<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
<TABLE>
<S> <C>
Filed by the registrant /X/
Filed by a Party other than the registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for use of the Commission only (as permitted
by Rule 14a-6(e)(2))
/ / 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)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
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</TABLE>
<PAGE>
PRELIMINARY COPY
AMPHENOL CORPORATION
358 HALL AVENUE
P.O. BOX 5030
WALLINGFORD, CONNECTICUT 06492-7530
To our Stockholders:
The written consent of the holders of Class A Common Stock, par value $.001
per share, of Amphenol Corporation (the "Company"), of record at the close of
business on March 23, 2000, is requested in regard to an amendment to the
Company's Amended and Restated Certificate of Incorporation as described in the
accompanying Consent Solicitation Statement. It is requested that your written
consent, using the accompanying Consent Card, be delivered to Amphenol
Corporation at 358 Hall Avenue, Wallingford, Connecticut 06492-7530 on or before
April 18, 2000. An addressed return envelope is enclosed for this purpose, which
requires no postage if mailed in the United States.
By Order of the Board of Directors,
--------------------------------------
/s/ Martin H. Loeffler
Chairman of the Board and
Chief Executive Officer and President
--------------------------------------
/s/ Edward C. Wetmore
Secretary
<PAGE>
PRELIMINARY COPY
AMPHENOL CORPORATION
CONSENT SOLICITATION STATEMENT
FOR
THE SOLICITATION OF WRITTEN CONSENTS
TO THE ADOPTION OF AN AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
IMPORTANT
PLEASE COMPLETE, SIGN AND DATE
YOUR WRITTEN CONSENT PROMPTLY
AND RETURN IT IN THE ENCLOSED ENVELOPE
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Consent Solicitation Statement for the Solicitation of
Written Consents to the Adoption of an Amendment to the
Amended and Restated Certificate of Incorporation......... 1
Approval of an Amendment to the Company's Certificate of
Incorporation............................................. 1
Purpose and Effects of Proposed Increase in the Number of
Authorized Shares of Common Stock......................... 2
Purpose and Effects of Proposed Stock Split................. 2
Tax Effects of the Proposed Stock Split..................... 2
Effective Date of Proposed Amendment and Issuance of the
Shares for Stock Split.................................... 3
Amendment to the Certificate of Incorporation............... 3
The Consent Procedure....................................... 3
Expense of Consent Solicitation............................. 4
No Preemptive Rights........................................ 4
Principal Stockholders of the Company....................... 5
Security Ownership of Certain Beneficial Owners and
Management................................................ 5
Stockholders' Proposals for the 2000 Annual Meeting of
Stockholders.............................................. 6
</TABLE>
<PAGE>
PRELIMINARY COPY
AMPHENOL CORPORATION
358 HALL AVENUE
P.O. BOX 5030
WALLINGFORD, CONNECTICUT 06492-7530
CONSENT SOLICITATION STATEMENT
FOR
THE SOLICITATION OF WRITTEN CONSENTS
TO THE ADOPTION OF AN AMENDMENT TO THE AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION
This Consent Solicitation Statement (the "Consent Statement") is furnished
to Stockholders (as defined below) by the Board of Directors (the "Board") of
Amphenol Corporation, a Delaware corporation (the "Company"), in connection with
the solicitation by the Company of the written consents of the Stockholders for
the adoption of an amendment to the Amended and Restated Certificate of
Incorporation of the Company (the "Certificate of Incorporation").
The purpose of the amendment is to increase the number of shares of its
Class A Common Stock, par value $.001 per share (the "Common Stock"), which the
Company shall have authority to issue by 60,000,000, from 40,000,000 to
100,000,000. The purpose of the proposed increase in the number of authorized
shares is to permit a 2-for-1 stock split of all the issued and unissued shares
of the Company's Common Stock and to provide the Company with adequate
flexibility in the future. The proposed amendment to the Certificate of
Incorporation and the stock split were approved by the Board on March 14, 2000
subject to the approval of the amendment to the Certificate of Incorporation by
the Company's stockholders. For more information on the amendment and the stock
split, see below under the heading "Approval of an Amendment to the Company's
Certificate of Incorporation".
The Company intends to distribute this Consent Statement and the
accompanying Written Consent of Stockholders (the "Consent Card") commencing on
or about March 28, 2000, to the holders of record as of the close of business on
March 23, 2000 (the "Record Date"), of the Company's Common Stock, all such
holders being collectively referred to as the "Stockholders". As of the Record
Date there were 20,725,786 shares of Common Stock outstanding. Only holders of
record of the shares outstanding at such time will be entitled to consent to the
Amendment. Written consents of Stockholders representing a majority of the
outstanding shares of Common Stock at the Record Date are required to approve
the Amendment.
The principal executive offices of the Company are located at 358 Hall
Avenue, P.O. Box 5030, Wallingford, Connecticut 06492-7530, and the telephone
number of the Company is (203) 265-8900.
APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
The Stockholders of the Company will be asked to approve an amendment to the
Company's Certificate of Incorporation as described below. A copy of the
Certificate of Incorporation as proposed to be amended and restated may be
obtained by written request to the Company's Secretary at the address on the
first page of this Consent Statement.
The Board has approved, and is recommending to the Stockholders for
approval, an amendment to Article Fourth of the Company's Certificate of
Incorporation to increase the number of shares of Common Stock which the Company
is authorized to issue by 60,000,000, from 40,000,000 to 100,000,000. The full
text of the proposed amendment to the Certificate of Incorporation is set forth
below. The additional shares will enable the Company to implement a 2-for-1
stock split of the Common Stock, which the Board has authorized subject to
approval of the proposed amendment, and will also provide the Company with
adequate flexibility in the future.
<PAGE>
PURPOSES AND EFFECTS OF THE PROPOSED INCREASE IN THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
The proposed amendment would increase the number of shares of Common Stock
that the Company is authorized to issue by 60,000,000, from 40,000,000 to
100,000,000. The additional 60,000,000 shares would be a part of the existing
class of Common Stock and, if and when issued, would have the same rights and
privileges as the shares of Common Stock presently issued and outstanding. The
Board believes it is desirable to increase the number of shares of Common Stock
the Company is authorized to issue to accomplish the proposed stock split and to
provide the Company with adequate flexibility in the future. Except for the
proposed stock split, the Company has no present commitments, agreements or
intent to issue additional shares of Common Stock, other than shares currently
reserved for issuance under the Company's stock option plan or such shares as
may be issued in connection with potential acquisitions.
Since the company does not currently have enough authorized shares of common
stock to effect a 2-for-1 stock split, the proposed stock split cannot occur
unless Stockholders approve the proposed amendment to the Company's Certificate
of Incorporation. The proposed amendment would permit the issuance of additional
shares of Common Stock up to the new 100,000,000 maximum authorization without
further action or authorization. The Board believes it is prudent for the
Company to have this flexibility. The holders of Common Stock of the Company are
not entitled to preemptive rights or cumulative voting. Accordingly, the
issuance of additional shares of Common Stock might dilute, under certain
circumstances, the ownership and voting rights of stockholders.
PURPOSES AND EFFECTS OF PROPOSED STOCK SPLIT
The Board anticipates that the increase in the number of outstanding shares
of Common Stock of the Company resulting from a 2-for-1 stock split will place
the market price of the Common Stock in a range more attractive to investors,
particularly individuals. The Common Stock is listed for trading on The New York
Stock Exchange, and the Company will apply for listing of the additional shares
of Common Stock to be issued in the event the proposed amendment to the
Certificate of Incorporation is approved. If the proposed amendment is adopted,
following the completion of the stock split, each stockholder of record at the
close of business on March 23, 2000, would be the record owner of, and entitled
to receive, a certificate or certificates representing one additional share of
Common Stock, for each share of Common Stock then owned of record by such
stockholder. Consequently, certificates representing shares of Common Stock
should be retained by each stockholder and should not be returned to the Company
or to its transfer agent. It will not be necessary to submit outstanding
certificates for exchange. In addition, appropriate adjustments will be made to
the Company's stock option.
TAX EFFECTS OF THE STOCK SPLIT
The Company has been advised by counsel that the proposed stock split would
result in no gain or loss or realization of taxable income to owners of Common
Stock under existing United States federal income tax laws. The cost basis for
tax purposes of each new share and each retained share of Common Stock would be
equal to one-half of the cost basis for tax purposes of the corresponding share
immediately preceding the stock split. In addition, the holding period for the
additional shares issued pursuant to the stock split would be deemed to be the
same as the holding period for the original shares of Common Stock. The laws of
jurisdictions other than the United States may impose income taxes on the
issuance of the additional shares and stockholders are urged to consult their
tax advisors. If stockholders dispose of their shares after the stock split,
they may pay higher brokerage commissions on the same relative interest in the
Company because that interest is represented by a greater number of shares.
Stockholders may wish to consult their brokers to ascertain the brokerage
commission that would be charged for disposing of the greater number of shares.
If the proposed amendment is adopted, the stockholders' equity accounts of the
Company would not change. The number of shares of Common Stock issued and
outstanding after the split would double.
2
<PAGE>
EFFECTIVE DATE OF PROPOSED AMENDMENT AND ISSUANCE
OF THE SHARES FOR STOCK SPLIT
The proposed amendment to the Certificate of Incorporation of the Company,
if adopted by the required vote of Stockholders, will become effective on or
about April 19, 2000. Please do not destroy or send your present Common Stock
certificates to the Company. If the proposed amendment is adopted, those
certificates will remain valid for the number of shares shown thereon, and
should be carefully preserved by you. The Company expects that the additional
shares will be distributed on or about April 25, 2000.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
Article FOURTH of the Certificate of Incorporation reads as follows before
giving effect to the proposed amendment:
"FOURTH: The total number of shares of stock that the Corporation is
authorized to issue is 40,000,000 shares of Class A Common Stock, par
value $.001 each."
Pursuant to the proposed amendment, Article FOURTH of the Certificate of
Incorporation would be deleted and replaced by the following:
"FOURTH: The total number of shares of stock that the Corporation is
authorized to issue is 100,000,000 shares of Class A Common Stock, par
value $.001 each."
THE BOARD HAS ADOPTED RESOLUTIONS WHICH SET FORTH THE AMENDMENT, DECLARE THE
ADVISABILITY OF THE AMENDMENT, AND SUBMIT THE AMENDMENT TO THE STOCKHOLDERS FOR
APPROVAL. THE BOARD RECOMMENDS APPROVAL OF THE AMENDMENT BY THE STOCKHOLDERS.
THE CONSENT PROCEDURE
The proposed amendment is submitted for Stockholder approval by written
consent. No meeting of the Stockholders will be held to vote on this matter.
Only Stockholders of record on the Record Date are entitled to consent, to
withhold their consent, or to revoke their consent, to the proposed amendment.
Stockholders are entitled to one consent for each outstanding share of Common
Stock held at the Record Date. As of the Record Date there were 20,725,786
outstanding shares of Common Stock.
Consents, once dated, signed, and delivered to the Company, will remain
effective unless and until revoked by written notice of revocation dated,
signed, and delivered to the Company at the address set forth below on or before
April 18, 2000.
The proposed amendment will be approved by the Stockholders on April 19,
2000, if the Company then holds unrevoked written consents of Stockholders
approving the Amendment which represent a majority of the outstanding shares of
Common Stock at the Record Date. Consequently, abstentions and broker non-votes
would have the effect of a vote against approval of the proposed amendment.
Stockholders are requested to indicate approval of the proposed amendment by
signing and dating the Consent Card, checking the box on the Consent Card which
corresponds to the approval of the proposed amendment, and delivering the
Consent Card to the Company at the address set forth below. Withholding of
consent to the proposed amendment, or abstention with respect to the approval of
the proposed amendment, may be indicated by signing and dating the Consent Card,
checking the box which corresponds to withholding of consent to the proposed
amendment or abstention with respect to the approval of the proposed amendment,
respectively, and delivering the Consent Card to the Company at the address set
forth below. A Consent Card which has been signed, dated and delivered
3
<PAGE>
to the Company without any of the boxes for approval, withholding of consent, or
abstention checked will constitute the Stockholder's consent to the proposed
amendment.
Consent Cards may be delivered to the Company at the following address:
Amphenol Corporation
Attention: Secretary
358 Hall Avenue
P.O. Box 5030
Wallingford, Connecticut 06492-7530
Tel: (203) 265-8900
Consent Cards should be delivered to the Company as soon as possible for receipt
not later than April 18, 2000. An addressed return envelope is enclosed for this
purpose, which requires no postage if mailed in the United States. Consent Cards
and revocations of consents, if any, shall be deemed to have been received by
the Company upon actual delivery of such Consent Cards or revocations to the
Company at the above address.
Stockholders who abstain from consenting with respect to the Amendment, or
who withhold consent to the proposed amendment, do not have the right to an
appraisal of their shares of Common Stock or any similar dissenter's rights
under applicable law.
EXPENSES OF CONSENT SOLICITATION
The Company will bear the entire cost of the solicitation of Stockholder
approval of the proposed amendment, including the preparation, assembly,
printing and mailing of this Consent Statement and any additional material
furnished to Stockholders. In addition, the Company may reimburse certain
persons for their costs of forwarding the solicitation material to Stockholders.
The solicitation of consents by mail may be supplemented by telephone, telegram
and/or personal solicitation by directors, officers and/or employees of the
Company. No additional compensation will be paid for any of such services.
NO PREEMPTIVE RIGHTS
No holder of shares of Common Stock is entitled as such, as a matter of
right, to subscribe for or purchase any part of any new or additional issue of
any stock of any class, series or kind whatsoever, or to subscribe for or
purchase securities convertible into stock of any class, series or kind
whatsoever.
4
<PAGE>
PRINCIPAL STOCKHOLDERS OF THE COMPANY
Listed in the following table are those stockholders known to the Company to
be the beneficial owners of more than five percent of the Common Stock as of the
Record Date.
<TABLE>
<CAPTION>
PERCENT OF NAME OF AMOUNT AND NATURE OF BENEFICIAL
CLASS BENEFICIAL OWNER OWNERSHIP
- --------------------- -------------------------------------------------------- -------------------------------
<C> <S> <C>
63.52% KKR Associates 1996 L.P. (1) 13,165,745
9 West 57(th) Street
New York, NY ("KKR")
</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, 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is certain information with respect to beneficial ownership
of the Company's Common Stock as of the Record Date by each director, the named
executive officers and by all directors and executive officers of the Company as
a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------ -------------------- ----------
<S> <C> <C>
Andrew M. Clarkson......................................... 4,000(1) 0.02%
Timothy F. Cohane.......................................... 219,484(2) 1.06%
G. Robert Durham........................................... 1,923(1) 0.01%
Edward G. Jepsen........................................... 222,734(2) 1.07%
Henry R. Kravis............................................ 13,165,745(1)(3) 63.52%
Marc S. Lipschultz......................................... 0(1) --
Martin H. Loeffler......................................... 323,272(2) 1.56%
Michael W. Michelson....................................... 13,165,745(1)(3) 63.52%
Diana G. Reardon........................................... 21,452(2) 0.10%
George R. Roberts.......................................... 13,165,745(1)(3) 63.52%
Edward C. Wetmore.......................................... 13,844(2) 0.06%
All executive officers and directors of the Company as a 13,972,454 67.42%
group (11 persons).......................................
</TABLE>
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(1) The share ownership amounts for Messrs. Clarkson, Durham, Kravis,
Lipschultz, Michelson and Roberts reflected in the 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.
5
<PAGE>
The cumulative balance in each director's deferred compensation account as
of March 23, 2000 is approximately 1,743 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 226,423, 145,811, 143,261, 11,670 and 11,670 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 23, 2000.
(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 THE COMPANY
beginning on prior page 5.
STOCKHOLDERS' PROPOSALS FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder desiring to submit a proposal to be presented for
consideration in the Company's 2000 Proxy Statement should have submitted such
proposal to the Company no later than the close of business on December 23,
1999. Such proposals should have been 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.
The Company's By-laws require that the Company should have received written
notice of any proposals which stockholders intended to present at the 2000
Annual Meeting (other than those submitted for inclusion in the Company's proxy
material pursuant to Rule 14a-8 of the Exchange Act), not less than 60 and no
more than 90 days prior to the meeting. Accordingly any such notice should have
been received by the Company no earlier than February 25, 2000 and no later than
March 26, 2000.
By Order of the Board of Directors
/s/ EDWARD C. WETMORE
--------------------------------------
Edward C. Wetmore
Secretary
March 28, 2000
Wallingford, Connecticut
6
<PAGE>
PRELIMINARY COPY
APPENDIX A
WRITTEN CONSENT OF STOCKHOLDERS
AMPHENOL CORPORATION
THIS CONSENT IS SOLICITED BY THE BOARD OF DIRECTORS
WHEN PROPERLY EXECUTED, THIS CONSENT WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED ON THE REVERSE SIDE. IF THIS CONSENT IS SIGNED, DATED, AND DELIVERED
TO AMPHENOL CORPORATION WITH NO DESIGNATION BY THE UNDERSIGNED ON THE REVERSE
SIDE, THIS CONSENT WILL CONSTITUTE THE STOCKHOLDER'S CONSENT TO AND APPROVAL OF
THE AMENDMENT.
PLEASE SIGN NAME(S) EXACTLY AS PRINTED HEREON. EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS, AND ATTORNEYS SHOULD GIVE FULL TITLE AS SUCH. WHEN SHARES
ARE HELD JOINTLY, ALL SHOULD SIGN. IF THE SIGNER IS A CORPORATION, SIGN FULL
CORPORATE NAME BY DULY AUTHORIZED OFFICER. IF THE SIGNER IS A PARTNERSHIP, SIGN
IN THE NAME OF THE PARTNERSHIP BY AN AUTHORIZED PERSON. IF SHARES ARE HELD IN
MORE THAN ONE CAPACITY, THIS CONSENT SHALL BE DEEMED VALID FOR ALL SHARES HELD
IN ALL CAPACITIES.
SEE REVERSE SIDE SEE REVERSE SIDE
(TO BE SIGNED AND DATED ON THE REVERSE SIDE)
/X/ PLEASE MARK AS IN THIS SAMPLE.
MARK ONLY ONE OF THE FOLLOWING THREE BOXES:
/ / The undersigned, a holder of Class A Common Stock, par value $.001 per
share, of Amphenol Corporation as of the close of business on March 23,
2000, hereby CONSENTS TO AND APPROVES of the amendment to ARTICLE FOURTH of
the Amended and Restated Certificate of Incorporation of Amphenol
Corporation as set forth under the heading "Amendment to the Certificate of
Incorporation" in the Consent Solicitation Statement dated March 28, 2000.
/ / The undersigned, a holder of Common Stock, par value $.001 per share, of
Amphenol Corporation as of the close of business on March 23, 2000, hereby
WITHHOLDS CONSENT TO AND DOES NOT APPROVE of the amendment to ARTICLE FOURTH
of the Amended and Restated Certificate of Incorporation of Amphenol
Corporation as set forth under the heading "Amendment to the Certificate of
Incorporation" in the Consent Solicitation Statement dated March 28, 2000.
/ / The undersigned, a holder of Common Stock, par value $.001 per share, of
Amphenol Corporation as of the close of business on March 23, 2000, hereby
ABSTAINS from consenting to and approving the amendment to ARTICLE FOURTH of
the Amended and Restated Certificate of Incorporation of Amphenol
Corporation as set forth under the heading "Amendment to the Certificate of
Incorporation" in the Consent Solicitation Statement dated March 28, 2000.
<TABLE>
<S> <C>
Signature: ------------------------ Signature: ------------------------
Date: ------------------------ Date: ------------------------
</TABLE>
7
