<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ___________________
Commission File Number 1-10879
AMPHENOL CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 22-2785165
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
358 Hall Avenue, Wallingford, Connecticut 06492
203-265-8900
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
Indicate by check mark whether the Registrant (1) has filed reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
----- -----
As of October 1, 1999, the total number of shares outstanding of Class A
Common Stock was 17,865,544.
<PAGE>
AMPHENOL CORPORATION
Index to Quarterly Report
on Form 10-Q
Page
Part I Financial Information
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
September 30, 1999 and December 31, 1998 3
Condensed Consolidated Statements of Income
Three and nine months ended September 30, 1999 and 1998 5
Condensed Consolidated Statement of Changes
in Shareholders' Deficit
Nine months ended September 30, 1999 6
Condensed Consolidated Statement of Changes
in Shareholders' Deficit
Nine months ended September 30, 1998 7
Condensed Consolidated Statements of Cash Flow
Nine months ended September 30, 1999 and 1998 8
Notes to Condensed Consolidated Financial
Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 15
Part II Other Information
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults upon Senior Securities 16
Item 4. Submission of Matters to a Vote
of Security-Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 20
<PAGE>
Part I. Financial Information
Item 1. FINANCIAL STATEMENTS
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
September 30, December 31,
1999 1998
------------ ------------
(Unaudited)
A S S E T S
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
======== ========
See accompanying notes to condensed
consolidated financial statements.
<PAGE>
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
September 30, December 31,
1999 1998
------------ ------------
(Unaudited)
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
======== ========
See accompanying notes to condensed
consolidated financial statements.
<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.
<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.
<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.
<PAGE>
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(dollars in thousands)
Nine Months Ended
September 30,
----------------------
1999 1998
-------- --------
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
See accompanying notes to condensed
consolidated financial statements.
<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:
September 30, December 31,
1999 1998
---------- ------------
(Unaudited)
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
======== ========
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
<PAGE>
months ended September 30, 1999 and 1998 are as follows:
Interconnect
products Cable
and assemblies products Total
---------------- ---------------- ----------------
1999 1998 1999 1998 1999 1998
------ ------ ------ ------ ------ ------
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
Reconciliation of segment operating income to consolidated income before taxes
for the nine months ended September 30, 1999 and 1998:
1999 1998
-------- --------
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
-------- --------
Note 4 - 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
condition or results of operations.
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.
<PAGE>
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.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(dollars in thousands, except per share data)
Results of Operations
- ---------------------
Quarter and nine months ended September 30, 1999 compared to the quarter and
- ----------------------------------------------------------------------------
nine months ended September 30, 1998
- ------------------------------------
Net sales for the third quarter of 1999 increased 12% to $256,857 compared
to $229,018 for the third quarter of 1998. Net sales for the nine months ended
September 30, 1999 were $741,459 compared to $685,501 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
$20,001 and $59,673 in 1999 from $20,453 and $60,745 in 1998, respectively. The
decrease in both periods is primarily attributable to lower interest rates on
the Company's term loan facility 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
$8,263 and $22,248 in 1999 compared to $6,563 and $21,975 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.
Liquidity and Capital Resources
- -------------------------------
Cash provided by operating activities was $40,167 in the nine months ended
September 30, 1999 compared to $35,679 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 $18,299 and acquisitions of $1,416, and to repay indebtedness of
$14,578. In 1998, cash from operating activities and borrowings under the credit
facility were used to fund capital expenditures of $20,753 and acquisitions of
$30,373.
<PAGE>
In conjunction with a Merger and Recapitalization in 1997, the Company
entered into a $900 million Bank Agreement with a syndicate of financial
institutions, 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 the Company's
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 the Company's 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 $136,528, after reduction of
$7,972 for outstanding letters of credit.
In July 1997, the Company entered into interest rate protection agreements
that effectively fixed the Company's 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.
The Company's 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. The Company believes that EBITDA
provides additional information for determining its ability to meet future debt
service requirements; however, EBITDA does not reflect cash available to fund
debt requirements.
The Company's primary ongoing cash requirements will be for debt service,
capital expenditures and product development activities. The Company's debt
service requirements consist primarily of principal and interest on bank
borrowings and interest on Senior Subordinated Notes due 2007. The Company has
not paid, and does not have any present intention to commence payment of, cash
dividends on its Common Stock. The Company expects that ongoing requirements for
debt service, capital expenditures and product development activities will be
funded by internally-generated cash flow and availability under the Company's
revolving credit facility. The Company may also use cash to fund part or all of
the cost of future acquisitions.
Environmental Matters
- ---------------------
Subsequent to the acquisition of Amphenol from AlliedSignal Inc. 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.
<PAGE>
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. The
Company is in the process of evaluating the effect this new standard will have
on the Company's financial statements. The Company is 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, the Company began a systematic review of all
of its business information systems to ensure that the systems now in use
worldwide will be Year 2000 compliant before the turn of the century. The
Company has established a Year 2000 Program Management Group to provide overall
guidance and direction for this compliance mission. Communications were
initiated to all of the Company's 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: (1) information systems software and
hardware; (2) non-information technology systems; (3) facilities equipment; and
(4) customer and vendor relationships. The Company upgraded and replaced
existing information systems with Year 2000 compliant versions of software at
all principal business units. The Company's Year 2000 conversion project is
completed at all of its business units and the Company has not experienced any
significant impact on its business operations as a result of the conversion
process.
The Company does not believe that the Year 2000 issue will have a material
adverse effect on its financial condition or results of operations. The Company
operates a number of business units worldwide and has a large supplier base and
believes that this will mitigate any adverse impact. The Company's beliefs and
expectations, however, are based on certain assumptions and expectations that
ultimately may prove to be inaccurate. Potential sources of risk include: (a)
the inability of principal suppliers to be Year 2000 ready, which could result
in delays in product deliveries from such suppliers, (b) disruption of the
product distribution channel, including ports and transportation vendors and (c)
the general breakdown of necessary infrastructure such as electricity supply.
The Company has developed 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, the Company is identifying various alternatives to
minimize the potential risk to its business operations.
<PAGE>
The Company estimates the cost for its 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. The Company's aggregate cost estimate does not include
time and costs that may be incurred by the Company 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 the Company's 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 (Euro). The transition period for the
introduction of the Euro is between January 1, 1999 and January 1, 2002. The
Company is addressing issues associated with the Euro conversion and although
the Company cannot predict the overall impact of the Euro conversion at this
time, the Company does not expect that the Euro conversion will have a material
adverse effect on its financial condition or results of operations.
Safe Harbor Statement
- ---------------------
Statements in this report that are not strictly historical are
"forward-looking" statements which should be considered as subject to the many
uncertainties that exist in the Company's operations and business environment.
These uncertainties which include, among other things, economic and currency
conditions, market demand and pricing and competitive and cost factors are set
forth in the Company's 1998 Annual Report on Form 10-K.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in the Company's assessment of its
sensitivity to market risk since its presentation set forth, in Item 7A.
"Quantitative and Qualitative Disclosures About Market Risk," in its 1998 Annual
Report on Form 10-K filed with the SEC.
<PAGE>
PART II
Other Information
Item 1. LEGAL PROCEEDINGS
Reference is made to the Company's 1998 Annual Report on Form 10-K, (the
"10-K").
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Listing of Exhibits
2.1 Agreement and Plan of Merger dated as of January 23, 1997 between NXS
Acquisition Corp. and Amphenol Corporation (incorporated by reference to
Current Report on Form 8-K dated January 23, 1997).**
2.2 Amendment, dated as of April 9, 1997, to the Agreement and Plan of Merger
between NXS Acquisition Corp. and Amphenol Corporation, dated as of
January 23, 1997 (incorporated by reference to the Registration Statement
on Form S-4 (registration No. 333-25195) filed on April 15, 1997).**
* Filed herewith
** Previously filed
<PAGE>
3.1 Certificate of Merger, dated May 19, 1997 (including Restated Certificate
of Incorporation of Amphenol Corporation)(filed as Exhibit 3.1 to the
June 30, 1997 10-Q).**
3.2 By-Laws of the Company as of May 19, 1997 - NXS Acquisition Corp. By-Laws
(filed as Exhibit 3.2 to the June 30, 1997 10-Q).**
4.1 Indenture between Amphenol Corporation and IBJ Schroeder Bank and Trust
Company, as Trustee, dated as of May 19, 1997, relating to Senior
Subordinated Notes due 2007 (filed as Exhibit 4.1 to the June 30, 1997
10-Q).**
10.1 Amended and Restated Receivables Purchase Agreement dated as of May 19,
1997 among Amphenol Funding Corp., the Company, Pooled Accounts Receivable
Capital Corporation and Nesbitt Burns Securities, Inc., as Agent (filed as
Exhibit 10.1 to the June 30, 1997 10-Q).**
10.2 Amended and Restated Purchase and Sale Agreement dated as of May 19, 1997
among the Originators named therein, Amphenol Funding Corp. and the
Company (filed as Exhibit 10.2 to the June 30, 1997 10-Q).**
10.3 Credit Agreement dated as of May 19, 1997 among the Company, Amphenol
Holding UK, Limited, Amphenol Commercial and Industrial UK, Limited, the
Lenders listed therein, The Chase Manhattan Bank, as Syndication Agent,
the Bank of New York, as Documentation Agent and Bankers Trust Company, as
Administrative Agent and Collateral Agent (filed as Exhibit 10.3 to the
June 30, 1997 10-Q).**
10.4 1997 Amphenol Incentive Plan (filed as Exhibit 10.13 to the 1996 10-K).**
10.5 1998 Amphenol Incentive Plan (filed as Exhibit 10.5 to the December 31,
1997 10-K).**
10.6 1999 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31,
1998 10-K).**
10.7 Pension Plan for Employees of Amphenol Corporation as amended and restated
effective December 31, 1997 (filed as Exhibit 10.7 to the December 31,
1998 10-K).**
10.8 First amendment to the Pension Plan for Employees of Amphenol Corporation
dated October 1, 1998 (filed as Exhibit 10.8 to the December 31, 1998
10-K).**
10.9 Second amendment to the Pension Plan for Employees of Amphenol Corporation
dated February 4, 1999 (filed as Exhibit 10.9 to the December 31, 1998
10-K).**
10.10 Amphenol Corporation Supplemental Employee Retirement Plan formally
adopted effective January 25, 1996 (filed as Exhibit 10.18 to the 1996
10-K).**
10.11 LPL Technologies Inc. and Affiliated Companies Employee Savings/401(k)
Plan, dated and adopted January 23, 1990 (filed as Exhibit 10.19 to the
1991 Registration Statement).**
* Filed herewith
** Previously filed
<PAGE>
10.12 Management Agreement between the Company and Dr. Martin H. Loeffler, dated
July 28, 1987 (filed as Exhibit 10.7 to the 1987 Registration
Statement).**
10.13 Amphenol Corporation Directors' Deferred Compensation Plan (filed as
Exhibit 10.11 to the December 31, 1997 10-K).**
10.14 Agreement and Plan of Merger among Amphenol Acquisition Corporation,
Allied Corporation and the Company, dated April 1, 1987, and the Amendment
thereto dated as of May 15, 1987 (filed as Exhibit 2 to the 1987
Registration Statement).**
10.15 Settlement Agreement among Allied Signal Inc., the Company and LPL
Investment Group, Inc. dated November 28, 1988 (filed as Exhibit 10.20
to the 1991 Registration Statement).**
10.16 Registration Rights Agreement dated as of May 19, 1997, among NXS
Acquisition Corp., KKR 1996 Fund L.P., NXS Associates L.P., KKR Partners
II, L.P. and NXS I, L.L.C. (filed as Exhibit 99.5 to Schedule 13D,
Amendment No. 1, relating to the beneficial ownership of shares of the
Company's Common Stock by NXS I, L.L.C., KKR 1996 Fund, L.P., KKR
Associates (1996) L.P., KKR 1996 GP LLC, KKR Partners II, L.P., KKR
Associates L.P., NXS Associates L.P., KKR Associates (NXS) L.P., and
KKR-NXS L.L.C. dated May 27, 1997).**
10.17 Management Stockholders' Agreement entered into as of May 19, 1997 between
the Company and Martin H. Loeffler (filed as Exhibit 10.13 to the June 30,
1997 10-Q).**
10.18 Management Stockholders' Agreement entered into as of May 19, 1997 between
the Company and Edward G. Jepsen (filed as Exhibit 10.14 to the June 30,
1997 10-Q).**
10.19 Management Stockholders' Agreement entered into as of May 19, 1997 between
the Company and Timothy F. Cohane (filed as Exhibit 10.15 to the June 30,
1997 10-Q).**
10.20 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as
Exhibit 10.16 to the June 30, 1997 10-Q).**
10.21 Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries
(filed as Exhibit 10.19 to the June 30, 1998 10-Q).**
10.22 Non-Qualified Stock Option Agreement between the Company and Martin H.
Loeffler dated as of May 19, 1997 (filed as Exhibit 10.17 to the June 30,
1997 10-Q).**
10.23 Non-Qualified Stock Option Agreement between the Company and Edward G.
Jepsen dated as of May 19, 1997 (filed as Exhibit 10.18 to the June 30,
1997 10-Q).**
* Filed herewith
** Previously filed
<PAGE>
10.24 Non-Qualified Stock Option Agreement between the Company and Timothy F.
Cohane dated as of May 19, 1997 (filed as Exhibit 10.19 to the June 30,
1997 10-Q).**
10.25 First Amendment to Amended and Restated Receivables Purchase Agreement
dated as of September 26, 1997 (filed as Exhibit 10.20 to the September
30, 1997 10-Q).**
10.26 Canadian Purchase and Sale Agreement dated as of September 26, 1997 among
Amphenol Canada Corp., Amphenol Funding Corp. and Amphenol Corporation,
individually and as the initial servicer (filed as Exhibit 10.21 to the
September 30, 1997 10-Q).**
10.27 Amended and Restated Credit Agreement dated as of October 3, 1997 among
the Company, Amphenol Holding UK, Limited, Amphenol Commercial and
Industrial UK, Limited, the Lenders listed therein, The Chase Manhattan
Bank, as Syndication Agent, the Bank of New York, as Documentation Agent
and Bankers Trust Company, as Administrative Agent and Collateral Agent
(filed as Exhibit 10.22 to the September 30, 1997 10-Q).**
10.28 First Amendment dated as of May 1, 1998 to the Amended and Restated Credit
Agreement dated as of October 3, 1997 among the Company, Amphenol Holding
UK, Limited, Amphenol Commercial and Industrial UK, Limited, the Lenders
listed therein, The Chase Manhattan Bank, as Syndication Agent, the Bank
of New York, as Documentation Agent and Bankers Trust Company, as
Administrative Agent and Collateral Agent (filed as Exhibit 10.25 to the
March 31, 1998 10-Q).**
10.29 Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries
(as amended April 21, 1999)(filed as Exhibit 10.29 to the June 30, 1999
10-Q).**
19 Portions of the Definitive Proxy Statement filed May 28, 1999 and 1998
Annual Report on Form 10-K (filed as Exhibit 19 to the December 31, 1998
Form 10-K/A Amendment No.1).**
27 Financial Data Schedule.*
(b) Reports filed on Form 8-K
There were no reports on Form 8-K filed for or during the third quarter
ended September 30, 1999.
* Filed herewith
** Previously filed
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMPHENOL CORPORATION
DATE: November 15, 1999 /s/ Edward G. Jepsen
----------------- ---------------------------
Edward G. Jepsen
Executive Vice President and
Chief Financial Officer
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