<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 20, 2000)
<TABLE>
<S> <C>
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
</TABLE>
<TABLE>
<S> <C>
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:
----------------------------------------------------------
</TABLE>
NOTES
<PAGE>
NOTICE OF 2000 ANNUAL MEETING
AND
PROXY STATEMENT
AMPHENOL CORPORATION
AMPHENOL CORPORATION
358 HALL AVENUE
P.O. BOX 5030
WALLINGFORD, CONNECTICUT 06492-7530
<PAGE>
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
TIME
11:00 a.m., Wednesday, May 24, 2000
PLACE
Corporate Headquarters
358 Hall Avenue
Wallingford, CT 06492
AGENDA
1. To elect three directors for terms to expire at the 2003 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 24, 2000
-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 24,
2000) 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 24, 2000 (the "Annual Meeting").
RECORD DATE
The Board of Directors has fixed the close of business on March 24, 2000 as
the Record Date for the 2000 Annual Meeting of Stockholders. Only stockholders
of record at the Record Date are entitled to notice of and to vote at the Annual
Meeting or at any adjournments thereof, in person or by proxy. At the Record
Date, there were 20,725,786 shares of Common Stock outstanding. On March 14,
2000 the Board of Directors approved a two-for-one split of the Company's Common
Stock to be issued to shareholders of record as of March 23, 2000. The split is
conditioned upon stockholder approval of an amendment to the Company's
Certificate of Incorporation increasing the number of shares of authorized
Common Stock. The number of shares stated as of the Record Date does not reflect
the two-for-one split which is expected to be effective on or about April 24,
2000.
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 at the Record Date. 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 the 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 24, 2000.
<TABLE>
<CAPTION>
PERCENT OF
CLASS AT THE
NAME OF AMOUNT AND NATURE OF RECORD
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(2) DATE
- --------------------------------------------- ----------------------- ------------
<S> <C> <C>
KKR Associates 1996 L.P.(1) 13,165,745(2) 63.52%
9 West 57th 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.
(2) On March 14, 2000, the Board of Directors approved a two-for-one split of
the Company's Common Stock to be issued to shareholders of record as of
March 23, 2000. On or about April 25, 2000 each shareholder will receive one
additional share of Common Stock for each share of stock then held, subject
to majority shareholder approval of an increase in the authorized shares.
The shares of Common Stock shown in this Table do not reflect the
two-for-one split.
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 24, 2000 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
NAME OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP(4) CLASS
- ------------------------------------------------ -------------------- ----------
<S> <C> <C>
Andrew M. Clarkson.............................. 4,000(1) 0.02%
Timothy F. Cohane............................... 220,184(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 group (11 persons)............... 13,973,154 67.42%
</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 (9). The cumulative balance
in each director's deferred compensation account as of April 1, 2000 is
approximately 1,817 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
and subject to stockholder approval of the underlying stock option plan, in
1997 each were awarded 336,538, 230,769, 230,769, 17,000 and 17,000 options,
respectively, to acquire Amphenol shares. Messrs. Loeffler, Jepsen, Cohane,
Wetmore and Ms. Reardon also received additional option awards in 1998 and
1999. Such retained shares and any 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 24, 2000.
3
<PAGE>
(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).
(4) On March 14, 2000, the Board of Directors approved a two-for-one split of
the Company's Common Stock to be issued to shareholders of record as of
March 23, 2000. On or about April 25, 2000 each shareholder will receive one
additional share of Common Stock for each share of stock then held, subject
to majority shareholder approval of an increase in the authorized shares. In
addition, stock options granted pursuant to the Company's stock option plan
are also subject to the two-for-one split. The shares of Common Stock shown
in this Table do not reflect the two-for-one split.
4
<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 2000 Annual Meeting
of Stockholders for the election of three directors, Andrew M. Clarkson, Henry
R. Kravis and Marc S. Lipschultz. 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 Messrs. Clarkson, Kravis and Lipschultz,
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 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.
Age 56 and since January 1996 a Managing Member of the Executive
A Director since May 1997 Committee of the limited liability company which serves as
the general partner of Kohlberg Kravis Roberts & Co., L.P.
Mr. Kravis is also a Director of Accuride Corporation,
Alliance Imaging, Inc., BRW Acquisition (Bristol West
Insurance Group), Borden, Inc., The Boyds Collection,
Ltd., Evenflo Company Inc., The Gillette Company,
govWorks.com, IDEX Corporation, KinderCare Learning
Centers, Inc., KSL Golf Holdings, Inc., KSL Land
Corporation, KSL Recreation Corporation, KSL Recreation
Group, Inc., MedCath Incorporated, Owens-Illinois Group,
Inc., Owens-Illinois, Inc., PRIMEDIA Inc., Regal Cinemas,
Inc., Safeway, Inc., Shoppers Drug Mart, Sotheby's
Holdings, Inc., Spalding Holdings Corporation, TI Group
plc., Trinity Acquisition plc (Willis Corroon), U.S.
Natural Resources, Inc. and United Fixtures Company.
Messrs. Kravis and Roberts are first cousins.
Marc S. Lipschultz Member of the Compensation, Executive and Pension
Age 31 Committees of the Company. Mr. Lipschultz has been an
A Director since May 1997 Executive at Kohlberg Kravis Roberts & Co., L.P. since
1995. Prior thereto, he was an investment banker with
Goldman, Sachs & Co. He is also a Director of The Boyds
Collection Ltd.
</TABLE>
5
<PAGE>
NOMINEES FOR ELECTION IN 2000
(CONTINUED)
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
TERM AS DIRECTOR AND OTHER INFORMATION
- --------------------------------------- ----------------------------------------------------------
<S> <C>
Andrew M. Clarkson Member of the Audit Committee of the Company. Mr. Clarkson
Age 62 is also a Director of AutoZone, Inc. since 1986, Chairman
Director since May 1997 of the Finance Committee of AutoZone, Inc. since 1995,
secretary from 1988 to 1993 and treasurer from 1990 to
1995.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSED
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.
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
Age 55 Executive Officer of the Company since May 1996. President
A Director since December 1987 of the Company since 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
Age 49 the general partner of Kohlberg Kravis Roberts & Co., L.P.
A Director since May 1997 from 1996. General 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., KinderCare Learning
Centers, Inc., Owens-Illinois Group, Inc. and
Owens-Illinois, Inc.
</TABLE>
6
<PAGE>
DIRECTORS CONTINUING IN OFFICE WITH TERMS EXPIRING IN 2002
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND AGE AND OTHER INFORMATION
- --------------------------------------- ----------------------------------------------------------
<S> <C>
G. Robert Durham Member of the Audit Committee of the Company. Mr. Durham
Age 71 retired on June 1, 1996 from Walter Industries, Inc.
A Director since July 1997 having served as chairman and chief 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 the
FINOVA Group Inc., Earle M. Jorgensen Co., and MONY Group
Inc.
George R. Roberts Founding Partner of Kohlberg Kravis Roberts & Co., L.P.
Age 56 and since January 1996 a Managing Member of the Executive
A Director since May 1997 Committee of the limited liability company which serves as
the general partner of Kohlberg Kravis Roberts & Co., L.P.
He is also a Director of Accuride Corporation, Alliance
Imaging, Inc., Birch Telecom, Inc., Borden, Inc., The
Boyds Collection, Ltd., BRW Acquisition Inc. (Bristol West
Insurance Group), Evenflo Company Inc., IDEX Corporation,
KinderCare Learning Centers, Inc., KSL Land Corporation,
KSL Recreation Corporation, KSL Recreation Group, Inc.,
MedCath Incorporated, Owens-Illinois Group, Inc.,
Owens-Illinois, Inc., PRIMEDIA Inc., Spalding Holdings
Corporation, Trinity Acquisition plc (Willis Corroon),
U.S. Natural Resources, Inc. and United Fixtures Company.
Messrs. Roberts and Kravis are first cousins.
</TABLE>
7
<PAGE>
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
Age 47 president since December 1991. 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
Age 56 the Company 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
Age 40 Company since 1992.
Edward C. Wetmore Secretary and General Counsel of the Company since 1987.
Age 43
</TABLE>
8
<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, 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 1999 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 on an
as-needed basis and acted on several matters by unanimous written consent. 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 each
unable to attend three 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, 2000 is
approximately 1,817 shares of Amphenol Common Stock.
9
<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 1997,
1998 and 1999 (the "named executive officers").
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------- -----------------------
SECURITIES
RESTRICTED UNDERLYING
STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(5) SARS(#)(6) COMPENSATION(10)
- --------------------------- -------- -------- -------- ---------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
M.H. Loeffler 1999 $761,000 $445,185(2) 0 52,500(7) $ 2,786
Chairman, President & CEO 1998 735,000 232,000(3) 0 35,000(8) 0
1997 700,000 413,000(4) 0 336,538(9) 789,444(11)
E.G. Jepsen 1999 $440,000 $171,600(2) 0 15,750(7) $ 2,012
Executive V.P. & CFO 1998 425,000 89,000(3) 0 10,500(8) 3,375
1997 405,000 157,950(4) 0 230,769(9) 358,920(11)
T.F. Cohane 1999 $326,000(1) $146,700(1)(2) 0 10,000(7) $ 497
Senior Vice President 1998 315,000(1) 80,000(1)(3) 0 7,000(8) 922
1997 300,000(1) 85,000(1)(4) 0 230,769(9) 210,870(11)
E.C. Wetmore 1999 $239,000 $ 62,140(2) 0 3,150(7) $ 35
Secretary & General Counsel 1998 231,000 32,000(3) 0 2,100(8) 369
1997 220,000 57,200(4) 0 17,000(9) 4,544(11)
D.G. Reardon 1999 $137,500 $ 42,000(2) 0 3,150(7) $ 138
Treasurer & Controller 1998 132,000 22,000(3) 0 2,100(8) 108
1997 150,000 45,000(4) 0 17,000(9) 6,507(11)
</TABLE>
- ------------------------
(1) Salary and Bonus paid by Times Fiber Communications, Inc., a wholly-owned
subsidiary of the Company.
(2) 1999 Bonus was paid in January 2000.
(3) 1998 Bonus was paid in January 1999.
(4) 1997 Bonus was paid in January 1998.
(5) Upon completion of the Merger, the Restricted Stock Plan of the Company was
terminated.
(6) On March 14, 2000, the Board of Directors approved a two-for-one split of
the Company's Common Stock to be issued to shareholders of record as of
March 23, 2000. On or about April 25, 2000 each shareholder will receive one
additional share of Common Stock for each share of stock then held, subject
to majority shareholder approval of an increase in the authorized shares. In
addition, stock options granted pursuant to the Amended 1997 Option Plan for
Key Employees of Amphenol and Subsidiaries (the "Amended Option Plan") are
also subject to the two-for-one split. The Securities Underlying Options
shown in this Table do not reflect the two-for-one split.
10
<PAGE>
(7) On April 22, 1999 Messrs. Loeffler, Jepsen, Cohane, Wetmore and Ms. Reardon
were awarded 52,500, 15,750, 10,000, 3,150 and 3,150 stock options,
respectively. All such stock options were awarded pursuant to the Amended
Option Plan with an exercise price of $38.1875 per share.
(8) 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
Option Plan with an exercise price of $58.00 per share.
(9) 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 Option
Plan with an exercise price of $26.00 per share.
(10) Includes imputed compensation for Group Term Life Insurance net of employee
payments.
(11) 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.
11
<PAGE>
THE AMENDED 1997 OPTION PLAN FOR KEY EMPLOYEES
OF AMPHENOL AND SUBSIDIARIES
In May 1997, the Board of Directors authorized and approved the 1997 Stock
Option Plan for Key Employees of Amphenol and Subsidiaries (the "Option Plan").
The purpose of the Option Plan is to enable key employees of the Company and its
subsidiaries to obtain a proprietary interest in the Company and thus share in
the future success of the Company's business. The Option Plan is intended to
attract and retain outstanding personnel and to promote a closer identity of
interests between key employees of the Company and its subsidiaries and
stockholders.
In January 1998, the Board of Directors authorized and approved The Amended
1997 Option Plan for Key Employees of Amphenol and Subsidiaries which increased
the number of shares of Common Stock to be reserved for issuance under the
Option Plan from 1,200,000 to 1,750,000 shares (the "Amended Option Plan"). All
other terms of the Amended Option Plan are the same as the Option Plan. Unless
terminated earlier by the Company's Board of Directors, the Amended Option Plan
will terminate in May, 2007.
The Amended Option Plan is administered by the Compensation Committee of the
Board of Directors. The Compensation Committee considers recommendations of the
Chief Executive Officer and other senior management employees of the Company and
determines those employees of Amphenol and its subsidiaries eligible to receive
options, the number and the terms and conditions of each option grant, the form
of the Option Agreement and any conditions on the exercise of an option award.
Only nonqualified stock options ("NQOs") as defined in Section 422 of the
Internal Revenue Code (the "Code") may be granted under the Amended Option Plan.
Employees to whom options are granted are required to enter into a
Management Stockholder's Agreement with the Company which, among other things,
(a) restricts the transfer of option shares for five years after the effective
date of the Amended Option Plan, (b) provides each optionholder with the right
to resell option shares to the Company upon death, or under certain
circumstances, disability of such optionholder and (c) provides the Company with
the right to purchase all of an optionholder's option shares at varying prices
depending upon the applicable circumstances if (i) such optionholder's
employment with the Company is terminated, including, without limitation, as a
result of the optionholder's death, disability or retirement; provided however,
employment by the Company was for at least three years from the date of grant,
(ii) the optionholder effects an unpermitted transfer of option shares or
(iii) the option shares become subject to a transfer pursuant to a Call Event
(as defined in the Amended Option Plan), provided that in such event the right
to purchase shall be only as to the number of option shares subject to the
transfer resulting in the Call Event. The options vest in 20% annual increments
over a period of five years from the date of grant, with certain exceptions,
including without limitation, in the case of the termination of the
optionholder's employment with the Company.
On April 1, 2000 the market value per share of Common Stock was $102.25
(determined by reference to the closing price listed on New York Stock
Exchange, Inc. Composite Tape) and, of the 1,750,000 shares of Common Stock
previously reserved for issuance pursuant to the Amended Option Plan, 290,490
shares remain available for future grants. The exercise price of options
currently outstanding range from $26.00 to $66.25.
12
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following Table provides information regarding option grants under the
Amended Option Plan to the named executive officers during 1999.
INDIVIDUAL OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(5)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME GRANTED(1)(6) FISCAL YEAR 1999(2) ($/SH)(3)(4) DATE 5% ($) 10% ($)
- ---- ------------- ------------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
M.H. Loeffler.............. 52,500 21.8% $38.1875 4/21/2009 $1,260,835 $3,195,203
E.G. Jepsen................ 15,750 6.5% 38.1875 4/21/2009 378,250 958,561
T.F. Cohane................ 10,000 4.1% 38.1875 4/21/2009 240,159 608,610
E.C. Wetmore............... 3,150 1.3% 38.1875 4/21/2009 75,650 191,712
D.G. Reardon............... 3,150 1.3% 38.1875 4/21/2009 75,650 191,712
</TABLE>
- ------------------------
(1) The Company has reserved 1,750,000 shares of Common Stock for issuance
pursuant to the Amended Option Plan, of which 290,490 shares are available
for future awards as of April 1, 2000. The Company has not granted any SARs.
(2) Percentages indicated are based on a total of 241,400 options granted to 103
employees of the Company and its subsidiaries during 1999.
(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 $38.1875 and 5%
and 10% growth rates over a 10 year period and are not intended to forecast
future prices of the Common Stock of the Company.
(6) On March 14, 2000, the Board of Directors approved a two-for-one split of
the Company's Common Stock to be issued to shareholders of record as of
March 23, 2000. On or about April 25, 2000 each shareholder will receive one
additional share of Common Stock for each share of stock then held, subject
to majority shareholder approval of an increase in the authorized shares. In
addition, stock options granted pursuant to the Amended Option Plan are also
subject to the two-for-one split. The Securities Underlying Options shown in
this Table do not reflect the two-for-one split.
13
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
The following table provides information concerning the exercise of stock
options during 1999 by the named executive officers and the year-end value of
unexercised options.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END (#) AT FY-END ($) (1)
------------------- --------------------
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) UNEXERCISABLE (2) UNEXERCISABLE
- ---- --------------- -------------- ------------------- --------------------
<S> <C> <C> <C> <C>
M.H. Loeffler............... 0 0 141,615/282,423 $5,520,329/9,920,055
E.G. Jepsen................. 0 0 94,408/162,611 3,762,271/6,135,229
T.F. Cohane................. 0 0 93,708/154,061 3,756,277/5,948,097
E.C. Wetmore................ 0 0 7,220/ 15,030 279,424/ 517,510
D.G. Reardon................ 0 0 7,220/ 15,030 279,424/ 517,510
</TABLE>
- ------------------------
(1) Based on the New York Stock Exchange trading closing price of Amphenol
Common Stock on December 31, 1999 of $66.5625.
(2) On March 14, 2000, the Board of Directors approved a two-for-one split of
the Company's Common Stock to be issued to shareholders of record as of
March 23, 2000. On or about April 25, 2000 each shareholder will receive one
additional share of Common Stock for each share of stock then held, subject
to majority shareholder approval of an increase in the authorized shares. In
addition, stock options granted pursuant to the Amended Option Plan are also
subject to the two-for-one split. The Number of Unexercised Options shown in
this Table do not reflect the two-for-one split.
14
<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 continue to 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 the
level of base compensation and bonus target 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. In the course of its annual
review the Committee also considers the historical, current and forecasted
performance of the Company and the contributions and expected contributions of
each senior management employee to those results.
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, including
payments in excess of target bonuses, are also considered when specific
objectives are undertaken and achieved or exceeded.
15
<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 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 an excellent year in 1999. The Company sustained significant
growth in sales and net income. The Company also successfully completed several
strategic acquisitions and a public offering of 2.75 million shares.
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 2000 has been increased by
approximately 5% from $761,000 to $800,000. His bonus payout pursuant to the
1999 Management Incentive Plan was $445,185 representing approximately 58% of
his 1999 base salary. His target bonus payment pursuant to the 2000 Management
Plan has been increased from 45% to 50% of his 2000 base salary. Mr. Loeffler's
2000 base salary, 1999 bonus payment and 2000 bonus target were established
based upon the Compensation Committee's review and consideration of market
conditions, the Company's 1999 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, 1998 and 1999 and contemplated for 2000 have and will
continue to closely align Mr. Loeffler's interests with those of other owners of
the Company's Common Stock.
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
16
<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, 1999 with the performance of the Standard &
Poor's 500 Stock Index and the average performance of a composite group
consisting of peer corporations on a line-of-business basis. The Company is
excluded from this group. The corporations comprising the composite group are
CommScope, Inc., Hubbell Incorporated, Methode Inc., Molex Inc. 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>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
Amphenol 100.0 101.0 92.7 232.0 125.6 277.3
Composite 100.0 117.7 148.3 168.6 166.7 206.8
S&P 500 100.0 137.5 169.2 225.6 290.0 351.0
</TABLE>
CUMULATIVE TOTAL RETURN
ANNUALLY: 12/31/94 TO 12/31/99
The data points for the above graph are as follows:
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Amphenol............... 100.0% 101.0% 92.7% 232.0% 125.8% 277.3%
Composite.............. 100.0% 117.7% 148.3% 168.6% 166.7% 206.8%
S&P 500................ 100.0% 137.5% 169.2% 225.6% 290.0% 351.0%
</TABLE>
17
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999 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 1999, 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
18
<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 in 1999, and $135,000 in 2000.
Section 401(a)(17) of the Code currently limits the amount of compensation taken
into account under a tax-qualified plan to $160,000 in 1999, and $170,000 in
2000. 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, 1999, Mr. Loeffler has 26 years of credited service in
the Amphenol Plan Section of the Plan, and his covered compensation amounts to
$761,000 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 are similar to
those of the Amphenol Plan Section of the Plan. Prior to January 1, 2000
participants in the LPL Plan Section of the Plan were required to make
contributions to 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 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 in 1999, and $135,000 in 2000.
Section 401(a)(17) of the Code currently limits the amount of compensation taken
into account under a tax-qualified plan to $160,000 in 1999, and $170,000 in
2000. Both of these limitations
19
<PAGE>
are subject to future adjustment. The Company's Supplemental Employee Retirement
Plan ("SERP") formally provides for the portion of an annual 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, 1999, Mr. Cohane has 13 years of credited service in the
LPL Plan Section of the Plan, and his covered compensation amounts to $406,000,
Mr. Jepsen has 10 years of credited service in the LPL Plan Section of the Plan,
and his covered compensation amounts to $529,000 (although Final Average
Compensation under the SERP is limited to $500,000), Mr. Wetmore has 12 years of
credited service in the LPL Plan Section of the Plan, and his covered
compensation amounts to $271,000 and Ms. Reardon has 10 years of credited
service in the LPL Plan Section of the Plan, and her covered compensation
amounts to $159,500. Mr. Loeffler does not participate in the LPL Plan Section
of the Plan.
20
<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 1999 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
compatable 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 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.
21
<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.
PUBLIC OFFERING. In December, 1999 the Company completed a public offering
of 2,750,000 shares of its Common Stock at $69.5625 per share. No existing
shareholders of the Company, including management and partnerships affiliated
with Kohlberg Kravis Roberts & Co., L.P., sold any shares in the offering or
received any fees. The net proceeds from the sale of the shares were used to
redeem a portion of the Company's senior subordinated notes and to repay bank
debt.
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, 1999 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.
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 2001 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 2000 Annual Meeting will be subject to ratification by
the stockholders at the 2001 Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.
22
<PAGE>
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal to be presented for
consideration in the Company's 2001 Proxy Statement must submit such proposal to
the Company no later than the close of business on December 26, 2000. 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.
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 24, 2000 and no later than
March 24, 2000.
GENERAL AND OTHER MATTERS
At the date of this Proxy Statement, the Company knows of no business that
will be brought before the 2000 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 1999 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 24, 2000
23
<PAGE>
AMPHENOL CORPORATION
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS, MAY 24,
2000
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.
1079-PS-2000
<PAGE>
PROXY
AMPHENOL CORPORATION
The undersigned, revoking previous proxies as relating to these shares,
hereby acknowledges receipt of the Notice of 2000 Annual Meeting and Proxy
Statement dated April 24, 2000 in connection with the Annual Meeting to be held
at 11:00 a.m. on May 24, 2000 at the Corporate Headquarters of the Company, 358
Hall Avenue, Wallingford, Connecticut 06492 and hereby appoints Martin H.
Loeffler and Edward G. Jepsen, and each of them (with full power to act alone),
the attorneys and proxies of the undersigned, with power of substitution to
each, to vote all shares of the Class A Common Stock of AMPHENOL CORPORATION
registered in the name provided herein which the undersigned is entitled to vote
at the 2000 Annual Meeting of Stockholders, and at any adjournment and
adjournments thereof, with all the powers the undersigned would have if
personally present. Without limiting the general authorization hereby given,
said proxies are, and each of them is, instructed to vote or act as follows on
the proposals set forth in said Proxy Statement.
Election of three Directors for terms to expire at the 2003 Annual
Meeting.
NOMINEES:
(01) Andrew M. Clarkson, (02) Henry R. Kravis and (03) Marc S. Lipschultz
SEE REVERSE SIDE. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS, JUST SIGN ON THE REVERSE SIDE. YOU NEED NOT MARK ANY BOXES.
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SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
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<PAGE>
PLEASE MARK
/x/ VOTES AS IN
THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEE DIRECTORS AND FOR PROPOSAL 2.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
1. Election of three Nominee FOR WITHHELD
Directors (See reverse.)
/_/ /_/
/_/
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For all nominees except as noted above
2. Ratification of Deloitte & FOR AGAINST ABSTAIN
Touche LLP as independent
public accountants of the /_/ /_/ /_/
Company
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MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT /_/
Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
Signature: Date:
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Signature: Date:
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