through limited
partnerships, who are investors in KKR 1996 Fund L.P., in less than 1% of the
Class A common stock. In addition, Simpson Thacher & Bartlett and Latham &
Watkins have in the past provided, and may continue to provide, legal services
to KKR and its affiliates, including KKR 1996 Fund L.P.

EXPERTS

The consolidated financial statements as of December 31, 1998 and 1997 and
for each of the two years in the period ended December 31, 1998 included and
incorporated by reference in this prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is included
and incorporated by reference herein, and have been so included and incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

The 1996 financial statements included and incorporated in this prospectus
by reference to Amphenol's Form 10-K for the year ended December 31, 1998, have
been so included and incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, and current reports, proxy statements, and other
information with the Commission. We have also filed with the Commission a
registration statement on Form S-3 to register the Class A common stock being
offered in this prospectus. This prospectus, which forms part of the
registration statement, does not contain all of the information included in the
registration statement. For further information about us and the Class A common
stock offered in this prospectus, you should refer to the registration statement
and its exhibits.

The Commission allows us to "incorporate by reference" the information we
file with them, which means we can disclose important information to you by
referring you to those documents. The information included in the following
documents is incorporated by reference and is considered to be a part of this
prospectus. The most recent information that we file with the Commission
automatically updates and supersedes older information. We have previously filed
the following documents with the Commission and are incorporating them by
reference into this prospectus:

1. Our Annual Report on Form 10-K and 10-K/A for the year ended December 31,
1998; and

2. Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999.

Until we have sold all of the shares of the Class A common stock which we
are offering for sale under this prospectus, we will also incorporate by
reference all documents which we may file in the future pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act.

We will provide without charge to each person who receives a prospectus,
including any beneficial owner, a copy of the information that has been
incorporated by reference in this prospectus. If you would like to obtain this
information from us, please direct your request, either in writing or by
telephone, to the Secretary, Amphenol Corporation, 358 Hall Avenue, Wallingford,
Connecticut 06492, telephone (203) 265-8900.

38
<PAGE>
The registration statement can also be inspected and copied at prescribed
rates at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
regional offices at Seven World Trade Center, 13th Floor, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. The public may obtain information regarding the
Washington, D.C. Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, the Registration Statement is publicly available
through the Commission's site on the Internet's World Wide Web, located at:
http://www.sec.gov. Following the offering, our future public filings are
expected to be available for inspection at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.

39
<PAGE>
(This page has been left intentionally blank.)

40
<PAGE>
INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS OF AMPHENOL CORPORATION

<TABLE>
<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS (AUDITED):

Independent Auditors' Report (Deloitte & Touche LLP)...... F-2

Report of Independent Accountants (PricewaterhouseCoopers
LLP).................................................... F-3

Consolidated Statement of Income for the Three Years Ended
December 31, 1998....................................... F-4

Consolidated Balance Sheet as of December 31, 1998 and
1997.................................................... F-5

Consolidated Statement of Changes in Stockholders Equity
(Deficit) for the Three Years Ended December 31, 1998... F-6

Consolidated Statement of Cash Flow for the Three Years
Ended December 31, 1998................................. F-7

Notes to Consolidated Financial Statements................ F-8

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):

Condensed Consolidated Balance Sheet as of September 30,
1999 and December 31, 1998.............................. F-23

Condensed Consolidated Statements of Income for the Three
and Nine Months Ended September 30, 1999 and 1998....... F-24

Condensed Consolidated Statement of Changes in
Shareholders' Deficit for the Nine Months Ended
September 30, 1999...................................... F-25

Condensed Consolidated Statement of Changes in
Shareholders' Deficit for the Nine Months Ended
September 30, 1998...................................... F-26

Condensed Consolidated Statements of Cash Flow for the
Nine Months Ended September 30, 1999 and 1998........... F-27

Notes to Condensed Consolidated Financial Statements...... F-28
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and
Shareholders of Amphenol Corporation

We have audited the accompanying consolidated balance sheet of Amphenol
Corporation and subsidiaries as of December 31, 1998 and 1997, and the related
consolidated statements of income, changes in shareholders' equity (deficit),
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 1998 and 1997 consolidated financial statements present
fairly, in all material respects, the financial position of Amphenol Corporation
and its subsidiaries at December 31, 1998 and 1997, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Deloitte & Touche LLP
Stamford, Connecticut
January 19, 1999

F-2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Shareholders of Amphenol Corporation

In our opinion, the consolidated statement of income, of changes in
shareholders' equity and of cash flow for the year ended December 31, 1996
present fairly, in all material respects, the results of operations and cash
flows of Amphenol Corporation and its subsidiaries for the year ended
December 31, 1996, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above. We have not audited the consolidated financial statements of Amphenol
Corporation for any period subsequent to December 31, 1996.

/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut
January 14, 1997

F-3
<PAGE>
CONSOLIDATED STATEMENT OF INCOME

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Net sales............................................. $ 918,877 $ 884,348 $ 776,221
Costs and expenses:
Cost of sales, excluding depreciation and
amortization...................................... 601,930 572,092 494,689
Depreciation and amortization expense............... 23,553 20,428 17,846
Selling, general and administrative expense......... 131,966 125,064 114,746
Amortization of goodwill............................ 11,701 11,316 10,962
----------- ----------- -----------
Operating income...................................... 149,727 155,448 137,978
Interest expense...................................... (81,199) (64,713) (24,617)
Expenses relating to Merger and Recapitalization (Note
2).................................................. (2,500)
Other expenses, net................................... (4,545) (1,061) (3,696)
----------- ----------- -----------
Income before income taxes and extraordinary item..... 63,983 87,174 109,665
Provision for income taxes............................ (27,473) (35,910) (42,087)
----------- ----------- -----------
Income before extraordinary item...................... 36,510 51,264 67,578
Extraordinary item:
Loss on early extinguishment of debt, net of income
taxes of $14,728 (Notes 2 and 3).................. (24,547)
----------- ----------- -----------
Net income............................................ $ 36,510 $ 26,717 $ 67,578
=========== =========== ===========
Net income per common share:
Income before extraordinary item.................... $ 2.07 $ 1.84 $ 1.45
Extraordinary loss.................................. (.88)
----------- ----------- -----------
Net income.......................................... $ 2.07 $ .96 $ 1.45
=========== =========== ===========
Average common shares outstanding..................... 17,663,212 27,806,260 46,649,541
Net income per common share--assuming dilution:
Income before extraordinary item.................... $ 2.03 $ 1.83 $ 1.45
Extraordinary loss.................................. (.88)
----------- ----------- -----------
Net income.......................................... $ 2.03 $ .95 $ 1.45
=========== =========== ===========
Average common shares outstanding--assuming
dilution............................................ 17,942,397 28,002,977 46,720,900
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
CONSOLIDATED BALANCE SHEET

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1998 1997
--------- ---------
<S> <C> <C>
ASSETS
Current Assets:
Cash and short-term cash investments...................... $ 3,095 $ 4,713
Accounts receivable, less allowance for doubtful accounts
of $1,832 and $1,633.................................... 83,065 70,037
Inventories:
Raw materials and supplies................................ 24,806 21,115
Work in process........................................... 114,035 96,833
Finished goods............................................ 45,583 49,062
--------- ---------
184,424 167,010
Prepaid expenses and other assets......................... 17,089 13,020
--------- ---------
Total current assets.................................. 287,673 254,780
--------- ---------
Land and depreciable assets:
Land...................................................... 10,782 10,702
Buildings................................................. 68,426 64,149
Machinery and equipment................................... 237,618 206,525
--------- ---------
316,826 281,376
Less accumulated depreciation............................. (190,047) (169,784)
--------- ---------
126,779 111,592
Deferred debt issuance costs................................ 16,783 19,377
Excess of cost over fair value of net assets acquired....... 360,265 339,223
Other assets................................................ 15,901 12,182
--------- ---------
$ 807,401 $ 737,154
========= =========
LIABILITIES & SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable.......................................... $ 67,885 $ 64,255
Accrued interest.......................................... 11,306 11,442
Accrued salaries, wages and employee benefits............. 14,385 14,229
Other accrued expenses.................................... 28,934 27,116
Current portion of long-term debt......................... 1,655 212
--------- ---------
Total current liabilities............................. 124,165 117,254
--------- ---------
Long-term debt.............................................. 952,469 937,277
Deferred taxes and other liabilities........................ 23,024 25,748
Commitments and contingent liabilities (Notes 3, 7 and 10)
Shareholders' Deficit:
Class A Common Stock, $.001 par value; 40,000,000 shares
authorized; 17,862,328 and 17,532,804 shares outstanding
at December 31, 1998 and 1997, respectively............. 18 18
Additional paid-in deficit................................ (499,928) (511,582)
Accumulated earnings...................................... 214,861 178,351
Accumulated other comprehensive income (Note 6)........... (7,208) (9,912)
--------- ---------
Total shareholders' deficit........................... (292,257) (343,125)
--------- ---------
$ 807,401 $ 737,154
========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL OTHER TOTAL
PAID-IN COMPREHENSIVE TREASURY SHAREHOLDERS'
COMMON CAPITAL COMPREHENSIVE ACCUMULATED INCOME STOCK EQUITY
STOCK (DEFICIT) INCOME EARNINGS (NOTE 6) AT COST (DEFICIT)
-------- ----------- -------------- ------------ -------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1995.... $47 $ 265,193 $ 84,056 $(5,211) $ 344,085
Comprehensive income:
Net income................. [$67,578] 67,578 67,578
---------
Other comprehensive income
(loss), net of tax:
Unrealized loss on
marketable
securities............. (1,085) (1,085)
Translation
adjustments............ 647 647
Minimum pension liability
adjustment............. 1,762 1,762
---------
Other comprehensive
income................... 1,324 1,324
---------
Comprehensive income......... [$68,902]
=========
Purchase of Treasury Stock... $(52,671) (52,671)
Amortization of deferred
compensation............... 65 65
Stock options exercised...... 167 167
--- ----------- -------- ------- -------- -----------
Balance December 31, 1996.... 47 265,425 151,634 (3,887) (52,671) 360,548
Comprehensive income:
Net income................. [$26,717] 26,717 26,717
---------
Other comprehensive income
(loss), net of tax:
Reclassification
adjustment for gain on
securities realized in
net income............. (3,687) (3,687)
Translation
adjustments............ (8,147) (8,147)
Minimum pension liability
adjustment............. 5,809 5,809
---------
Other comprehensive
income................... (6,025) (6,025)
---------
Comprehensive income......... [$20,692]
=========
Stock subscription
proceeds................... 532 532
Sale of 13,116,955 shares of
Common Stock (Note 2)...... 13 341,028 341,041
Purchase of 40,325,240 shares
of Common Stock (Note 2)... (40) (1,048,450) (1,048,490)
Fees and other expenses
related to the Merger and
Recapitalization (Note
2)......................... (17,644) (17,644)
Retirement of Treasury
Stock...................... (2) (52,669) 52,671
Amortization of deferred
compensation............... 186 186
Stock options exercised...... 10 10
--- ----------- -------- ------- -------- -----------
Balance December 31, 1997.... 18 (511,582) 178,351 (9,912) -- (343,125)
Comprehensive income:
Net income................. [$36,510] 36,510 36,510
---------
Other comprehensive income,
net of tax:
Translation
adjustments............ 2,704 2,704 2,704
---------
Comprehensive income......... [$39,214]
=========
Stock subscription
proceeds................... 25 25
Deferred compensation........ 180 180
Stock issued in connection
with acquisition........... 11,449 11,449
--- ----------- -------- ------- -------- -----------
Balance December 31, 1998.... $18 $ (499,928) $214,861 $(7,208) $ -- $ (292,257)
=== =========== ======== ======= ======== ===========
</TABLE>

- ------------------------------

See accompanying notes to consolidated financial statements.

F-6
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOW
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1998 1997 1996
-------- ----------- --------
<S> <C> <C> <C>
Net income.................................................. $ 36,510 $ 26,717 $ 67,578
Adjustments for cash from operations:
Depreciation and amortization............................. 35,254 31,744 28,808
Amortization of deferred debt issuance costs.............. 2,749 2,638 691
Net extraordinary charge for write off of deferred debt
issuance costs.......................................... 24,547
Non-recurring expenses relating to the Merger and
Recapitalization........................................ 2,500
Gain on sale of marketable securities..................... (3,917)
Net change in:
Accounts receivable..................................... (2,926) (18,261) 7,315
Inventory............................................... (9,229) (17,700) (10,801)
Prepaid expenses and other assets....................... (1,788) (2,479) 604
Accounts payable........................................ (257) 15,653 (3,411)
Accrued liabilities..................................... (4,251) 18,938 (13,644)
Accrued interest........................................ (142) 8,944 (188)
Accrued pension and post employment benefits............ (1,102) (4,717) (7,590)
Deferred taxes and other liabilities.................... 57 2,607 (970)
Other................................................... (1,647) (952) (185)
-------- ----------- --------
Cash flow provided by operations............................ 53,228 86,262 68,207
-------- ----------- --------
Cash flow from investing activities:
Additions to property, plant and equipment................ (26,340) (24,059) (20,374)
Investments in acquisitions and joint ventures............ (32,663) (4,000) (29,461)
Proceeds from the sale of marketable securities............. 7,351
-------- ----------- --------
Cash flow used by investing activities...................... (59,003) (20,708) (49,835)
-------- ----------- --------
Cash flow from financing activities:
Net change in borrowings under revolving credit
facilities.............................................. 9,157 (20,461) 26,255
Repurchase of senior notes and subordinated debt.......... (212,479)
Payment of fees and other expenses related to Merger and
Recapitalization........................................ (59,436)
Borrowings under Bank Agreement........................... 750,000
Net change in receivables sold............................ 10,000
Decrease in borrowings under Bank Agreement............... (5,000) (65,000)
Proceeds from the issuance of senior subordinated notes... 240,000
Purchase of Amphenol Common Stock......................... (1,048,490)
Sale of common stock related to Merger.................... 341,041
Treasury stock repurchases................................ (52,671)
-------- ----------- --------
Cash flow provided by (used by) financing activities........ 4,157 (64,825) (26,416)
-------- ----------- --------
Net change in cash and short-term cash investments.......... (1,618) 729 (8,044)
Cash and short-term cash investments balance, beginning of
period.................................................... 4,713 3,984 12,028
-------- ----------- --------
Cash and short-term cash investments balance, end of
period.................................................... $ 3,095 $ 4,713 $ 3,984
======== =========== ========
Cash paid during the year for:
Interest.................................................. $ 78,634 $ 53,237 $ 24,180
Income taxes paid, net of refunds......................... 26,024 20,623 54,765
</TABLE>

See accompanying notes to consolidated financial statements.

F-7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OPERATIONS

Amphenol Corporation ("Amphenol" or the "Company") is in two business
segments which consist of manufacturing and selling interconnect products and
assemblies, and manufacturing and selling cable products.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its subsidiaries. All intercompany transactions have been eliminated in
consolidation.

CASH AND SHORT-TERM CASH INVESTMENTS

Cash and short-term cash investments consist of cash and liquid investments
with an original maturity of less than three months.

INVENTORIES

Inventories are stated at the lower of standard cost, which approximates
average cost, or market. The principal components of cost included in
inventories are materials, direct labor and manufacturing overhead.

DEPRECIABLE ASSETS

Property, plant and equipment are carried at cost. Depreciation and
amortization of property, plant and equipment are provided on a straight-line
basis over the respective asset lives determined on a composite basis by asset
group or on a specific item basis using the estimated useful lives of such
assets which range from 3 to 12 years for machinery and equipment and 20 to 40
years for buildings. It is the Company's policy to periodically review fixed
asset lives.

DEFERRED DEBT ISSUANCE COSTS

Deferred debt issuance costs are being amortized on the interest method over
the term of the related debt and such amortization is included in interest
expense.

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED

The excess of cost over the fair value of net assets acquired (goodwill) is
being amortized on the straight-line basis over a period of 40 years.
Accumulated amortization was $108,674 and $96,973 at December 31, 1998 and 1997,
respectively. Management continually reassesses the appropriateness of both the
carrying value and remaining life of goodwill. Such reassessments are based on
forecasting

F-8
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

cash flows, on an undiscounted basis, and other factors. In the event an
impairment is indicated, the amount of the impairment would be based on
estimated discounted cash flows.

REVENUE RECOGNITION

Sales and related cost of sales are recognized upon shipment of products.
Sales and related cost of sales under long-term contracts with commercial
customers and the U.S. Government are recognized as units are delivered or
services provided.

RETIREMENT PENSION PLANS

Costs for retirement pension plans include current service costs and
amortization of prior service costs over periods of up to thirty years. It is
the Company's policy to fund current pension costs taking into consideration
minimum funding requirements and maximum tax deductible limitations. The expense
of retiree medical benefit programs is recognized during the employees' service
with the Company as well as amortization of a transition obligation recognized
on adoption of the accounting principle.

INCOME TAXES

Deferred income taxes are provided for revenue and expenses which are
recognized in different periods for income tax and financial statement purposes.
Deferred income taxes are not provided on undistributed earnings of foreign
affiliated companies which are considered to be permanently invested.

RESEARCH AND DEVELOPMENT

Research, development and engineering expenditures for the creation and
application of new and improved products and processes were $17,669, $15,313 and
$14,550, excluding customer sponsored programs representing expenditures of
$523, $214 and $927, for the years 1998, 1997 and 1996, respectively.

ENVIRONMENTAL OBLIGATIONS

The Company recognizes the potential cost for environmental remediation
activities when assessments are made, remedial efforts are probable and related
amounts can be reasonably estimated; potential insurance reimbursements are not
recorded. The Company regularly assesses its environmental liabilities through
reviews of contractual commitments, site assessments, feasibility studies and
formal remedial design and action plans.

NET INCOME PER COMMON SHARE

Net income per common share is based on the net income for the period
divided by the weighted average common shares outstanding. Net income per common
share assuming dilution assumes the exercise of outstanding, dilutive stock
options using the treasury stock method.

F-9
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments, which are periodically used by the Company
in the management of its interest rate and foreign currency exposures, are
accounted for on an accrual basis. Income and expense are recorded in the same
category as that arising from the related asset or liability. For example,
amounts to be paid or received under interest rate swap agreements are
recognized as interest income or expense in the periods in which they accrue.

NOTE 2--MERGER AND RECAPITALIZATION

On May 19, 1997, the Company merged with NXS Acquisition Corp., a wholly
owned subsidiary of KKR 1996 Fund L.P., KKR Partners II, L.P., and NXS
Associates, L.P., limited partnerships formed at the direction of Kohlberg
Kravis Roberts & Co. L.P. ("KKR"). The Merger had the effect of affiliates of
KKR investing $341,041 in exchange for 13,116,955 shares, or 75% of the
Company's common stock. Such equity proceeds, along with $240,000 of proceeds
from the sale of 9 7/8% Senior Subordinated Notes due 2007 and borrowings of
$750,000 under a $900,000 bank loan agreement ("Bank Agreement") were used to
repurchase 40,325,240 shares of the Company's common stock for $1,048,490,
purchase all of the Company's outstanding 10.45% Senior Notes and substantially
all of the Company's 12 3/4% Subordinated Debentures for $211,153 and pay fees
and expenses of $59,436, including $18,000 paid to KKR and $39,292 relating to
the issuance of new debt.

The Merger and related transactions have been recorded as a recapitalization
("Merger and Recapitalization"). Expenses of $17,644 related to the repurchase
of the Company's common stock have been reflected as a reduction of additional
paid-in capital; other expenses of approximately $2,500, primarily relating to
the buyout of certain stock options, are reflected in the accompanying
Consolidated Statement of Income. In conjunction with the Merger and
Recapitalization, the Company recorded the costs associated with early
extinguishment of debt of $12,845, net of tax, as an extraordinary item in the
accompanying Consolidated Statement of Income. Such costs included the premium
associated with redemption of the Company's 10.45% Senior Notes and 12 3/4%
Subordinated Debentures and the write off of unamortized deferred debt issuance
costs. Supplemental earnings per share for 1997 assuming the Merger and
Recapitalization was completed at January 1, 1997, and excluding the impact of
related non-recurring expenses, is $1.98 per share.

F-10
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 3--LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
INTEREST RATE AT -------------------
DECEMBER 31, 1998 MATURITY 1998 1997
----------------- --------- -------- --------
<S> <C> <C> <C> <C>
Bank Agreement:
Term loan.................................. 7.35% 2000-2006 $680,000 $685,365
Revolving credit facility.................. 7.12% 2004 19,500
Senior subordinated notes.................... 9.875% 2007 240,000 240,000
Notes payable to foreign banks and other
debt....................................... 1.0%-21.0% 1999-2004 14,624 12,124
---------- --------- -------- --------
954,124 937,489
Less current portion......................... 1,655 212
-------- --------
Total long-term debt......................... $952,469 $937,277
======== ========
</TABLE>

In conjunction with the Merger and Recapitalization, the Company entered
into a $900,000 Bank Agreement with a syndicate of financial institutions,
comprised of a $150,000 revolving credit facility that expires in the year 2004
and a $750,000 term loan facility--$350,000 (Tranche A) maturing over a
seven-year period ending 2004, $200,000 (Tranche B) maturing in 2005 and
$200,000 (Tranche C) maturing in 2006. In October 1997, the Company negotiated a
significant amendment and restatement to the term loan under the Bank Agreement.
The amendment extinguished the Tranche B and C indebtedness with borrowings
under a new $375,000 Term Loan Tranche B with required amortization in 2005 and
2006. In conjunction with the amendment and restatement, the Company incurred an
extraordinary loss, net of tax, of $11,702 for the write off of unamortized
deferred debt issuance costs. At December 31, 1998, the Company had prepaid
$70,000 of the original term loan. Availability under the revolving credit
facility at December 31, 1998 was $128,478, after reduction of $2,022 for
outstanding letters of credit.

At December 31, 1998, interest under the Bank Agreement generally accrues at
.25% to .75% over prime or 1.50% to 2.0% over LIBOR at the Company's option. The
Company also pays certain annual agency and commitment fees. At December 31,
1998, the Company had interest rate protection in the form of swap agreements
that effectively fixed the Company's LIBOR interest rate on $450,000 of floating
rate bank debt at 5.76%. Such agreements are in effect to the extent that LIBOR
remains below 7% for $300,000 of debt and remains below 8% for an additional
$150,000 of debt. These agreements expire in July 2002.

The Bank Agreement is secured by a first priority pledge of 100% of the
capital stock of the Company's direct domestic subsidiaries and 65% of the
capital stock of direct material foreign subsidiaries, as defined in the Bank
Agreement. The Bank Agreement also requires that the Company satisfy certain
financial covenants including interest coverage and leverage ratio tests, and
includes limitations with respect to, among other things, (i) incurring debt,
(ii) creating or incurring liens, (iii) making other investments,
(iv) acquiring or disposing of assets, (v) capital expenditures, and (vi)
restricted payments, including dividends on the Company's common stock.

The 9 7/8% Senior Subordinated Notes due 2007 are general unsecured
obligations of the Company. The notes are subject to redemption at the option of
the Company, in whole or in part, beginning in 2002 at 104.938% and declining to
100% by 2005. In addition, at any time prior to 2000, the Company may, at its
option, redeem up to $96,000 of the notes at a redemption price of 109.875% with
the net cash proceeds of one or more equity offerings.

F-11
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 3--LONG-TERM DEBT (CONTINUED)

The maturity of the Company's long-term debt over each of the next five
years ending December 31, is as follows: 1999--$1,655; 2000--$16,573; 2001
- -$49,151; 2002--$61,504; 2003--$82,026.

NOTE 4--INCOME TAXES

The components of income before income taxes and extraordinary item and the
provision for income taxes are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Income before taxes and extraordinary item:
United States............................................. $18,725 $45,354 $ 67,889
Foreign................................................... 45,258 41,820 41,776
------- ------- --------
$63,983 $87,174 $109,665
======= ======= ========
Current provision:
United States............................................. $10,002 $21,857 $ 24,174
Foreign................................................... 17,651 12,611 15,993
------- ------- --------
27,653 34,468 40,167
------- ------- --------
Deferred provision:
United States............................................. $ 745 $ 1,407 $ 1,884
Foreign................................................... (925) 35 36
------- ------- --------
(180) 1,442 1,920
------- ------- --------
Total provision for income taxes............................ $27,473 $35,910 $ 42,087
======= ======= ========
</TABLE>

At December 31, 1998, the Company had $19,253 of foreign tax loss
carryforwards, of which $1,768 expire at various dates through 2003 and the
balance can be carried forward indefinitely, and $450 of tax credit
carryforwards that expire between the years 1999 and 2011. Accrued income tax
liabilities of $5,667 and $8,251 at December 31, 1998 and 1997, respectively,
are included in other accrued expenses in the Consolidated Balance Sheet.

Differences between the U.S. statutory federal tax rate and the Company's
effective income tax rate are analyzed below:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
------------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
U.S. statutory federal tax rate............................. 35.0% 35.0% 35.0%
State and local taxes....................................... 2.1 1.4 1.5
Non-deductible purchase accounting differences.............. 6.4 4.5 3.7
Foreign tax provisions (benefit) at rates different from the
U.S. statutory rate....................................... 1.4 (2.2) .5
Tax cost (benefit) of foreign dividend income, net of
related tax credits....................................... 1.4 3.1 (2.6)
Valuation allowance......................................... (.9) .1 (4.1)
Other....................................................... (2.5) (.7) 4.4
---- ---- ----
Effective tax rate.......................................... 42.9% 41.2% 38.4%
==== ==== ====
</TABLE>

F-12
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 4--INCOME TAXES (CONTINUED)

The Company's deferred tax assets and liabilities, excluding a valuation
allowance, were comprised of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1997
-------- --------
<S> <C> <C>
Deferred tax assets:
Accrued liabilities and reserves........................ $ 4,415 $ 5,583
Operating loss carryforwards............................ 7,298 7,214
Foreign tax credit carryforwards........................ 450 348
Employee benefits....................................... 2,221 1,933
------- -------
$14,384 $15,078
======= =======
Deferred tax liabilities:
Depreciation............................................ $ 7,399 $ 8,031
Prepaid pension costs................................... 6,103 6,984
------- -------
$13,502 $15,015
======= =======
</TABLE>

A valuation allowance of $9,182 and $9,731 at December 31, 1998 and 1997,
respectively, has been recorded which relates primarily to foreign net operating
loss carryforwards, tax credits and certain deferred tax deductions for which a
tax benefit is less likely than not to be received. The net change in the
valuation allowance for deferred tax assets was a reduction of $549 in 1998 and
an increase of $1,547 in 1997. The net change in the valuation allowance was
principally due to the expiration of tax credits in 1998 and the incurrence of
foreign net operating loss carryforwards in 1997. Current and non-current
deferred tax assets and liabilities within the same tax jurisdiction are offset
for presentation in the Consolidated Balance Sheet.

United States income taxes have not been provided on undistributed earnings
of international subsidiaries. The Company's intention is to reinvest these
earnings permanently or to repatriate the earnings only when it is tax effective
to do so. Accordingly, the Company believes that any United States tax on
repatriated earnings would be substantially offset by U.S. foreign tax credits.
The Company is subject to periodic audits of its various tax returns by
government agencies; management does not believe that amounts, if any, which may
be required to be paid by reason of such audits will have a material effect on
the Company's financial position or results of operations.

NOTE 5--BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFITS

The Company and its domestic subsidiaries had a number of defined benefit
plans covering substantially all U.S. employees. Effective December 31, 1997,
the individual U.S. plans were merged into one plan . The information presented
below for U.S. plans for 1998 and 1997 is on the basis of the merged plans. Plan
benefits are generally based on years of service and compensation. The plans are
noncontributory, except for certain salaried employees. Certain foreign
subsidiaries have defined benefit

F-13
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 5--BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)

plans covering their employees. The following is a summary of the Company's
defined benefit plans funded status as of the most recent actuarial valuations
(December 31, 1998 and 1997).

<TABLE>
<CAPTION>
DECEMBER 31, 1998 DECEMBER 31, 1997
------------------------- -------------------------
ACCUMULATED ASSETS ACCUMULATED ASSETS
BENEFITS EXCEED BENEFITS EXCEED
EXCEED ACCUMULATED EXCEED ACCUMULATED
ASSETS BENEFITS ASSETS BENEFITS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year..... $ 21,540 $178,982 $ 23,691 $166,535
Service cost................................ 768 3,697 744 3,225
Interest cost............................... 1,450 12,692 1,403 12,358
Plan participants' contributions............ 272 265
Plan amendments............................. 4,797 1,678
Actuarial (gain) loss....................... 762 7,955 (52) 10,819
Settlements and curtailments................ (609)
Foreign exchange............................ 1,717 (223) (3,369) (452)
Benefits paid............................... (935) (14,538) (877) (14,837)
-------- -------- -------- --------
Benefit obligation at end of year........... 25,302 193,634 21,540 178,982
-------- -------- -------- --------
Change in plan assets:
Fair value of plan assets at beginning of
year...................................... 204,679 178,839
Actual return on plan assets................ 32,065 37,832
Employer contribution....................... 61 3,458
Plan participants' contributions............ 272 265
Foreign exchange............................ (320) (878)
Benefits paid............................... (14,538) (14,837)
-------- -------- -------- --------
Fair value of plan assets at end of year.... -- 222,219 -- 204,679
-------- -------- -------- --------
Funded status................................. (25,302) 28,585 (21,540) 25,697
Unrecognized net actuarial (gain) loss........ 1,075 (9,236) 252 (4,046)
Unrecognized prior service cost............... 10,076 6,609
Unrecognized transition obligation net........ 167 (2,540) 177 (2,867)
-------- -------- -------- --------
(Accrued) prepaid benefit cost................ $(24,060) $ 26,885 $(21,111) $ 25,393
======== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Components of net pension cost:
Service cost.............................................. $ 4,465 $ 3,969 $ 3,723
Interest cost............................................. 14,142 13,761 13,707
Expected return on plan assets............................ (18,038) (35,321) (16,193)
Net amortization and deferral of actuarial losses......... 983 19,417 1,321
-------- -------- --------
Net pension cost............................................ $ 1,552 $ 1,826 $ 2,558
======== ======== ========
</TABLE>

F-14
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 5--BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)

The weighted-average discount rate and rate of increase in future
compensation levels used in determining actuarial present value of the projected
benefit obligation was 7.0% (7.25% in 1997 and 7.5% in 1996) and 3.0% (3.25% in
1997 and 3.50% in 1996), respectively. The expected long-term rate of return on
assets was 10.5%. Plan assets consist primarily of U.S. equity and debt
securities. The Company has also adopted an unfunded Supplemental Employee
Retirement Plan ("SERP") which provides for the payment of the portion of annual
pension which cannot be paid from the retirement plan as a result of regulatory
limitations on average compensation for purposes of the benefit computation. The
largest non-U.S. pension plan, in accordance with local custom, is unfunded and
had an accumulated benefit obligation of approximately $21,139 and $18,656 at
December 31, 1998 and 1997, respectively. Such obligation is included in the
Consolidated Balance Sheet and the tables above. Pension plans of certain of the
Company's other international subsidiaries generally do not determine the
actuarial value of accumulated benefits and the value of net assets on the basis
shown above. The plans, in accordance with local practices, are generally
unfunded. The vested benefit obligations of these plans are not significant.

The Company maintains self insurance programs for that portion of its health
care and workers compensation costs not covered by insurance. The Company also
provides certain health care and life insurance benefits to certain eligible
retirees through postretirement benefit programs. The Company's share of the
cost of such plans for most participants is fixed, and any increase in the cost
of such plans will be the responsibility of the retirees. The Company funds the
benefit costs for such plans on a pay-as-you-go basis. Since the Company's
obligation for postretirement medical plans is fixed and since the accumulated
postretirement benefit obligation ("APBO") and the net postretirement benefit
expense are not material in relation to the Company's financial condition or
results of operations, management believes any change in medical costs from that
estimated will not have a significant impact on the Company. The discount rates
used in determining the APBO at December 31, 1998 and 1997 were 7.0% and 7.25%,
respectively.

Summary information on the Company's postretirement medical plans as of
December 31, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1997
-------- --------
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year............... $ 13,027 $ 13,102
Service cost.......................................... 72 65
Interest cost......................................... 935 963
Benefits and expenses paid by Amphenol................ (2,616) (2,092)
Actuarial gain (loss)................................. 1,247 989
-------- --------
Benefit obligation at end of year..................... $ 12,665 $ 13,027
======== ========
Funded status........................................... $(12,665) $(13,027)
Unrecognized net actuarial loss......................... 9,111 8,507
Unrecognized transition obligation...................... 869 931
-------- --------
Accrued benefit cost.................................... $ (2,685) $ (3,589)
======== ========
</TABLE>

F-15
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 5--BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Components of net postretirement benefit cost:
Service cost.............................................. $ 72 $ 65 $ 36
Interest cost............................................. 935 963 1,545
Amortization of transition obligation..................... 62 62 424
Net amortization and deferral of actuarial losses......... 961 733 729
------ ------ ------
Net postretirement benefit cost............................. $2,030 $1,823 $2,734
====== ====== ======
</TABLE>

NOTE 6--SHAREHOLDERS' EQUITY (DEFICIT)

The Company had a stock option plan which authorized the granting of stock
options by the Board of Directors for up to a maximum of 1,000,000 shares of
Class A Common Stock (the "Old Plan"). In conjunction with the Merger and
Recapitalization, all outstanding options under the Old Plan were cancelled and
the holders of options with an exercise price less than $26.00 per share were
paid the difference between $26.00 and the exercise price. Such amount for all
of the then outstanding options was approximately $2.2 million. In May 1997, the
Company adopted the 1997 Option Plan (the "New Plan") which authorizes the
granting of stock options by a committee of the Board of Directors for up to a
maximum of 1,200,000 shares of Common Stock. In May 1998, the New Plan was
amended to increase the number of authorized shares to a maximum of 1,750,000.
Options granted under the New Plan vest ratably over a period of five years from
the date of grant and are exercisable over a period of ten years from the date
of grant. In addition, shares issued in conjunction with the exercise of stock
options under the New Plan are generally subject to a Management Stockholders'
Agreement which, among other things, places restrictions on the sale or transfer
of such shares.

Stock option plan activity for 1996, 1997, and 1998 was as follows:

<TABLE>
<CAPTION>
OLD PLAN NEW PLAN AVERAGE PRICE
--------- --------- -------------
<S> <C> <C> <C>
Options outstanding at December 31, 1995................... 313,844 $18.48
Options granted............................................ 173,600 23.82
Options exercised.......................................... (15,005) 11.11
Options cancelled.......................................... (49,001) 21.53
---------
Options outstanding at December 31, 1996................... 423,438 20.58
Options granted............................................ 1,190,176 26.12
Options exercised.......................................... (14,001) 13.15
Options cancelled.......................................... (409,437) (11,750) 20.47
--------- ---------
Options outstanding at December 31, 1997................... -- 1,178,426 26.12
Options granted............................................ -- 240,460 50.82
Options cancelled.......................................... -- (148,450) 51.36
--------- ---------
Options outstanding at December 31, 1998................... -- 1,270,436 $27.85
========= =========
</TABLE>

F-16
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 6--SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)

The following table summarizes information about stock options outstanding
at December 31, 1998:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------- -------------------
AVERAGE AVERAGE
EXERCISE PRICE SHARES PRICE TERM SHARES PRICE
- -------------- --------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$26.00 1,137,676 $26.00 8.38 227,535 $26.00
32.00 66,060 32.00 9.82 -- --
39.93 10,000 39.93 8.63 2,000 39.93
58.00 56,700 58.00 9.27 -- --
</TABLE>

The Company applies APB Opinion 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for the stock option
plans. Accordingly, no compensation cost has been recognized for the plans. Had
compensation cost for the stock option plans been determined based on the fair
value of the option at date of grant consistent with the requirements of SFAS
No. 123, "Accounting for Stock-Based Compensation," the Company's income before
extraordinary item and net income and earnings per share would have been reduced
to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C> <C>
Income before extraordinary item.................... As reported $36,510 $51,264 $67,578
Pro forma 34,075 49,704 66,884

Income per share before extraordinary item.......... As reported $ 2.07 $ 1.84 $ 1.45
Pro forma 1.93 1.79 1.43

Income per share before extraordinary item -
assuming dilution................................. As reported $ 2.03 $ 1.83 $ 1.45
Pro forma 1.90 1.78 1.43

Net income.......................................... As reported $36,510 $26,717 $67,578
Pro forma 34,075 25,157 66,884

Net income per share................................ As reported $ 2.07 $ .96 $ 1.45
Pro forma 1.93 .90 1.43

Net income per share - assuming dilution............ As reported $ 2.03 $ .95 $ 1.45
Pro forma 1.90 .90 1.43
</TABLE>

The fair value of each stock option has been estimated at the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions:

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Risk free interest rate........................... 5.1% 5.4% 6.1%
Expected life..................................... 4 years 4 years 4 years
Expected volatility............................... 30.0% 30.0% 30.0%
Expected dividend yield........................... -- -- --
</TABLE>

F-17
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 6--SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)

The weighted-average fair values of options granted during 1998, 1997 and
1996 were $16.69, $8.36 and $7.98, respectively.

Activity in the Company's Accumulated Other Comprehensive Income accounts
for 1996, 1997 and 1998 is as follows:

<TABLE>
<CAPTION>
CUMULATIVE
CUMULATIVE MINIMUM ACCUMULATED
CUMULATIVE APPRECIATION PENSION OTHER
TRANSLATION IN MARKETABLE LIABILITY COMPREHENSIVE
ADJUSTMENT SECURITIES ADJUSTMENT INCOME
----------- ------------- ---------- -------------
<S> <C> <C> <C> <C>
Balance December 31, 1995................... $(2,412) $ 4,772 $(7,571) $(5,211)
Translation adjustments................... 647 647
Change in appreciation in market value of
marketable securities
available-for-sale...................... (1,085) (1,085)
Change in minimum pension liability
adjustment.............................. 1,762 1,762
------- ------- ------- -------
Balance December 31, 1996................... (1,765) 3,687 (5,809) (3,887)
Translation adjustments................... (8,147) (8,147)
Change in appreciation in market value of
marketable securities
available-for-sale...................... (1,140) (1,140)
Sale of available-for-sale securities..... (2,547) (2,547)
Change in minimum pension liability
adjustment.............................. 5,809 5,809
------- ------- ------- -------
Balance December 31, 1997................... (9,912) -- -- (9,912)
Translation adjustments................... 2,704 2,704
------- ------- ------- -------
Balance December 31, 1998................... $(7,208) -- -- $(7,208)
======= ======= ======= =======
</TABLE>

NOTE 7--LEASES

At December 31, 1998, the Company was committed under operating leases which
expire at various dates through 2008. Total rent expense under operating leases
for the years 1998, 1997, and 1996 was $13,927, $11,495 and $12,216
respectively.

Minimum lease payments under non-cancelable operating leases are as follows:

<TABLE>
<S> <C>
1999........................................................ $12,535
2000........................................................ 9,322
2001........................................................ 6,586
2002........................................................ 4,763
2003........................................................ 2,857
Beyond 2003................................................. 2,109
-------
Total minimum obligation $38,172
=======
</TABLE>

F-18
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 8--REPORTABLE BUSINESS SEGMENTS AND INTERNATIONAL OPERATIONS

The Company has two reportable business segments: interconnect products and
assemblies and cable products. The interconnect products and assemblies segment
produces connectors and connector assemblies primarily for the communications,
aerospace, industrial and automotive markets. The cable products segment
produces coaxial and flat ribbon cable primarily for communication markets,
including cable television. The accounting policies of the segments are the same
as those for the Company as a whole and are described in Note 1 herein. The
Company evaluates the performance of business units on, among other things,
profit or loss from operations before interest expense, goodwill and other
intangible amortization expense, headquarters' expense allocations, income taxes
and nonrecurring gains and losses. The Company's reportable segments are an
aggregation of business units that have similar production processes and
products.

<TABLE>
<CAPTION>
INTERCONNECT PRODUCTS CABLE
AND ASSEMBLIES PRODUCTS TOTAL
------------------------------ ------------------------------ ------------------------------
1998 1997 1996 1998 1997 1996 1998 1997 1996
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales
--external................... $718,109 $679,887 $585,033 $200,768 $204,461 $191,188 $918,877 $884,348 $776,221
--intersegment............... 358 102 76 7,189 5,037 4,462 7,547 5,139 4,538
Depreciation and
amortization................. 18,235 15,029 13,110 3,039 2,960 2,306 21,274 17,989 15,416
Segment operating income....... 135,739 132,520 102,937 31,880 39,313 43,818 167,619 171,833 146,755
Segment assets................. 311,892 256,380 232,765 55,119 58,743 51,129 367,011 315,123 283,894
Additions to property, plant
and equipment................ 22,483 21,275 17,654 3,834 2,666 3,388 26,317 23,941 21,042
</TABLE>

Reconciliation of segment operating income to consolidated income before
taxes and extraordinary item:

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Segment operating income...................... $167,619 $171,833 $146,755
Amortization of goodwill...................... (11,701) (11,316) (10,962)
Interest expense.............................. (81,199) (64,713) (24,617)
Headquarters' expense and other net
expenses.................................... (10,736) (8,630) (1,511)
-------- -------- --------
Consolidated income before taxes and
extraordinary item.......................... $ 63,983 $ 87,174 $109,665
======== ======== ========
</TABLE>

Reconciliation of segment assets to consolidated total assets:

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Segment assets................................ $367,011 $315,123 $283,894
Goodwill...................................... 360,265 339,223 346,583
Other unallocated assets...................... 80,125 82,808 80,185
-------- -------- --------
Consolidated total assets..................... $807,401 $737,154 $710,662
======== ======== ========
</TABLE>

F-19
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 8--REPORTABLE BUSINESS SEGMENTS AND INTERNATIONAL OPERATIONS (CONTINUED)

Geographic information:

<TABLE>
<CAPTION>
LAND AND
NET SALES DEPRECIABLE ASSETS
------------------------------ ------------------------------
1998 1997 1996 1998 1997 1996
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
United States.......................... $591,377 $581,278 $503,385 $ 70,072 $ 64,020 $ 60,413
Europe................................. 245,057 230,923 233,670 43,301 36,519 33,761
Other.................................. 155,350 133,355 92,689 13,406 11,053 7,901
Eliminations........................... (72,907) (61,208) (53,523)
-------- -------- -------- -------- -------- --------
Total.................................. $918,877 $884,348 $776,221 $126,779 $111,592 $102,075
======== ======== ======== ======== ======== ========
</TABLE>

Revenues by geographic area are based on origin of shipment. The Company had
export sales from the United States operations of approximately $58,000, $88,000
and $80,000 in 1998, 1997 and 1996, respectively.

NOTE 9--OTHER EXPENSES, NET

Other income (expense) is comprised as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Interest income................................... $ 121 $ 234 $ 784
Foreign currency transaction gains................ 1,445 1,283 339
Program fees on sale of accounts receivable....... (4,121) (3,671) (3,504)
Minority interests................................ (849) (1,042) (251)
Gain on sale of marketable securities............. 3,917
Agency and commitment fees........................ (705) (678) (257)
Other............................................. (436) (1,104) (807)
------- ------- -------
$(4,545) $(1,061) $(3,696)
======= ======= =======
</TABLE>

NOTE 10--COMMITMENTS AND CONTINGENCIES

In the course of pursuing its normal business activities, the Company is
involved in various legal proceedings and claims. Management does not expect
that amounts, if any, which may be required to be paid by reason of such
proceedings or claims will have a material effect on the Company's financial
position or results of operations.

Subsequent to the acquisition of Amphenol from Allied Signal Corporation
("Allied") in 1987, Amphenol and Allied have been named jointly and severally
liable as potentially responsible parties in relation to several environmental
cleanup sites. Amphenol and Allied have jointly consented to perform certain
investigations and remedial and monitoring activities at two sites and they have
been jointly ordered to perform work at another site. The responsibility for
costs incurred relating to these sites is apportioned between Amphenol and
Allied based on an agreement entered into in connection with the acquisition.
For sites covered by this agreement, to the extent that conditions or
circumstances occurred or existed at the time of or prior to the acquisition,
Allied is currently obligated to pay 80% of the

F-20
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 10--COMMITMENTS AND CONTINGENCIES (CONTINUED)

costs up to $30,000 and 100% of the costs in excess of $30,000. At December 31,
1998, approximately $15,000 of total costs have been incurred applicable to this
agreement. Management does not believe that the costs associated with resolution
of these or any other environmental matters will have a material adverse effect
on the Company's financial condition or results of operations.

A subsidiary of the Company has an agreement with a financial institution
whereby the subsidiary can sell an undivided interest of up to $60,000 in a
designated pool of qualified accounts receivable. The agreement expires in May
2004. Under the terms of the agreement, new receivables are added to the pool as
collections reduce previously sold accounts receivable. The Company services,
administers and collects the receivables on behalf of the purchaser. Fees
payable to the purchaser under this agreement are equivalent to rates afforded
high quality commercial paper issuers plus certain administrative expenses and
are included in other expenses, net, in the accompanying Consolidated Statement
of Income. The agreement contains certain covenants and provides for various
events of termination. In certain circumstances the Company is contingently
liable for the collection of the receivables sold; management believes that its
allowance for doubtful accounts is adequate to absorb the expense of any such
liability. At December 31, 1998 and 1997, approximately $60,000 in receivables
were sold under the agreement and are therefore not reflected in the accounts
receivable balance in the accompanying Consolidated Balance Sheet.

NOTE 11--FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:

Cash and short-term cash investments: The carrying amount approximates fair
value because of the short maturity of those instruments.

Long-term debt: The fair value of the Company's long-term debt is estimated
based on the quoted market prices for the same or similar issues or on the
current rates offered to the Company for debt of the same remaining maturities.
At December 31, 1998 and 1997, based on market quotes for the same or similar
securities it is estimated that the Company's 9 7/8% Subordinated Debentures
were trading at a premium of 5% over book value. The book value of the Company's
other long-term debt approximates fair value.

Investments: The Company periodically uses derivative financial instruments.
The instruments are primarily used to manage defined interest rate risk, and to
a lesser extent foreign exchange and commodity risks arising out of the
Company's core activities. In 1997, the Company entered into interest rate swaps
to limit exposure to interest rate fluctuations on the Company's floating rate
bank debt. At December 31, 1998 and 1997, the Company had $450,000 of interest
rate swaps outstanding as described in Note 3. While it is not the Company's
intention to terminate the interest rate swap agreements, the fair values were
estimated by obtaining quotes from brokers which represented the amounts that
the Company would receive or pay if the agreements were terminated. These fair
values indicated that termination of the agreements at December 31, 1998 and
1997 would have resulted in a pretax loss of $12,829 and $3,085, respectively.
Due to the volatility of interest rates, these estimated results may or may not
be realized.

F-21
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 11--FINANCIAL INSTRUMENTS (CONTINUED)

The Company does not utilize financial instruments for trading or other
speculative purposes. It is estimated that the carrying value of the Company's
other financial instruments at December 31, 1998 and 1997 approximates fair
value.

NOTE 12--SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
<S> <C> <C> <C> <C>
1998
Net sales........................................ $228,541 $227,942 $229,018 $233,376
Gross profit, including depreciation............. 74,397 74,621 72,813 72,892
Net income....................................... 9,673 10,355 8,212 8,270
Net income per share............................. .55 .59 .46 .46
Net income per share assuming dilution........... .54 .58 .46 .46
Stock price--High................................ 64 61 5/8 44 1/8 35 1/16
--Low................................... 53 1/4 39 29 13/16 27 1/2
1997
Net sales........................................ $211,773 $226,996 $223,494 $222,085
Gross profit, including depreciation............. 69,583 75,682 74,002 74,069
Income before extraordinary items................ 17,497 15,774 8,559 9,434
Income per share before extraordinary item....... .39 .50 .49 .54
Income per share before extraordinary item
assuming dilution.............................. .39 .49 .48 .53
Net income (loss)................................ 17,497 2,929 8,559 (2,268)
Net income (loss) per share...................... .39 .09 .49 (.13)
Net income (loss) per share assuming dilution.... .39 .09 .48 (.13)
Stock price--High 26 38 7/8 43 1/2 56
--Low................................... 21 3/4 24 1/8 39 1/16 44
1996
Net sales........................................ $194,822 $198,921 $184,876 $197,602
Gross profit, including depreciation............. 66,639 67,816 63,523 66,539
Net income....................................... 16,940 17,408 16,697 16,533
Net income per share (1)......................... .36 .37 .36 .37
Stock price--High................................ 26 27 5/8 22 7/8 23
--Low................................... 20 1/8 19 7/8 18 3/4 19
</TABLE>

- ------------------------

(1) Net income per share assuming dilution is equal to net income per share.

F-22
<PAGE>
AMPHENOL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SEPTEMBER 30,
1999 DECEMBER 31,
(UNAUDITED) 1998
------------- ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and short-term cash investments...................... $ 8,969 $ 3,095
Accounts receivable, less allowance for doubtful accounts
of $2,303 and $1,832, respectively...................... 116,463 83,065
Inventories............................................... 195,987 184,424
Prepaid expenses and other assets......................... 19,315 17,089
-------- --------
Total current assets........................................ 340,734 287,673
-------- --------
Land and depreciable assets, less accumulated depreciation
of $197,287 and $190,047, respectively.................... 122,315 126,779
Deferred debt issuance costs................................ 14,711 16,783
Excess of cost over fair value of net assets acquired....... 359,747 360,265
Other assets................................................ 10,656 15,901
-------- --------
$848,163 $807,401
======== ========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable.......................................... $ 76,776 $ 67,885
Accrued interest.......................................... 17,003 11,306
Other accrued expenses.................................... 52,219 43,319
Current portion of long-term debt......................... 1,696 1,655
-------- --------
Total current liabilities................................... 147,694 124,165
-------- --------
Long-term debt.............................................. 938,222 952,469
Deferred taxes and other liabilities........................ 27,357 23,024
Shareholders' Deficit:
Common stock.............................................. 18 18
Additional paid-in deficit................................ (499,793) (499,928)
Accumulated earnings...................................... 245,149 214,861
Accumulated other comprehensive loss...................... (10,484) (7,208)
-------- --------
Total shareholders' deficit................................. (265,110) (292,257)
-------- --------
$848,163 $807,401
======== ========
</TABLE>

See accompanying notes to condensed
consolidated financial statements.

F-23
<PAGE>
AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales..................................... $256,857 $229,018 $741,459 $685,501
Costs and expenses:
Cost of sales, excluding depreciation and
amortization.............................. 168,198 150,601 487,685 447,494
Depreciation and amortization expense....... 7,108 5,944 21,057 17,181
Selling, general and administrative
expense................................... 37,369 33,210 107,428 98,191
Amortization of goodwill.................... 3,103 2,995 9,263 8,653
---------- ---------- ---------- ----------
Operating income.............................. 41,079 36,268 116,026 113,982
Interest expense.............................. (20,001) (20,453) (59,673) (60,745)
Other expenses, net........................... (1,229) (1,040) (3,817) (3,022)
---------- ---------- ---------- ----------
Income before income taxes.................... 19,849 14,775 52,536 50,215
Provision for income taxes.................... 8,263 6,563 22,248 21,975
---------- ---------- ---------- ----------
Net income.................................... $11,586 $8,212 $30,288 $28,240
---------- ---------- ---------- ----------
Net income per common share................... $.65 $.46 $1.70 $1.60
---------- ---------- ---------- ----------
Average common shares outstanding............. 17,864,646 17,716,592 17,863,510 17,596,608
---------- ---------- ---------- ----------
Net income per common share--assuming
dilution.................................... $.64 $.46 $1.67 $1.58
---------- ---------- ---------- ----------
Average common shares outstanding assuming
dilution.................................... 18,196,036 17,917,861 18,107,502 17,927,434
---------- ---------- ---------- ----------
</TABLE>

See accompanying notes to condensed
consolidated financial statements.

F-24
<PAGE>
AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

(UNAUDITED)

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID-IN COMPREHENSIVE ACCUMULATED COMPREHENSIVE SHAREHOLDERS'
STOCK DEFICIT INCOME EARNINGS LOSS DEFICIT
-------- ---------- ----------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance at
December 31, 1998......... $18 $(499,928) $214,861 $ (7,208) $(292,257)

Comprehensive income:
Net income................ [$ 30,288] 30,288 30,288
-----------------

Other comprehensive loss,
net of tax:
Foreign currency
translation
adjustment............ (3,276) (3,276) (3,276)
-----------------
Comprehensive income........ [$ 27,012]
=================
Other adjustments........... 135 135
--- --------- -------- -------- ---------
Ending balance at
Sept. 30, 1999............ $18 $(499,793) $245,149 $(10,484) $(265,110)
=== ========= ======== ======== =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

F-25
<PAGE>
AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998

(UNAUDITED)

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID-IN COMPREHENSIVE ACCUMULATED COMPREHENSIVE SHAREHOLDERS'
STOCK DEFICIT INCOME EARNINGS LOSS DEFICIT
-------- ---------- ---------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance at
December 31, 1997......... $18 $(511,582) $178,351 $(9,912) $(343,125)

Comprehensive income:
Net income................ [$ 28,240] 28,240 28,240
----------------

Other comprehensive
income, net of tax:
Foreign currency
translation
adjustment............ 2,306 2,306 2,306
----------------
Comprehensive income........ [$ 30,546]
================

Issuance of 320,809 shares
of Common Stock related to
acquisition............... 11,449 11,449

Other adjustments........... 160 160
--- --------- -------- ------- ---------
Ending balance at
Sept. 30, 1998............ $18 $(499,973) $206,591 $(7,606) $(300,970)
=== ========= ======== ======= =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

F-26
<PAGE>
AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(UNAUDITED)

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------
1999 1998
-------- --------
<S> <C> <C>
Net income.................................................. $30,288 $28,240
Adjustments for cash from operations:
Depreciation and amortization............................. 30,320 25,834
Amortization of deferred debt issuance costs.............. 2,072 2,059
Net change in non-cash components of working capital...... (22,513) (20,454)
------- -------
Cash flow provided by operations............................ 40,167 35,679
------- -------
Cash flow from investing activities:
Capital additions, net.................................... (18,299) (20,753)
Investments in acquisitions............................... (1,416) (30,373)
------- -------
Cash flow used by investing activities...................... (19,715) (51,126)
------- -------
Cash flow from financing activities:
Net change in borrowings under revolving credit
facilities.............................................. (14,578) 18,010
Decrease in borrowings under New Credit Facility.......... -- (5,000)
------- -------
Cash flow (used by) provided by financing activities........ (14,578) 13,010
------- -------
Net change in cash and short-term cash investments.......... 5,874 (2,437)
Cash and short-term cash investments balance, beginning of
period.................................................... 3,095 4,713
------- -------
Cash and short-term cash investments balance, end of
period.................................................... $ 8,969 $ 2,276
------- -------
Cash paid during the period for:
Interest.................................................. $51,903 $51,879
Income taxes paid, net of refunds......................... 16,459 20,747
</TABLE>

See accompanying notes to condensed consolidated financial statements.

F-27
<PAGE>
AMPHENOL CORPORATION

NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1--PRINCIPLES OF CONSOLIDATION AND INTERIM FINANCIAL STATEMENTS

The condensed consolidated balance sheets as of September 30, 1999 and
December 31, 1998, and the related condensed consolidated statements of income
for the three and nine months ended September 30, 1999 and 1998 and of changes
in shareholders' deficit and of cash flow for the nine months ended September
30, 1999 and 1998 include the accounts of the Company and its subsidiaries. The
interim financial statements included herein are unaudited. In the opinion of
management all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of such interim financial statements have been
included. The results of operations for the three and nine months ended
September 30, 1999 are not necessarily indicative of the results to be expected
for the full year. These financial statements should be read in conjunction with
the financial statements and notes included in the Company's 1998 Annual Report
on Form 10-K.

NOTE 2--INVENTORIES

Inventories consist of:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
(UNAUDITED)
-------------
<S> <C> <C>
Raw materials and supplies.......................... $ 28,090 $ 24,806
Work in process..................................... 121,426 114,035
Finished goods...................................... 46,471 45,583
-------- --------
$195,987 $184,424
======== ========
</TABLE>

NOTE 3--REPORTABLE BUSINESS SEGMENTS (UNAUDITED)

The Company has two reportable business segments: interconnect products and
assemblies and cable products. The interconnect products and assemblies segment
produces connectors and connector assemblies primarily for the communications,
aerospace, industrial and automotive markets. The cable products segment
produces coaxial and flat ribbon cable primarily for communication markets,
including cable television. The Company evaluates the performance of business
units on, among other things, profit or loss from operations before interest
expense, goodwill and other intangible amortization expense, headquarters'
expense allocations, income taxes and nonrecurring gains and losses. The
Company's reportable segments are an aggregation of business units that have
similar production processes and products. The segment results for the nine
months ended September 30, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
INTERCONNECT
PRODUCTS CABLE
AND ASSEMBLIES PRODUCTS TOTAL
------------------- ------------------- -------------------
1999 1998 1999 1998 1999 1998
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net sales
- -external.............................. $563,085 $535,654 $178,374 $149,847 $741,459 $685,501
- -intersegment.......................... 533 266 6,819 5,554 7,352 5,820
Segment operating income............... 98,432 105,278 36,441 22,328 134,873 127,606
</TABLE>

F-28
<PAGE>
AMPHENOL CORPORATION

NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 3--REPORTABLE BUSINESS SEGMENTS (UNAUDITED) (CONTINUED)

Reconciliation of segment operating income to consolidated income before
taxes for the nine months ended September 30, 1999 and 1998:

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Segment operating income................................ $134,873 $127,606
Amortization of goodwill................................ (9,263) (8,653)
Interest expense........................................ (59,673) (60,745)
Other net expenses...................................... (13,401) (7,993)
-------- --------
Consolidated income before income taxes................. $ 52,536 $ 50,215
-------- --------
</TABLE>

NOTE 4--COMMITMENTS AND CONTINGENCIES

Subsequent to the acquisition of Amphenol from AlliedSignal Inc. ("Allied")
in 1987, Amphenol and Allied have been named jointly and severally liable as
potentially responsible parties in relation to several environmental cleanup
sites. Amphenol and Allied have jointly consented to perform certain
investigations and remedial and monitoring activities at two sites and they have
been jointly ordered to perform work at another site. The responsibility for
costs incurred relating to these sites is apportioned between Amphenol and
Allied based on an agreement entered into in connection with the acquisition.
For sites covered by this agreement, to the extent that conditions or
circumstances occurred or existed at the time of or prior to the acquisition,
Allied is currently obligated to pay 80% of the costs up to $30,000 and 100% of
the costs in excess of $30,000. Management does not believe that the costs
associated with resolution of these or any other environmental matters will have
a material adverse effect on the Company's financial condition or results of
operations.

A subsidiary of the Company has an agreement with a financial institution
whereby the subsidiary can sell an undivided interest of up to $60,000 in a
designated pool of qualified accounts receivable. The agreement expires in 2004.
Under the terms of the agreement, new receivables are added to the pool as
collections reduce previously sold accounts receivable. The Company services,
administers and collects the receivables on behalf of the purchaser. Fees
payable to the purchaser under this agreement are equivalent to rates afforded
high quality commercial paper issuers plus certain administrative expenses and
are included in other expenses, net, in the accompanying Condensed Consolidated
Statements of Income. The agreement contains certain covenants and provides for
various events of termination. In certain circumstances the Company is
contingently liable for the collection of the receivables sold; management
believes that its allowance for doubtful accounts is adequate to absorb the
expense of any such liability. At September 30, 1999 and December 31, 1998,
approximately $60,000 in receivables were sold under the agreement and are
therefore not reflected in the accounts receivable balance in the accompanying
Condensed Consolidated Balance Sheets at those dates.

F-29
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DECEMBER 7, 1999

AMPHENOL CORPORATION

2,750,000 SHARES OF CLASS A COMMON STOCK

--------------------

PROSPECTUS
------------------------

DONALDSON, LUFKIN & JENRETTE

LEHMAN BROTHERS

MERRILL LYNCH & CO.

SALOMON SMITH BARNEY

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We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of Amphenol
have not changed since the date hereof.
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