-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QRViw2KjQ0exnWBOQ9NM2ah7hcZkiaK9F/BSSgnnfENCZwczq6J6npc00dnB2/WH rbL7yAI75Q1reX52zwO8AQ== 0000006164-96-000021.txt : 19960627 0000006164-96-000021.hdr.sgml : 19960627 ACCESSION NUMBER: 0000006164-96-000021 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMP INC CENTRAL INDEX KEY: 0000006164 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 230332575 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04235 FILM NUMBER: 96585868 BUSINESS ADDRESS: STREET 1: P O 3608 CITY: HARRISBURGH STATE: PA ZIP: 17105 BUSINESS PHONE: 7175640100 MAIL ADDRESS: STREET 1: PO BOX 3608 M S 176 41 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: AMP INC & PAMCOR INC DATE OF NAME CHANGE: 19890410 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN METAL PRODUCTS CO DATE OF NAME CHANGE: 19661211 11-K 1 11-K DOCUMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- FORM 11-K -------------------------------- ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1995. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from ____________ to - --------------. Commission File Number 1-4235. A. Full title of the plan and the address of the plan, if different from that of the issuer named below: MERIT Plan of Benefits M/A-COM, Inc. 1011 Pawtucket Boulevard Lowell, MA 01853-3295 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: AMP Incorporated 470 Friendship Road Harrisburg, Pennsylvania 17111 Includes an Exhibit Index REQUIRED INFORMATION The MERIT Plan of Benefits (the "Plan") of M/A-COM, Inc., a wholly owned subsidiary of AMP Incorporated, is a plan that is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), and therefore the Plan is providing, as Exhibit 1 hereto, Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA. These financial statements include audited statements of net assets available for benefits at December 31, 1995 and December 31, 1994, and audited statements of changes in net assets available for benefits for the fiscal year ended December 31, 1995. The Plan financial statements have been examined by Arthur Andersen LLP and, with respect to the 1994 fiscal year Plan financial statements, by Price Waterhouse LLP. Currently dated and manually signed written consents of Arthur Andersen LLP and Price Waterhouse LLP with respect to the Plan financial statements that relate to the fiscal years ended December 31, 1995 and December 31, 1994, respectively, and the Plan financial statements themselves, have been incorporated by reference in a Registration Statement on Form S-8 under the Securities Act of 1933, as amended. These written consents of Arthur Andersen LLP and Price Waterhouse LLP are provided as Exhibits 2B and 2A to this annual report, respectively. SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MERIT Plan of Benefits (the "Plan") M/A-COM, Inc. Benefits Committee (Plan Administrator) Date: June 25, 1996 By:_______________________________ L. L. Mihalchik Chairman Benefits Committee EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 1 Audited financial statements for MERIT Plan of Benefits 2A Consent of Independent Public Accountants 2B Consent of Independent Public Accountants EX-1 2 FINANCIAL STATEMENTS AND AUDITORS REPORTS EXHIBIT 1 AUDITED FINANCIAL STATEMENTS FOR MERIT PLAN OF BENEFITS M/A-COM, Inc. MERIT Plan of Benefits Financial Statements As of December 31, 1995 and 1994 Together with Auditors' Report M/A-COM, Inc. MERIT Plan of Benefits Index to Financial Statements and Supplemental Schedules =============================================================================== Page Report of Independent Public Accountants 1 Financial Statements: Statement of Net Assets Available for Plan Benefits: December 31, 1995 2 December 31, 1994 3 Statement of Changes in Net Assets Available for Plan Benefits: Year Ended December 31, 1995 4 Year Ended December 31, 1994 5 Notes to Financial Statements 6 - 9 Supplemental Schedules: Schedule I - Item 27a - Assets Held for Investment Purposes at December 31, 1995 10 Schedule II - Item 27d - Reportable Transactions for the Year Ended December 31, 1995 11 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Participants and Administrator of the M/A-COM, Inc. MERIT Plan of Benefits: We have audited the accompanying statement of net assets available for plan benefits of the M/A-COM, Inc. MERIT Plan of Benefits at December 31, 1995, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the M/A-COM, Inc. MERIT Plan of Benefits as of December 31, 1994, were audited by other auditors whose report dated July 7, 1995, expressed an unqualified opinion on those statements. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the M/A-COM, Inc. MERIT Plan of Benefits as of December 31, 1995, and the changes in net assets available for plan benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. Schedules I and II and the Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Philadelphia, PA May 24, 1996 1
M/A-COM, Inc. MERIT Plan of Benefits Statement of Net Assets Available for Plan Benefits December 31, 1995 Vanguard Money Market Vanguard Vanguard Vanguard Reserves - Vanguard/ Index International Bond Vanguard Prime Wellington Trust - Growth Index U.S. Growth Portfolio Fund 500 Portfolio Portfolio Fund Fund ASSETS Shares of registered investment companies, fair value $ 34,347,249 $ 23,134,863 $ 16,045,332 $ 7,460,041 $ 5,539,187 $ 9,813,606 Company Stock Fund, fair value -- -- -- -- -- -- Participant notes receivable, fair value -- -- -- -- -- -- Other receivables: Employees' contributions 150,824 85,388 64,528 36,346 22,872 46,410 Employer's contributions -- -- -- -- -- -- Loan and interest payments 82,741 47,632 27,968 22,239 9,127 25,279 ------ ------ ------ ------ ----- ------ Net Assets Available for Benefits $ 34,580,814 $ 23,267,883 $ 16,137,828 $ 7,518,626 $ 5,571,186 $ 9,885,295 ============ ============ ============ =========== =========== =========== Statement of Net Assets Available for Plan Benefits December 31, 1995 - CONTINUED Vanguard Asset Vanguard Participants Allocation Vanguard/ Explorer Company Notes Fund Windsor II Fund Stock Fund Receivable Total ASSETS Shares of registered investment companies, fair value $ 2,557,152 $ 2,884,729 $ 1,620,998 $ -- $ -- $103,403,157 Company Stock Fund, fair value -- -- -- 13,250,164 -- 13,250,164 Participant notes receivable, fair value -- -- -- -- 5,466,496 5,466,496 Other receivables: Employees' contributions 9,734 16,798 12,053 -- -- 444,953 Employer's contributions -- -- -- 306,154 -- 306,154 Loan and interest payments 2,142 7,938 4,578 -- -- 229,644 ----- ----- ----- ---------- ----------- ------- Net Assets Available for Benefits $ 2,569,028 $ 2,909,465 $ 1,637,629 $ 13,556,318 $ 5,466,496 $123,100,568 ============== =========== =========== ============ =========== ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
2
M/A-COM, Inc. MERIT Plan of Benefits Statement of Net Assets Available for Plan Benefits December 31, 1994 Vanguard Money Market Vanguard Vanguard Vanguard Reserves - Vanguard/ Index International Bond Vanguard Prime Wellington Trust - Growth Index U.S. Growth Portfolio Fund 500 Portfolio Portfolio Fund Fund ASSETS Shares of registered investment companies, fair value $ 34,639,861 $ 17,938,224 $ 10,843,224 $ 7,651,544 $ 5,153,413 $ 6,383,688 Company Stock Fund, fair value -- -- -- -- -- -- Participant notes receivable, fair value -- -- -- -- -- -- Other receivables: Employees' contributions 224,397 135,281 88,810 65,925 38,200 54,795 Employer's contribution -- -- -- -- -- -- Loan and interest payments 127,303 57,691 35,435 27,580 12,606 25,446 ------- ------ ------ ------ ------ ------ Net Assets Available for Benefits $ 34,991,561 $ 18,131,196 $ 10,967,469 $ 7,745,049 $ 5,204,219 $ 6,463,929 ============ ============ ============ =========== =========== =========== Statement of Net Assets Available for Plan Benefits December 31, 1994 - CONTINUED Vanguard Asset Vanguard Participants Allocation Vanguard/ Explorer Company Notes Fund Windsor II Fund Stock Fund Receivable Total ASSETS Shares of registered investment companies, fair value $ 1,461,613 $ 1,222,947 $ 1,189,541 $ -- $ -- $ 86,484,055 Company Stock Fund, fair value -- -- -- 7,353,228 -- 7,353,228 Participant notes receivable, fair value -- -- -- -- 5,615,789 5,615,789 Other receivables: Employees' contributions 12,698 15,444 19,540 -- -- 655,090 Employer's contribution -- -- -- 421,905 -- 421,905 Loan and interest payments 2,547 5,835 6,070 -- -- 300,513 ----- ----- ----- ------- --------- ------- Net Assets Available for Benefits $ 1,476,858 $ 1,244,226 $ 1,215,151 $ 7,775,133 $ 5,615,789 $100,830,580 ============ =========== =========== =========== =========== ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
3
M/A-COM, Inc. MERIT Plan of Benefits Statement of Changes in Net Assets Available for Plan Benefits Year Ended December 31, 1995 Vanguard Money Market Vanguard Vanguard Vanguard Reserves - Vanguard/ Index International Bond Vanguard Prime Wellington Trust - Growth Index U.S. Growth Portfolio Fund 500 Portfolio Portfolio Fund Fund Additions: Interest and dividends $ 1,995,509 $ 1,148,617 $ 361,526 $ 197,845 $ 365,184 $ 398,841 Net appreciation (depreciation) of investments -- 4,619,741 3,825,374 777,978 532,372 2,214,174 --------- --------- --------- ------- ------- --------- 1,995,509 5,768,358 4,186,900 975,823 897,556 2,613,015 --------- --------- --------- ------- ------- --------- Contributions: Employer -- -- -- -- -- -- Employee 2,258,822 1,259,380 900,113 549,072 368,765 623,089 --------- --------- ------- ------- ------- ------- 2,258,822 1,259,380 900,113 549,072 368,765 623,089 --------- --------- ------- ------- ------- ------- Total additions 4,254,331 7,027,738 5,087,013 1,524,895 1,266,321 3,236,104 --------- --------- --------- --------- --------- --------- Deductions: Benefit payments to beneficiaries and participants 3,902,563 1,469,451 1,039,126 606,108 523,051 993,320 Administrative expenses 19,647 6,687 3,577 3,614 1,589 2,597 ------ ----- ----- ----- ----- ----- Total deductions 3,922,210 1,476,138 1,042,703 609,722 524,640 995,917 --------- --------- --------- ------- ------- ------- Net increase (decrease) 332,121 5,551,600 4,044,310 915,173 741,681 2,240,187 Net interfund transfers (742,868) (414,913) 1,126,049 (1,141,596) (374,714) 1,181,179 Net assets available for benefits: Beginning of year 34,991,561 18,131,196 10,967,469 7,745,049 5,204,219 6,463,929 ---------- ---------- ---------- --------- --------- --------- End of year $ 34,580,814 $ 23,267,883 $ 16,137,828 $ 7,518,626 $ 5,571,186 $ 9,885,295 ============ ============ ============ =========== =========== =========== Statement of Changes in Net Assets Available for Plan Benefits Year Ended December 31, 1995 - CONTINUED Vanguard Asset Vanguard Company Participants Allocation Vanguard/ Explorer Stock Notes Fund Windsor II Fund Fund Receivable Total Additions: Interest and dividends $ 172,054 $ 149,476 $ 126,507 $ $122,008 $ 412,657 $ 5,450,224 Net appreciation (depreciation) of investments 376,390 427,795 201,166 3,762,166 -- 16,737,156 ------- ------- ------- --------- ------- ---------- 548,444 577,271 327,673 3,884,174 412,657 22,187,380 ------- ------- ------- --------- ------- ---------- Contributions: Employer -- -- -- 3,848,491 -- 3,848,491 Employee 152,310 189,667 192,985 -- -- 6,494,203 ------- ------- ------- --------- ------- ---------- 152,310 189,667 192,985 3,848,491 -- 10,342,694 ------- ------- ------- --------- ------- ---------- Total additions 700,754 766,938 520,658 7,732,665 412,657 32,530,074 ------- ------- ------- --------- ------- ----------- Deductions: Benefit payments to beneficiaries and participants 26,207 373,134 142,272 723,759 413,532 10,212,523 Administrative expenses 481 623 585 8,163 -- 47,563 --- --- --- ----- ------- ---------- Total deductions 26,688 373,757 142,857 731,922 413,532 10,260,086 ------ ------- ------- ------- ------- ---------- Net increase (decrease) 674,066 393,181 377,801 7,000,743 (875) 22,269,988 Net interfund transfers 418,104 1,272,058 44,677 (1,219,558) (148,418) -- Net assets available for benefits: Beginning of year 1,476,858 1,244,226 1,215,151 7,775,133 5,615,789 100,830,580 --------- --------- --------- --------- --------- ------------ End of year $ 2,569,028 $ 2,909,465 $ 1,637,629 $ 13,556,318 $ 5,466,496 $123,100,568 ============ =========== =========== ============ =========== ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
4
MERT294 - 06/10/96 M/A-COM, Inc. MERIT Plan of Benefits Statement of Changes in Net Assets Available for Plan Benefits Year Ended December 31, 1994 Vanguard Money Market Vanguard Vanguard Vanguard Reserves - Vanguard/ Index International Bond Vanguard Prime Wellington Trust - Growth Index U.S. Growth Portfolio Fund 500 Portfolio Portfolio Fund Fund Additions: Interest and dividends $ 1,397,897 $ 821,938 $ 338,897 $ 101,043 $ 359,601 $ 74,199 Net appreciation (depreciation) of investments -- (913,626) (201,022) (72,701) (519,474) 159,919 --------- -------- -------- ------- -------- ------- 1,397,897 (91,688) 137,875 28,342 (159,873) 234,118 --------- ------- ------- ------ -------- ------- Contributions: Employer -- -- -- -- -- -- Employee 2,159,531 1,333,475 825,897 598,873 358,814 500,144 --------- --------- ------- ------- ------- ------- 2,159,531 1,333,475 825,897 598,873 358,814 500,144 --------- --------- ------- ------- ------- ------- Total additions 3,557,428 1,241,787 963,772 627,215 198,941 734,262 --------- --------- ------- ------- ------- ------- Deductions: Benefit payments to beneficiaries and participants 4,430,785 1,397,037 810,647 516,377 484,970 392,204 Administrative expenses 23,895 7,453 3,835 3,869 1,918 2,449 ------ ----- ----- ----- ----- ----- Total deductions 4,454,680 1,404,490 814,482 520,246 486,888 394,653 --------- --------- ------- ------- ------- ------- Net increase (decrease) (897,252) (162,703) 149,290 106,969 (287,947) 339,609 Net interfund transfers 286,831 (326,261) (172,713) 484,437 (636,021) 466,976 Net assets available for benefits: Beginning of year 35,601,982 18,620,160 10,990,892 7,153,643 6,128,187 5,657,344 ---------- ---------- ---------- --------- --------- --------- End of year $ 34,991,561 $ 18,131,196 $10,967,469 $ 7,745,049 $ 5,204,219 $ 6,463,929 ============ ============ =========== =========== =========== =========== Statement of Changes in Net Assets Available for Plan Benefits Year Ended December 31, 1994 - CONTINUED Vanguard Asset Vanguard Company Participants Allocation Vanguard/ Explorer Stock Notes Fund Windsor II Fund Fund Receivable Total Additions: Interest and dividends $ 60,441 $ 72,612 $ 61,917 $ -- $ 397,128 $ 3,685,673 Net appreciation (depreciation) of investments (97,178) (88,088) (52,430) (944,676) -- (2,729,276) ------- ------- ------- -------- ------- ---------- (36,737) (15,476) 9,487 (944,676) 397,128 956,397 ------- ------- ----- -------- ------- --------- Contributions: Employer -- -- -- 3,631,347 -- 3,631,347 Employee 119,840 130,464 132,207 -- -- 6,159,245 ------- ------- ------- --------- ------- --------- 119,840 130,464 132,207 3,631,347 -- 9,790,592 ------- ------- ------- --------- ------- --------- Total additions 83,103 114,988 141,694 2,686,671 397,128 10,746,989 ------ ------- ------- --------- ------- --------- Deductions: Benefit payments to beneficiaries and participants 116,119 24,451 20,132 451,690 631,445 9,275,857 Administrative expenses 571 455 416 6,174 -- 51,035 --- --- --- ----- ------- ------ Total deductions 116,690 24,906 20,548 457,864 631,445 9,326,892 ------- ------ ------ ------- ------- --------- Net increase (decrease) (33,587) 90,082 121,146 2,228,807 (234,317) 1,420,097 Net interfund transfers 141,191 354,631 525,947 (1,099,945) (25,073) -- Net assets available for benefits: Beginning of year 1,369,254 799,513 568,058 6,646,271 5,875,179 99,410,483 --------- ------- ------- --------- --------- ----------- End of year $ 1,476,858 $ 1,244,226 $1,215,151 $ 7,775,133 $ 5,615,789 $100,830,580 ============ =========== ========== =========== =========== ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
5 M/A-COM, Inc. MERIT Plan of Benefits Notes to Financial Statements 1. Description of the Plan The following is a general description of the MERIT Plan of Benefits (the Plan) established by M/A-COM, Inc. (the Company) effective October 1, 1990 and most recently amended and restated on December 23, 1994. Refer to the Plan document for more information. Vanguard Fiduciary Trust Company (Trustee) is the trustee and recordkeeper of the Plan. The Plan is a defined contribution retirement benefit plan subject to the Employee Retirement Income Security Act of 1974 (ERISA) and administered by a Benefits Committee (the Committee) appointed by the Chief Executive Officer of the Company, the Plan Sponsor. The Plan is designed to qualify as a profit-sharing plan for purposes of Sections 401(a), 402, 412 and 417 of the Internal Revenue Code of 1986 (the Code), and to contain a cash or deferred arrangement intended to qualify under Section 401(k) of the Code. The Plan covers all eligible employees of participating subsidiaries of the Company who meet certain requirements as to length of service and number of hours worked. On June 30, 1995, the Company was merged with and into AMP Incorporated (AMP) and became a wholly-owned subsidiary of AMP, which had little impact on the Plan. 2. Summary of Significant Accounting Policies Basis of Accounting The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting. Investment transactions are recorded on the trade date basis. Net appreciation (depreciation) of investments include realized and unrealized gains and losses on investment transactions. Investments Participants may select from nine investment options. The investment options available are the Vanguard Money Market Reserves - Prime Portfolio (pooled money market fund), Vanguard Bond Index Fund (income fund), Vanguard/Wellington Fund (balanced fund), Vanguard Index Trust - 500 Portfolio (growth and income fund), Vanguard U.S. Growth Portfolio (growth fund), Vanguard International Growth Portfolio (growth fund), Vanguard/Windsor II (growth and income fund), Vanguard Explorer Fund (small company growth) and Vanguard Asset Allocation Fund (balanced fund). The investments are stated at fair value determined by quoted market prices which represent the net asset value of shares held by the Plan at year-end, as reported by the Trustee. The fair value of participant notes receivable is unpaid principal balances plus accrued interest at the Plan year end, as reported by the Trustee. 6 M/A-COM, Inc. MERIT Plan of Benefits Notes to Financial Statements The Company Stock Fund exists for the purpose of allowing matching contributions to be made in the form of AMP common stock. At any time, this fund may consist of shares of AMP common stock, a receivable/payable amount for transactions in process and a small balance in a money market fund to meet current cash requirements. The value of the fund is expressed in terms of a unit value which fluctuates with the value of AMP common stock in the fund. The value of this fund is based on the unit closing price at the Plan year end, as reported by the Trustee. Accounting Estimates The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingencies, and the reported amounts of changes in net assets. Administrative Expenses All expenses incurred in the administration of the Plan, other than legal and certain other expenses which are paid by the Company, are charged to and paid by the Plan. Payment of Benefits Benefits are recorded when paid. 3. Contribution and Funding Policies General Benefits provided to participants under the Plan are based upon the level of their Plan contributions and their investment selections. Non-highly compensated Plan participants, as defined in Section 415 of the Code, must contribute 2% and may contribute up to 14% of their annual before-tax compensation to the Plan subject to Internal Revenue Service (IRS) limitations. Highly compensated participants, as defined in Section 415 of the Code, must contribute 2% and may contribute up to 6% of their annual before-tax compensation to the Plan provided, however, that the Company reserves the right to increase or decrease the maximum percentage within the range of 6% and 14% applicable to such highly compensated employees from time to time during, and for the remainder of, the Plan year subject to IRS limitations. The Company makes matching contributions of 50% of participants' contributions for participants with one but less than five years of service, 66 2/3% for five but less than ten years of service and 100% for ten or more years of service, but only to the extent deductible for federal income tax purposes and disregarding any contributions in excess of 6% of a participant's annual before-tax compensation. In order to maintain the Plan's tax qualified status, the Plan Administrator retains the right, if necessary, to reduce the contributions made on behalf of certain participants. Contributions are recorded in the period in which payroll deductions are made. 7 M/A-COM, Inc. MERIT Plan of Benefits Notes to Financial Statements Vesting Contributions made by participants are fully vested at all times. Company matching contributions are vested based on a participant's years of credited service. A year of service is defined by the Plan document as a year in which the participant has worked 1,000 hours or more. The vesting schedule for Company contributions is as follows: Years of credited service Percent vested Less than 2 0% 2 25% 3 50% 4 75% 5 or more 100% Forfeitures may be utilized to reduce the Company's matching contributions. Forfeitures being held at December 31, 1995 and December 31, 1994 were $72,800 and $79,800 respectively. The Company used $79,800 and $76,300 to reduce matching contributions for the year ended December 31, 1995 and December 31, 1994, respectively. Although the Company has no intention to do so, it reserves the right to terminate the Plan at any time. Upon Plan termination, participants become 100% vested in their account balances. 4. Participant Loan Program Active Plan participants may borrow on their vested account balances. The loan feature of the Plan includes the following provisions: Minimum Loan: $500 Maximum Loan: Lesser of: 50% of the participant's vested account balance at the time of the loan or $50,000 reduced by the highest outstanding balance of any loans to the participant during the preceding 12 months. Term of Loan: Five year maximum term; early repayment without penalty is allowed. Interest: Reasonable rate of interest in accordance with standards established by the Committee. Loans specifically attributed to the Plan at December 31, 1995 and December 31, 1994 were $5,466,496 and $5,615,789, respectively. Interest rates range from 7.0% to 10.5% and 7.0% to 11.0% for loans outstanding at December 31, 1995 and December 31, 1994, respectively. 8 M/A-COM, Inc. MERIT Plan of Benefits Notes to Financial Statements 5. Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated September 20, 1995, that the Plan is qualified under the appropriate sections of the Code and the Plan as amended effective January 1, 1992 is in compliance with amendments required by the Tax Reform Act of 1986. The Plan has been amended since applying for the determination letter. The Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, they believe that the Plan continues to be qualified and the related trust was tax-exempt as of the financial statement date. Accordingly, there is no provision for income taxes in the accompanying financial statements. 6. Investments All Plan investments are held by Vanguard Fiduciary Trust Company and consist of shares of various Vanguard mutual funds, company stock, and participant notes receivables. The following is a list of assets which exceed 5% of net assets at December 31, 1995 and 1994. December 31, December 31, 1995 1994 ---- ---- Vanguard Fiduciary Trust Company: Vanguard Money Market Reserves - Prime Portfolio $34,347,249 $34,639,861 Vanguard/Wellington Fund 23,134,863 17,938,224 Vanguard Index Trust - 500 Portfolio 16,045,332 10,843,224 Vanguard International Growth Portfolio 7,460,041 7,651,544 Vanguard Bond Index Fund 5,539,187 5,153,413 Vanguard U.S. Growth Portfolio 9,813,606 6,383,688 Company Stock Fund 13,250,164 7,353,228 Participant notes receivable 5,466,496 5,615,789 9 M/A-COM, Inc. Supplemental MERIT Plan of Benefits Schedule I Item 27a - Assets Held for Investment Purposes EIN: 04-2090644 at December 31, 1995 PIN: 008 Shares/Units Current or Participation Cost Value Vanguard Fiduciary Trust Company: Vanguard Money Market Reserves - Prime Portfolio $34,347,249 $34,347,249 $34,347,249 Vanguard/Wellington Fund 946,986 18,165,434 23,134,863 Vanguard Index Trust 500 Portfolio 278,565 11,376,379 16,045,332 Vanguard International Growth Portfolio 496,674 5,944,921 7,460,041 Vanguard Bond Index Fund 546,271 5,310,931 5,539,187 Vanguard U.S. Growth Portfolio 482,241 7,249,627 9,813,606 Vanguard Asset Allocation Fund 149,977 2,324,366 2,557,152 Vanguard/Windsor II 139,626 2,611,414 2,884,729 Vanguard Explorer Fund 32,451 1,519,790 1,620,998 Company Stock Fund 826,585 9,633,400 13,250,164 Participant notes receivable maturing within six months to five years with interest rates ranging from 7.0% to 10.5% 911 5,466,496 5,466,496 ----------- ---------- $103,950,007 $122,119,817 ============ ============ 10
M/A-COM, Inc. Supplemental MERIT Plan of Benefits Schedule II Item 27d - Reportable Transactions EIN: 04-2090644 for the Year Ended December 31, 1995 PIN: 008 Current value on Party Description No. of Purchase No. of Selling Cost of transaction Net gain Involved of assets purchases price sales price asset date (loss) Vanguard Fiduciary Vanguard Money Market Trust Company Reserves - Prime Portfolio 197 $9,050,388 192 $9,342,265 $9,342,265 $9,342,265 $ -- Vanguard Fiduciary Vanguard/Wellington Fund 133 4,274,164 146 3,698,074 3,256,757 3,698,074 441,317 Trust Company Vanguard Fiduciary Company Stock Fund 18 4,167,160 178 2,029,260 1,399,434 2,029,260 629,826 Trust Company Vanguard Fiduciary Vanguard Index 500 Portfolio 138 3,493,420 124 2,116,686 1,770,361 2,116,686 346,325 Trust Company Vanguard Fiduciary Vanguard U.S. Growth Fund 145 3,327,278 102 2,112,143 1,787,690 2,112,143 324,453 Trust Company Vanguard Fiduciary International Growth 112 2,163,431 127 3,134,482 2,821,376 3,134,482 313,106 Trust Company Portfolio
11 EX-2.A 3 AUDITORS CONSENT EXHIBIT 2.A Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of AMP Incorporated filed in June of 1996 of our report dated July 7, 1995 relating to the financial statements of the Merit Plan of Benefits as of December 31, 1994 included with this Form 11-K. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Boston, Massachusetts June 25, 1996 EX-2.B 4 AUDITORS CONSENT EXHIBIT 2.B CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To AMP Incorporated: As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Company's previously filed Registration Statement File No. 333-06767. /s/ Arthur Andersen LLP Philadelphia, PA June 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----