<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(as filed with the Securities and Exchange Commission on April 23, 1999)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMPHENOL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
NOTES
<PAGE>
NOTICE OF 1999 ANNUAL MEETING
AND
PROXY STATEMENT
AMPHENOL CORPORATION
AMPHENOL CORPORATION
358 HALL AVENUE
P.O. BOX 5030
WALLINGFORD, CONNECTICUT 06492-7530
<PAGE>
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
TIME
11:00 a.m., Wednesday, May 26, 1999
PLACE
Corporate Headquarters
358 Hall Avenue
Wallingford, CT 06492
AGENDA
1. To elect two directors for terms to expire at the 2002 Annual Meeting of
Stockholders.
2. To ratify the appointment of Deloitte & Touche LLP as independent
accountants.
3. To transact such other business as may properly come before the Meeting and
any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
EDWARD C. WETMORE
SECRETARY
APRIL 23, 1999
-IMPORTANT--
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING
<PAGE>
PROXY STATEMENT
This Proxy Statement (first mailed to stockholders on or about April 23,
1999) is furnished to the holders of the Class A Common Stock, par value $.001
per share ("Common Stock"), of Amphenol Corporation (the "Company" or
"Amphenol") in connection with the solicitation of proxies for use at the Annual
Meeting of Stockholders to be held at the Company's corporate headquarters at
358 Hall Avenue, Wallingford, Connecticut 06492-7530 (telephone (203) 265-8900)
at 11:00 a.m. on Wednesday, May 26, 1999 (the "Annual Meeting").
RECORD DATE
The Board of Directors has fixed the close of business on March 26, 1999 as
the Record Date for the 1999 Annual Meeting of Stockholders. Only stockholders
of record at the Record Date are entitled to notice of and to vote at the
Meeting or at any adjournments thereof, in person or by proxy. At the Record
Date, there were 17,855,761 shares of Common Stock outstanding.
PROXIES
The proxy accompanying this Proxy Statement is solicited on behalf of the
Board of Directors of the Company for use at the Annual Meeting and any
adjournments thereof. Each holder of Common Stock is entitled to one vote for
each share of such stock held. The holders in person or by proxy of a majority
of the Common Stock of the Company entitled to be voted at the Annual Meeting
shall constitute a quorum.
Any proxy delivered pursuant to this solicitation is revocable at the option
of the person(s) executing the same upon receipt by the Company, prior to the
time the proxy is voted, of a duly executed instrument revoking it, or of a duly
executed proxy bearing a later date, or in the case of death or incapacity of
the person(s) executing the same, of written notice thereof, or by such
person(s) voting in person at the Annual Meeting. Unless revoked, all proxies
representing shares entitled to vote which are delivered pursuant to this
solicitation will be voted at the Annual Meeting and, where a choice has been
specified on the proxy card, will be voted in accordance with such
specification.
A plurality of the shares of Common Stock present in person or represented
by proxy at the Annual Meeting is required for the election of directors. An
affirmative vote of a majority of the shares of Common Stock present in person
or represented by proxy at the Annual Meeting is required for approval of all
other items submitted to stockholders for their consideration. An automated
system administered by inspectors of election for the Company will tabulate the
votes. Broker non-votes will be treated as votes cast for purposes of a quorum,
but will not be counted as either voting for or against any proposal.
Abstentions will be included in tabulations of the votes cast on proposals
presented (other than the election of Directors) in the same manner as votes
cast against such proposals. WHERE A CHOICE HAS NOT BEEN SPECIFIED ON THE PROXY
CARD, THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF YOUR
BOARD OF DIRECTORS.
1
<PAGE>
PRINCIPAL STOCKHOLDERS OF AMPHENOL
Listed in the following Table are those stockholders known to Amphenol to be
the beneficial owners of more than five percent of the Company's Common Stock as
of March 26, 1999.
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------------------ -------------------- -----------
<S> <C> <C>
KKR Associates 1996 L.P.(1) 13,165,745 73.73%
9 West 57th Street
New York, NY ("KKR")
Franklin Resources, Inc. 1,421,336(2) 7.96%
777 Mariners Island Blvd.
San Mateo, CA
</TABLE>
- ------------------------
(1) Shares of Common Stock shown, as owned by KKR, are owned of record by three
limited partnerships affiliated with KKR, KKR 1996 Fund L.P. (10,291,194
shares), NXS Associates L.P. (2,784,407 shares) and KKR Partners II L.P.
(90,144 shares). Messrs. Henry R. Kravis, Michael W. Michelson and George R.
Roberts (directors of Amphenol) and Edward A. Gilhuly, Perry Golkin, James
H. Greene, Jr., Robert I. MacDonnell, Paul E. Raether, Clifton S. Robbins,
Scott M. Stuart and Michael T. Tokarz, as members of the limited liability
company which serves as the general partner of KKR, may be deemed to share
beneficial ownership of the shares of the Company's Common Stock shown as
beneficially owned by KKR. Each of these individuals disclaims beneficial
ownership of such shares, other than to the extent of his economic interest
in such partnerships.
(2) The Schedule 13G filed by such beneficial owner for the year ended December
31, 1998 indicates that it has shared voting power and shared dispositive
power over all 1,421,336 shares.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is certain information with respect to beneficial ownership
of the Company's Common Stock as of March 26, 1999 by each director, the named
executive officers and by all directors and executive officers of the Company as
a group:
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------------------ -------------------- -----------
<S> <C> <C>
Andrew M. Clarkson.......................................... 3,000(1) 0.02%
Timothy F. Cohane........................................... 170,630(2) 0.96%
G. Robert Durham............................................ 1,923(1) 0.01%
Edward G. Jepsen............................................ 171,330(2) 0.96%
Henry R. Kravis............................................. 13,165,745(1)(3) 73.73%
Marc S. Lipschultz.......................................... 0(1) --
Martin H. Loeffler.......................................... 238,464(2) 1.34%
Michael W. Michelson........................................ 13,165,745(1)(3) 73.73%
Diana G. Reardon............................................ 17,002 (2) 0.10%
George R. Roberts........................................... 13,165,745(1)(3) 73.73%
Edward C. Wetmore........................................... 9,394 (2) 0.05%
All executive officers and directors of the Company as a
group (11 persons)........................................ 13,776,488 77.15%
</TABLE>
- ------------------------
(1) The share ownership amounts for Messrs. Clarkson, Durham, Kravis,
Lipschultz, Michelson and Roberts reflected in this Table do not include any
shares of the Company's Common Stock which may be issued pursuant to the
Amphenol Corporation Directors' Deferred Compensation Plan described under
the caption "COMPENSATION OF THE BOARD" on page 8. The cumulative balance in
each director's deferred compensation account as of April 1, 1999 is
approximately 1,209 shares.
(2) Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon entered into
Management Stockholder's Agreements with Amphenol in connection with the
merger of the Company and an entity formed at the direction of KKR on May
19, 1997 (the "Merger") and each agreed to retain direct ownership of at
least 94,849, 76,923, 76,923, 2,000 and 2,000 Amphenol shares, respectively,
following the Merger. Pursuant to such Management Stockholder's Agreements,
each were awarded 336,538, 230,769, 230,769, 17,000 and 17,000 options,
respectively, to acquire Amphenol shares. Such retained shares and shares
acquired upon exercise of such options are subject to significant transfer
restrictions and call rights in favor of Amphenol for a period of five years
following the completion of the Merger. The share ownership amounts for
Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon reflected in this
Table include 141,615, 94,407, 93,707, 7,220 and 7,220 shares, respectively,
which are not presently owned by such individuals but which would be
issuable upon the exercise of stock options which are currently exercisable
or exercisable within 60 days of March 26, 1999.
(3) Messrs. Kravis, Michelson and Roberts disclaim beneficial ownership of such
shares except to the extent of their respective economic interests in the
partnerships owning such shares. (See "PRINCIPAL STOCKHOLDERS OF AMPHENOL"
on page 2).
3
<PAGE>
PROPOSAL 1. ELECTION OF DIRECTORS
The Amended and Restated Certificate of Incorporation and By-Laws of the
Company provide for a Board of Directors of three or more directors. Currently,
the number of directors of the Company is set at seven. Directors of the Company
are elected for terms of three years, with one-third of the directors subject to
election each year. Accordingly, action will be taken at the 1999 Annual Meeting
of Stockholders for the election of two directors, G. Robert Durham and George
R. Roberts. Each of these directors will hold office for the three-year term
ending in 2002 and until their respective successors are elected and qualified.
It is intended that the proxies delivered pursuant to this solicitation will
be voted in favor of the election of Mr. Durham and Mr. Roberts, except in cases
of proxies bearing contrary instructions. In the event that either of these
nominees should become unavailable for election for any presently unforeseen
reason, the person named in the proxy will have the right to use his discretion
to vote for a substitute.
The following information details offices held, other business
directorships, the classes and terms of all directors and nominees. Beneficial
ownership of equity securities of the directors and nominees is shown under the
caption "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS" on page 3.
NOMINEES FOR ELECTION IN 1999
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
TERM AS DIRECTOR AND OTHER INFORMATION
- --------------------------------------- ------------------------------------------------------------------------
<S> <C>
G. Robert Durham Member of the Audit Committee of the Company. Mr. Durham retired on June
Age 70 1, 1996 from Walter Industries, Inc. having served as chairman and chief
A Director since July 1997 executive officer since October 1995 and president and chief executive
officer since June 1991 to October 1995. He formerly served as chairman,
president and chief executive officer of Phelps Dodge Corporation. He is
a Director of Homestake Mining Company, the FINOVA Group Inc. and MONY
Group Inc.
George R. Roberts Founding Partner of Kohlberg Kravis Roberts & Co., L.P. and since
Age 55 January 1996 a Managing Member of the Executive Committee of the limited
A Director since May 1997 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., Bruno's Inc., Evenflo Company Inc., IDEX Corporation,
KinderCare Learning Center, Inc., KSL Recreation Group, Inc.,
Owens-Illinois Group, Inc., Owens-Illinois, Inc., PRIMEDIA Inc.,
Randalls Food Markets, Inc., Regal Cinemas, Inc., Safeway, Inc. and
Spalding Holdings Corporation. Messrs. Roberts and Kravis are first
cousins.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
PROPOSED NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.
4
<PAGE>
DIRECTORS CONTINUING IN OFFICE WITH TERMS EXPIRING IN 2000
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
TERM AS DIRECTOR AND OTHER INFORMATION
- --------------------------------------- ------------------------------------------------------------------------
<S> <C>
Henry R. Kravis Founding Partner of Kohlberg Kravis Roberts & Co., L.P. and since
Age 55 January 1996 a Managing Member of the Executive Committee of the limited
A Director since May 1997 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., Newsquest plc, Owens-Illinois Group, Inc.,
Owens-Illinois, Inc., PRIMEDIA Inc., Randalls Food Markets, Inc., Regal
Cinemas, Inc., Safeway, Inc., Sotheby's Holdings, Inc., Spalding
Holdings Corporation, and TI Group plc. Messrs. Kravis and Roberts are
first cousins.
Marc S. Lipschultz Member of the Compensation, Executive and Pension Committees of the
Age 30 Company. Mr. Lipschultz has been an Executive at Kohlberg Kravis Roberts
A Director since May 1997 & Co., L.P. since 1995. From 1993 to 1995 he attended Harvard Business
School. He is also a Director of Evenflo Company Inc., Spalding Holdings
Corporation and The Boyds Collection Ltd.
Andrew M. Clarkson Member of the Audit Committee of the Company. A Director of AutoZone,
Age 61 Inc. since 1986, Chairman of the Finance Committee of AutoZone, Inc.
Director since May 1997 since 1995, secretary from 1988 to 1993 and treasurer from 1990 to 1995.
</TABLE>
5
<PAGE>
DIRECTORS CONTINUING IN OFFICE WITH TERMS EXPIRING IN 2001
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
TERM AS DIRECTOR AND OTHER INFORMATION
- --------------------------------------- ------------------------------------------------------------------------
<S> <C>
Martin H. Loeffler Chairman of the Board of the Company since May 1997. Chief Executive
Age 54 Officer of the Company since May 1996. President of the Company since
A Director since December 1987 July 1987. Member of the Executive Committee and Chairman of the Pension
Committee of the Company.
Michael W. Michelson Member of the limited liability company which serves as the general
Age 48 partner of Kohlberg Kravis Roberts & Co., L.P. from 1996. General
A Director since May 1997 partner of Kohlberg Kravis Roberts & Co., L.P. from 1987 to 1995. Member
of the Compensation, Executive and Pension Committees of the Company. He
is also a Director of AutoZone, Inc., Owens-Illinois Group, Inc.,
Owens-Illinois, Inc. and Promus Hotel Corporation.
</TABLE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND AGE AND OTHER INFORMATION
- --------------------------------------- ------------------------------------------------------------------------
<S> <C>
Timothy F. Cohane Senior Vice President of the Company since 1994 and a vice president
Age 46 from 1991 to 1994. President and Chief Operating Officer of Times Fiber
Communications, Inc., a wholly-owned subsidiary of the Company, since
1994. A director of the Company from 1987 through May 1997.
Edward G. Jepsen Executive Vice President and Chief Financial Officer of the Company
Age 55 since May 1989. A director of the Company from 1989 through May 1997.
Diana G. Reardon Controller of the Company since 1994. Treasurer of the Company since
Age 39 1992.
Edward C. Wetmore Secretary and General Counsel of the Company since 1987.
Age 42
</TABLE>
6
<PAGE>
THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF THE BOARD
COMMITTEES OF THE BOARD. The Board of Directors of the Company currently
has four standing committees: the Audit Committee, the Compensation Committee,
the Executive Committee and the Pension Committee. The Company does not have a
Nominating Committee.
The Audit Committee recommends the appointment of independent auditors,
reviews the plan of audit, the audit report and management letter, and consults
periodically with the Company's independent auditors with regard to the adequacy
of internal controls. The members of the Audit Committee are Andrew W. Clarkson
and G. Robert Durham.
The Compensation Committee approves compensation guidelines, reviews the
role and performance of executive officers and key management personnel,
establishes compensation levels for the Chief Executive Officer and other
executive officers and key management personnel and reviews and approves the
Chief Executive Officer's recommendations for compensation, bonus allocations,
stock option awards for key employees of the Company and its affiliates. The
members of the Compensation Committee are Michael W. Michelson and Marc S.
Lipschultz.
The Pension Committee administers the Company's pension plan and consults
with the Chief Executive Officer, the Chief Financial Officer and the Treasurer
of the Company and, as deemed necessary and appropriate, the trustee and
investment managers of the assets of the Company's pension plan. The Pension
Committee consists of Messrs. Loeffler (Chairman), Michelson and Lipschultz.
The Executive Committee is empowered to exercise the powers and authority of
the full Board of Directors in the management of the business and affairs of the
Company, subject at all times to the supervision and control of the Board of
Directors. The members of the Executive Committee are Messrs. Loeffler,
Michelson and Lipschultz.
MEETINGS OF THE BOARD. During 1998 there were four meetings of the Board of
Directors, three meetings of the Audit Committee and two meetings of the
Compensation Committee. The Compensation Committee also met informally on an
as-needed basis and acted on several matters by unanimous written consent. The
Executive and Pension Committees met informally from time to time and acted on
several matters by unanimous written consent on an as-needed basis. All
directors attended each of the meetings of the Board of Directors and the
Committees on which they served except Mr. Kravis and Mr. Roberts who were
unable to attend two meetings.
COMPENSATION OF THE BOARD. The Company has authorized a retainer fee to
non-employee directors at an annual rate of $30,000. No separate Board or
Committee meeting fees have been authorized. During 1997 the Company adopted the
Amphenol Corporation Directors' Deferred Compensation Plan (the "Plan"). The
Plan allows the directors to elect to defer payment of their fees to a future
date with the ultimate payment in cash or stock of the Company subject to the
prior election of each director. Distributions would begin with the first day of
the year following the director's retirement or separation from the Board. All
directors have elected deferral of fees and the payment of fees in stock. The
cumulative balance in each director's stock account as of April 1, 1999 is
approximately 1,209 shares of Amphenol Common Stock.
7
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
SUMMARY COMPENSATION TABLE
The following Table provides certain summary information concerning the
compensation provided by the Company to the Chief Executive Officer and the four
other most highly compensated executive officers of the Company during 1996,
1997 and 1998 (the "named executive officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION
---------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
SECURITIES
NAME AND RESTRICTED UNDERLYING
PRINCIPAL STOCK OPTIONS/ ALL OTHER
POSITION YEAR SALARY BONUS AWARDS(5) SARS(#) COMPENSATION(9)
- ------------------------------------- --------- ---------- ---------- --------------- ----------- ----------------
M.H. Loeffler 1998 $ 735,000 $ 232,000(2) 0 35,000(6) $ 0
Chairman, President & CEO 1997 700,000 413,000(3) 0 336,538(7) 789,444(10)
1996 660,000 330,000(4) 0 50,000(8) 2,858
E.G. Jepsen 1998 $ 425,000 $ 89,000(2) 0 10,500(6) $ 3,375
Executive V.P. & CFO 1997 405,000 157,950(3) 0 230,769(7) 358,920(10)
1996 385,000 135,000(4) 0 15,000(8) 1,930
T.F. Cohane 1998 $ 315,000(1) $ 80,000 (2) 0 7,000(6) $ 922
Senior Vice President 1997 300,000(1) 85,000 (3) 0 230,769(7) 210,870(10)
1996 280,000(1) 70,000 (4) 0 10,000(8) 469
E.C. Wetmore 1998 $ 231,000 $ 32,000(2) 0 2,100(6) $ 369
Secretary & General Counsel 1997 220,000 57,200(3) 0 17,000(7) 4,544(10)
1996 204,000 41,000(4) 0 3,000(8) 437
D.G. Reardon 1998 $ 132,000 22,000(2) 0 2,100(6) $ 108
Treasurer & Controller 1997 150,000 45,000(3) 0 17,000(7) 6,507(10)
1996 140,000 35,000(4) 0 3,000(8) 119
</TABLE>
- ------------------------
(1) Salary and Bonus paid by Times Fiber Communications, Inc., a wholly-owned
subsidiary of the Company.
(2) 1998 Bonus was paid in January 1999.
(3) 1997 Bonus was paid in January 1998.
(4) 1996 Bonus was paid in January 1997.
(5) Upon completion of the Merger, the Restricted Stock Plan of the Company was
terminated.
(6) On April 8, 1998 Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon
were awarded 35,000, 10,500, 7,000, 2,100 and 2,100 stock options,
respectively. All such stock options were awarded pursuant to the Amended
1997 Option Plan for Key Employees of Amphenol and Subsidiaries (the
"Amended 1997 Option Plan") with an exercise price of $58.00 per share.
8
<PAGE>
(7) On May 19, 1997 Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon
were awarded 336,538, 230,769, 230,769, 17,000 and 17,000 stock options,
respectively. All stock options were awarded pursuant to the Amended 1997
Option Plan with an exercise price of $26.00 per share.
(8) On April 17, 1996, Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon
were awarded 50,000, 15,000, 10,000, 3,000 and 3,000 stock options,
respectively. All such stock options were awarded pursuant to the Amphenol
Stock Option Plan with an exercise price of $23.875 per share. Upon
completion of the Merger, the Amphenol Stock Option Plan was terminated.
(9) Includes imputed compensation for Group Term Life Insurance net of employee
payments.
(10) Includes $787,500, $356,875, $210,000, $4,250 and $6,375 cash payments
received upon the completion of the Merger by Messrs. Loeffler, Jepsen,
Cohane, Wetmore and Ms. Reardon, respectively, for all options previously
awarded under the Amphenol Stock Option Plan but not exercised prior to the
completion of the Merger. All optionholders were paid the difference between
$26.00 and the exercise price of the previously awarded stock options and
such outstanding options under the Amphenol Stock Option Plan were cancelled
upon completion of the Merger.
9
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following Table provides information regarding option grants during 1998
to the named executive officers.
INDIVIDUAL OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(5)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------
NAME GRANTED(1) FISCAL YEAR 1998(2) ($/SH)(3)(4) DATE 5% ($) 10% ($)
- -------------------------------------- ----------- --------------------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
M.H. Loeffler......................... 35,000 28.5% $ 58.00 4/7/2008 $ 1,276,657 $ 3,235,299
E.G. Jepsen........................... 10,500 8.5% 58.00 4/7/2008 382,997 970,590
T.F. Cohane........................... 7,000 5.7% 58.00 4/7/2008 255,331 647,060
E.C. Wetmore.......................... 2,100 1.7% 58.00 4/7/2008 76,599 194,118
D.G. Reardon.......................... 2,100 1.7% 58.00 4/7/2008 76,599 194,118
</TABLE>
- ------------------------
(1) The Company has reserved 1,750,000 shares of Common Stock for issuance
pursuant to the Amended 1997 Option Plan, of which 484,374 shares are
available for future awards as of April 1, 1999. The Company has not granted
any SARs.
(2) Percentages indicated are based on a total of 122,760 options granted to 98
employees of the Company and its subsidiaries during 1998.
(3) No options were repriced during the last fiscal year.
(4) Options become exercisable in equal installments of 20%, commencing on the
first anniversary of the date of grant. Shares received pursuant to the
exercise of options are subject to material restrictions on sale or
transfer.
(5) The potential realizable values reflected in these columns result from
calculations which assume a current Common Stock value of $58.00 and 5% and
10% growth rates over a 10 year period and are not intended to forecast
future prices of the Common Stock of the Company.
10
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
The following table provides information concerning the exercise of stock
options during 1998 by the named executive officers and the year-end value of
unexercised options.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END (#) AT FY-END ($) (1)
------------------- ---------------------
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------- --------------------- ------------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
M.H. Loeffler........................ 0 0 67,308/304,230 $ 281,886/1,127,536
E.G. Jepsen.......................... 0 0 46,154/195,115 193,293/ 773,168
T.F. Cohane.......................... 0 0 46,154/191,615 193,293/ 773,168
E.C. Wetmore......................... 0 0 3,400/ 15,700 14,239/ 56,957
D.G. Reardon......................... 0 0 3,400/ 15,700 14,239/ 56,957
</TABLE>
- ------------------------
(1) Based on the New York Stock Exchange trading closing price of Amphenol
Common Stock on December 31, 1998 of $30.188.
11
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPOSITION AND PURPOSE
The Compensation Committee of the Board of Directors is delegated
responsibility for the compensation programs affecting executive officers and
key management employees of the Company and its subsidiaries including base
compensation, bonuses, stock option and other incentive awards. The Committee is
currently composed of two directors who are not officers or employees of the
Company. The activities and actions of the Committee are subject to the review
of the full Board of Directors.
The Committee's specific responsibilities include:
- Approval of the compensation philosophy and guidelines for all executive
officers and key management employees of the Company and its subsidiaries.
- Review, at least annually, the goals and the performance of the Company's
Chairman, President and Chief Executive Officer and approve changes in
levels of base compensation for said employee.
- Review recommendations from the Company's Chairman, President and Chief
Executive Officer related to base compensation, bonus pool, bonus
allocations, stock option and other incentive awards and related matters
for executive officers, key management employees and prospective senior
management employees of the Company.
- Maintain and review from time to time the Company's management succession
program.
COMPENSATION POLICIES AND PRACTICES
PHILOSOPHY. The Committee's objective will continue to be the development,
refinement and implementation of a complete compensation program that will serve
to attract, retain and stimulate motivated senior management employees. The
Committee also recognizes its responsibilities and obligations to the
stockholders of the Company. The stock-based programs summarized below are
intended to more specifically align the interests of the Company's senior
management employees with the interests of the Company's stockholders and
encourage long-term decision making geared to increasing shareholder value. The
Committee also recognizes its responsibilities and obligations to other
employees of the Company and its subsidiaries.
BASE COMPENSATION. The performance and salary of each executive officer and
each senior management employee of the Company whose base compensation is at
least $150,000 continues to be reviewed annually by the Committee. In
establishing general compensation policies and in reviewing and assessing the
appropriateness of base compensation levels, the Committee considers the
recommendations of the Company's Chief Executive Officer, published information
and independent professional salary surveys of comparably situated individuals
in other companies of the same size and/or type. The Committee also considers
the historical, current and forecasted performance of the Company and the
contributions or expected contributions of each senior management employee to
those results in the course of its annual review.
BONUS PLAN. In addition to base compensation, executive officers and key
management employees participate in the Company's Management Incentive Plan.
Payments under this plan are contingent upon the Company's achievement and/or
each individual operation's achievement of targeted levels of operating income
and revenues and certain additional performance criteria. Annual bonus targets
which are based upon a percentage of average base compensation are established
at the beginning of each year. Target bonuses for most plan participants range
from 10% to 50% of average base salary. Discretionary payments are also
considered when specific objectives are undertaken and achieved.
12
<PAGE>
STOCK OPTION PROGRAM. Stock options have been granted at fair market value
and vest in equal annual installments over a five year period. Stock options
have been awarded annually to executive officers and other key management
employees. All stock option awardees must execute a Management Stockholders
Agreement with the Company which sets forth the terms and conditions and
limitations applicable to any shares purchased pursuant to the options granted
under the Amended 1997 Option Program. In determining a stock option award, the
Committee will consider the amount of stock options, if any, previously awarded
to an individual, an individual's past and expected future contributions to the
Company's financial performance and an individual's responsibilities for
assisting the Company in achieving its long-term strategic goals. The Committee
believes that the extended five year vesting period for option awards helps
retain key employees.
CEO COMPENSATION
The Company had a good year in 1998. Overall performance was impacted by
worldwide economic conditions resulting in a slower rate of growth and
significant pressure on profit margins. Notwithstanding these and other
challenges, the Company was able to sustain growth in sales and earnings per
share in 1999, both in excess of the performance of the industry average.
Mr. Loeffler, as Chairman, President and Chief Executive Officer of the
Company continues to play a vital role in sustaining the success of the Company
and growing shareholder value. His base salary for 1999 has been increased by
approximately 3.5% from $735,000 to $761,000. His bonus payout pursuant to the
1998 Management Incentive Plan was $232,000 representing approximately 32% of
his 1998 base salary. His target bonus payment pursuant to the 1999 Management
Plan remains at 45% of his 1999 base salary. Mr. Loeffler's 1999 base salary,
1998 bonus payment and 1999 bonus target were established based upon the
Compensation Committee's review and consideration of market conditions, the
Company's 1998 performance as described above, the review and consideration of
Mr. Loeffler's personal performance and the review and consideration of
available information on compensation of Chief Executive Officers of other
companies in the interconnect industry and other companies of comparable size
with comparable performance. The Committee believes that the Common Stock of the
Company retained by Mr. Loeffler following the completion of the merger with KKR
in May 1997 as well as the option awards made to Mr. Loeffler in 1997 and 1998
and contemplated for 1999 have and will continue to more closely align Mr.
Loeffler's interests with those of other owners of the Company's Common Stock
and provide Mr. Loeffler with appropriate additional incentive.
SECTION 162(M) OF THE INTERNAL REVENUE CODE
In 1993, Congress created a new Internal Revenue Code subsection 162(m)
which could have the effect of limiting the deductibility of compensation paid
to the Company's five highest paid executive officers to no more than $1 million
per year beginning in 1994. Certain types of compensation are exempted from this
limitation including any payments that are based on a plan setting forth
objective performance goals which is administered by outside directors and that
has been approved by stockholders.
Although the Committee will consider this legislation when reviewing
executive compensation, the Committee intends to use its business judgment to
determine whether levels of base compensation and bonus payments are in the best
interests of the Company and its stockholders notwithstanding the deductibility
of any portion of such payments in view of the limitations of subsection 162(m).
Regardless, the Committee and the Company do not believe that this legislation
will have any material effect on the financial condition of the Company for the
foreseeable future.
MICHAEL W. MICHELSON
MARC S. LIPSCHULTZ
13
<PAGE>
COMPARISON OF TOTAL DAILY COMPOUNDED RETURN
AMONG AMPHENOL CORPORATION,
S&P 500 INDEX AND PEER GROUP COMPOSITE
The following graph compares the performance of Amphenol over a period of
five years ending December 31, 1998 with the performance of the Standard &
Poor's 500 Stock Index and the average performance of a composite group
consisting of the Company's peer corporations on a line-of-business basis. The
Company is excluded from this group. The corporations comprising the composite
group are AMP Inc., Hubbell Incorporated, Methode Inc., Molex Inc., Raychem
Corp., and Thomas & Betts Corporation. Total Daily Compounded Return indices
reflect reinvested dividends and are weighted on a market capitalization basis
at the time of each reported data point.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AMPHENOL COMPOSITE S&P 500
<S> <C> <C> <C>
1993 100.0 100.0 100.0
1994 145.5 115.0 101.4
1995 147.0 132.1 138.5
1996 134.8 153.6 169.4
1997 337.5 172.4 222.0
1998 183.0 182.3 281.2
</TABLE>
CUMULATIVE TOTAL RETURN
ANNUALLY: 12/31/93 TO 12/31/98
The data points for the above graph are as follows:
<TABLE>
<CAPTION>
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Amphenol.......................... 100.0% 145.5% 147.0% 134.8% 337.5% 183.0%
Composite......................... 100.0% 115.0% 132.1% 153.6% 172.4% 182.3%
S&P 500........................... 100.0% 101.4% 138.5% 169.4% 222.0% 281.2%
</TABLE>
14
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998 none of the members of the Compensation Committee were present
or former officers or employees of the Company or its subsidiaries. Mr. Loeffler
is the only officer or employee of the Company who serves on the Company's Board
of Directors. Mr. Loeffler does not serve on the Board of Directors of any other
company.
EMPLOYMENT AGREEMENTS
Pursuant to an employment letter agreement with the Company dated July 28,
1987, Mr. Loeffler is guaranteed a minimum annual bonus of $30,000. Under this
agreement, Mr. Loeffler is entitled upon termination of his employment with the
Company to 18 months severance pay, which includes base salary plus any bonus;
upon involuntary termination, Mr. Loeffler is also entitled to relocation
expenses to the country of his origin, provided that he requests this benefit
within six months after his last day of employment with the Company. There are
no other employment agreements with any of the named executive officers.
PENSION INFORMATION
MERGER OF PENSION PLANS. Prior to 1998, the Company and its domestic
subsidiaries maintained eight separate defined benefit pension plans covering
substantially all U.S. employees. Effective December 31, 1997, these pension
plans were merged into one plan, the Pension Plan for Employees of Amphenol
Corporation (the "Plan"), although the different formulas for calculating
pension benefits for employees of each operation have been retained.
THE AMPHENOL PLAN SECTION. This Section of the Plan provides for annual
pensions to certain salaried employees including executive officers and
directors who are employees, who complete five years of service with the
Company. The Company is required to make all contributions necessary to provide
benefits payable under this retirement plan section. No participant
contributions are required or permitted. In 1998, Mr. Loeffler was the only
executive officer or director of the Company who participated in the Amphenol
Plan Section of the Plan.
The normal retirement date under the Amphenol Plan Section of the Plan is
the first day of the month following a participant's 65th birthday. A
participant may also retire as of the first day of any month subsequent to the
participant's 55th birthday and completion of ten years of service. The monthly
normal retirement benefit for a participant is equal to the greater of: (i)
Formula A: 1.1% of the participant's average final pensionable compensation
multiplied by the participant's years of credited service or (ii) Formula B:
1.8% of the participant's average final pensionable compensation multiplied by
the participant's years of credited service not in excess of 25 (1% for years in
excess of 25) reduced by 2% of the participant's estimated monthly social
security benefit multiplied by the participant's years of credited service not
in excess of 30. Average final pensionable compensation is defined as the
participant's highest average annual total compensation from the Company and its
affiliates, excluding bonuses, during any five consecutive years of service with
the Company or its affiliates during the ten calendar years of service preceding
the participant's termination of employment. A participant's normal retirement
benefit is reduced for early retirement by 1/180 for each complete calendar
month up to 60 months (1/360 for each additional calendar month) by which the
commencement date for the payment of benefits precedes the participant's normal
retirement date. Retirement benefits are paid in the form of a life annuity
(joint and
15
<PAGE>
survivor annuity for married participants). A participant has a nonforfeitable
right to his retirement benefit upon completion of five years of service.
Section 415 of the Internal Revenue Code of 1986, as amended (the "Code"),
currently limits the maximum annual benefit which may be paid to any employee
from a tax-qualified plan to $130,000. Section 401(a)(17) of the Code currently
limits the amount of compensation taken into account under a tax-qualified plan
to $160,000. Both of these limitations are subject to future adjustment. The
Company has also adopted a Supplemental Employee Retirement Plan ("SERP") which
formally provides for the payment of the portion of an annual pension which
cannot be paid from the Plan as a result of the Code limitations described
above. Final Average Compensation under the SERP, however, is limited to
$500,000.
The following Table sets forth the estimated annual benefits under the
Amphenol Plan Section of the Plan payable on retirement for specified earnings
and years of participation categories assuming retirement at age 65.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION PAYABLE BY THE COMPANY UNDER THE
AMPHENOL PLAN
SECTION AT NORMAL RETIREMENT BASED ON YEARS OF PARTICIPATION
INDICATED
FINAL AVERAGE ----------------------------------------------------------------
COMPENSATION 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
- ------------------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
$150,000........... $ 13,500 $ 27,000 $ 40,500 $ 54,000 $ 67,500 $ 75,000
200,000........... 18,000 36,000 54,000 72,000 90,000 100,000
250,000........... 22,500 45,000 67,500 90,000 112,500 125,000
300,000........... 27,000 54,000 81,000 108,000 135,000 150,000
350,000........... 31,500 63,000 94,500 126,000 157,500 175,000
400,000........... 36,000 72,000 108,000 144,000 180,000 200,000
450,000........... 40,500 81,000 121,500 162,000 202,500 225,000
500,000........... 45,000 90,000 135,000 180,000 225,000 250,000
</TABLE>
The above benefits are computed on a straight life annuity basis and do not
take into account any reduction for joint and survivor payments or social
security offsets.
As of December 31, 1998, Mr. Loeffler has 25 years of credited service in
the Amphenol Plan Section of the Plan, and his covered compensation amounts to
$735,000 although Final Average Compensation under the SERP is limited to
$500,000. Messrs. Cohane, Jepsen, Wetmore and Ms. Reardon do not participate in
the Amphenol Plan Section of the Plan.
THE LPL PLAN SECTION. Messrs. Cohane, Jepsen, Wetmore and Ms. Reardon
participated in the LPL Plan Section of the Plan which terms, except for
required employee contributions, are similar to those of the Amphenol Plan
Section of the Plan. In addition, average final pensionable compensation under
the LPL Plan Section of the Plan is defined as the participant's highest average
annual total compensation from the Company and its affiliates, including
bonuses, during any five consecutive years of service with the Company or its
affiliates during the ten calendar years of service preceding the participant's
termination of employment.
Section 415 of the Internal Revenue Code of 1986, as amended (the "Code"),
currently limits the maximum annual benefit which may be paid to any employee
from a tax-qualified plan to $130,000. Section 401(a)(17) of the Code currently
limits the amount of compensation taken into account under a tax-qualified plan
to $160,000. Both of these limitations are subject to future adjustment. The
Company's Supplemental Employee Retirement Plan ("SERP") formally provides for
the portion of an annual
16
<PAGE>
pension which cannot be paid from the LPL Plan Section of the Plan as a result
of the Code limitations described above. Final Average Compensation under the
SERP, however, is limited to $500,000.
The following Table sets forth the estimated annual benefits under the LPL
Plan Section of the Plan payable on retirement for specified earnings and years
of participation categories assuming retirement at age 65.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION PAYABLE BY THE COMPANY UNDER THE LPL
PLAN
SECTION AT NORMAL RETIREMENT BASED ON YEARS OF PARTICIPATION
INDICATED
FINAL AVERAGE ----------------------------------------------------------------
COMPENSATION 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
- ------------------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
$150,000........... $ 15,000 $ 30,000 $ 45,000 $ 60,000 $ 75,000 $ 75,000
200,000........... 20,000 40,000 60,000 80,000 100,000 100,000
250,000........... 25,000 50,000 75,000 100,000 125,000 125,000
300,000........... 30,000 60,000 90,000 120,000 150,000 150,000
350,000........... 35,000 70,000 105,000 140,000 175,000 175,000
400,000........... 40,000 80,000 120,000 160,000 200,000 200,000
450,000........... 45,000 90,000 135,000 180,000 225,000 225,000
500,000........... 50,000 100,000 150,000 200,000 250,000 250,000
</TABLE>
The above benefits are computed on a straight life annuity basis and do not
take into account any reduction for joint and survivor payments or social
security offsets.
As of December 31, 1998, Mr. Cohane has 12 years of credited service in the
LPL Plan Section of the Plan, and his covered compensation amounts to $400,000,
Mr. Jepsen has 9 years of credited service in the LPL Plan Section of the Plan,
and his covered compensation amounts to $582,950 (although Final Average
Compensation under the SERP is limited to $500,000), Mr. Wetmore has 11 years of
credited service in the LPL Plan Section of the Plan, and his covered
compensation amounts to $288,200 and Ms. Reardon has 9 years of credited service
in the LPL Plan Section of the Plan, and her covered compensation amounts to
$177,000. Mr. Loeffler does not participate in the LPL Plan Section of the Plan.
17
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
THE MERGER AND RELATED MATTERS. Pursuant to the Merger Agreement with NXS
Acquisition Corp. ("NXS"), a wholly-owned subsidiary of a limited partnership
organized at the direction of KKR Associates 1996 L.P. ("KKR"), on May 19, 1997
NXS merged with and into Amphenol, which became the surviving corporation (the
"Merger"). As a result of the Merger, KKR became a 75% majority stockholder of
the Company.
Amphenol agreed in the Merger Agreement that all rights to indemnification
then existing in favor of the present and former directors and officers of
Amphenol or any of its subsidiaries as provided in its Amended and Restated
Certificate of Incorporation, its By-Laws, under Delaware General Corporation
Law or otherwise shall survive the Merger and shall continue in full force and
effect in accordance with their terms for a period of six years from the date of
the Merger.
During 1998 the Company paid Kohlberg Kravis Roberts & Co., L.P. an annual
fee of one million dollars for management consulting and financial services.
From time to time Kohlberg Kravis Roberts & Co., L.P. may receive additional
fees for advisory services rendered to the Company and its subsidiaries. Such
fees will be negotiated from time to time with the independent members of the
Company's Board of Directors on an arms-length basis and will be based on the
services performed and the prevalent fees then charged by third-parties for
comparable services.
REGISTRATION RIGHTS AGREEMENT. Under certain circumstances and subject to
certain conditions, KKR Associates 1996 L.P. and its affiliated entities (the
"KKR Entities") have the right to require the Company to register, under the
Securities Act, shares of Common Stock held by them. The Registration Rights
Agreement provides that, among other things, the Company will pay all expenses
in connection with any such registration.
MANAGEMENT STOCKHOLDER'S AGREEMENT. Upon consummation of the Merger, the
Company entered into substantially identical Management Stockholder's Agreements
with each of Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon who
agreed to retain direct ownership of at least 94,849, 76,923, 76,923, 2,000 and
2,000 shares, respectively. Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms.
Reardon received awards of 336,538, 230,769, 230,769, 17,000 and 17,000 stock
options, respectively, in connection with such personal investment and long-term
commitments to the Company. Each Management Stockholder's Agreement imposes
significant restrictions on the transfer of such shares of Common Stock. Shares
subject to each Management Stockholder's Agreement are generally nontransferable
by any means at any time prior to the fifth anniversary of the date of the
Merger. Each Management Stockholder's Agreement also affords the Company
significant favorable repurchase rights if an employee voluntarily terminates
employment with the Company without cause.
Stock options granted pursuant to the Amended 1997 Option Plan are also
subject to the terms and conditions of the Management Stockholder's Agreement.
The rights and obligations with respect to shares of Common Stock purchased by
an option awardee upon the exercise of an option will be substantially identical
to the rights and obligations applicable to shares of Common Stock purchased
pursuant to a Management Stockholder's Agreement.
Management stockholders will have limited "piggyback" registration rights
with respect to any shares of Common Stock purchased or retained or acquired by
option exercise if the Company elects to make a public offering and there exists
an active trading market in 40% or more of the Company's Common Stock following
such offering.
18
<PAGE>
SALES PARTICIPATION AGREEMENT. Upon the purchase of Common Stock subject to
the Management Stockholder's Agreement, each such management stockholder will be
the beneficiary of a Sale Participation Agreement (the "Sale Participation
Agreement") with the KKR Entities. The Sale Participation Agreement allows such
management stockholders the right to participate in any sale of shares of Common
Stock by the KKR Entities occurring prior to the fifth anniversary of the first
public offering of Amphenol Common Stock. Shares of Common Stock sold by the
management stockholders pursuant to the Sale Participation Agreement will not be
subject to any restrictions on transfer imposed by the Management Stockholder's
Agreement.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that executive
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with The Securities and Exchange Commission ("SEC") and the New York
Stock Exchange. Officers, directors and greater than 10% shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based upon its review of the copies of such forms received by it since
January 1, 1998 and written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that all
applicable filings were made in a timely manner with one exception. Martin H.
Loeffler, who acquired 1,000 shares in an open market transaction in October
1998, inadvertently failed to report such purchase on the applicable Form 4
until December 1998.
PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP to act as
independent accountants for the Company for the current fiscal year, and a
proposal to ratify this selection will be submitted to the Annual Meeting.
Deloitte & Touche LLP has acted as accountants for the Company since June 1997,
and management believes it desirable and in the best interests of the Company to
continue the employment of that firm. Representatives of Deloitte & Touche LLP
will be present at the Annual Meeting. Such representatives will have the
opportunity to make a statement if they desire to do so, and are expected to be
available to respond to appropriate questions.
If the foregoing proposal is not approved by the holders of a majority of
the shares represented at the Annual Meeting and voting on the proposal, or if
prior to the 2000 Annual Meeting, Deloitte & Touche LLP shall decline to act or
otherwise become incapable of acting, or if its employment is otherwise
discontinued by the Board of Directors, then in any such case the Board of
Directors will appoint other independent accountants whose employment for any
period subsequent to the 1999 Annual Meeting will be subject to ratification by
the stockholders at the 2000 Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.
19
<PAGE>
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal to be presented for
consideration in the Company's 2000 Proxy Statement must submit such proposal to
the Company no later than the close of business on December 26, 1999. Such
proposals should be sent by Certified Mail--Return Receipt Requested to the
attention of the Secretary of the Company, 358 Hall Avenue, P.O. Box 5030,
Wallingford, Connecticut 06492-7530.
Under the current rules of the Securities and Exchange Commission, a
stockholder submitting a proposal is required to be a record or beneficial owner
of at least 1% or $1,000 in market value of the Company's Common Stock and to
have held such stock for at least one year prior to the date of submission of
the proposal, and he or she must continue to own such securities through the
date on which the meeting is held.
GENERAL AND OTHER MATTERS
At the date of this Proxy Statement, the Company knows of no business that
will be brought before the 1999 Annual Meeting of Stockholders other than the
matters set forth above. However, if any further business properly comes before
the Annual Meeting or any adjournments thereof, the persons named as proxies in
the accompanying proxy will vote them in accordance with their discretion and
judgment on such matters.
The expense of preparing, printing and mailing this Proxy Statement will be
paid by the Company. In addition to the use of the mail, proxies may also be
solicited personally or by telephone by officers and employees of the Company
without additional compensation.
The Company has herewith and/or heretofore provided each stockholder whose
proxy is being solicited hereby, a copy of the Company's 1998 Annual Report,
including financial statements. Written requests for additional copies should be
directed to: Treasurer, Amphenol Corporation, 358 Hall Avenue, P.O. Box 5030,
Wallingford, Connecticut 06492-7530.
PLEASE DATE AND SIGN THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED REPLY ENVELOPE ON WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
BY ORDER OF THE BOARD OF DIRECTORS,
EDWARD C. WETMORE
SECRETARY
April 23, 1999
20
<PAGE>
AMPHENOL CORPORATION
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS, MAY 26,
1999
IMPORTANT YOUR PROXY IS ENCLOSED. PLEASE
FILL IN, DATE, SIGN AND RETURN YOUR
PROXY PROMPTLY IN THE ENCLOSED STAMPED
ENVELOPE WHETHER OR NOT YOU PLAN TO BE
PRESENT AT THE MEETING. YOU MAY STILL
VOTE IN PERSON IF YOU ATTEND THE
MEETING.
