-----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, Az8WiPCID2qRgE/4IjcuE7SNjDi88bZk+yOXAISZCYFcrDpZZhhLjOOR/nml/9c+ Up3SDDf9yMbfgWKvoCeaUw== 0000006164-97-000039.txt : 19971117 0000006164-97-000039.hdr.sgml : 19971117 ACCESSION NUMBER: 0000006164-97-000039 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMP INC CENTRAL INDEX KEY: 0000006164 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 230332575 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-04235 FILM NUMBER: 97718884 BUSINESS ADDRESS: STREET 1: P O 3608 CITY: HARRISBURG 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 10-Q 1 10Q INFORMATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (mark one) [XX] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1997 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________ to _________ ******************************** Commission File No. 1-4235 AMP INCORPORATED a Pennsylvania corporation (Exact name of registrant as specified in charter, and state of incorporation) ******************************** Employer Identification No. 23-0332575 Harrisburg, Pennsylvania 17105-3608 (Address of principal executive offices of registrant) (717) 564-0100 (Registrant's telephone number, including area code) ******************************** Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X]. NO [ ]. The number of shares of AMP Common Stock (without Par Value) outstanding at November 4, 1997 was 220,020,159. Includes an Exhibit Index. AMP Incorporated & Subsidiaries PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The Consolidated Statements of Income for the three months and the nine months ended September 30, 1997 and 1996, the Consolidated Statements of Cash Flows for the nine months ended September 30, 1997 and 1996, and the Consolidated Balance Sheets at September 30, 1997 and December 31, 1996, are presented below. See the notes to these condensed consolidated financial statements at the end thereof.
AMP Incorporated & Subsidiaries CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (dollars in thousands, except per share data) For the Three Months Ended September 30, 1997 1996 ----------- ----------- Net Sales.......................... $ 1,432,600 $ 1,336,233 Cost of Sales...................... 975,768 948,794 ----------- ----------- Gross income................... 456,832 387,439 Selling, General and Administrative Expenses........... 262,938 231,163 ----------- ----------- Income from operations......... 193,894 156,276 Interest Expense................... (8,098) (7,959) Other Income (Deductions), net..... (5,640) (3,520) ----------- ----------- Income before income taxes..... 180,156 144,797 Income Taxes....................... 58,551 49,955 ----------- ----------- Net Income......................... $ 121,605 $ 94,842 =========== =========== PER SHARE DATA: Net income......................... $.55 $.43 Cash dividends..................... $.26 $.25 Weighted average number of shares.. 220,958,833 219,803,427 =========== ===========
AMP Incorporated & Subsidiaries CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (dollars in thousands, except per share data) For the Nine Months Ended September 30, 1997 1996 ----------- ----------- Net Sales.......................... $ 4,293,472 $ 4,064,695 Cost of Sales...................... 2,980,964 2,829,076 ----------- ----------- Gross income................... 1,312,508 1,235,619 Selling, General and Administrative Expenses........... 768,662 719,842 ----------- ----------- Income from operations......... 543,846 515,777 Interest Expense................... (25,160) (24,107) Other Income (Deductions), net (see Note 3)..... (29,463) 7,173 ----------- ----------- Income before income taxes..... 489,223 498,843 Income Taxes....................... 158,997 171,932 ----------- ----------- Net Income Before Cumulative Effect of Accounting Changes... $ 330,226 $ 326,911 Cumulative Effect of Accounting Changes (see Note 2)........... 15,450 --- ----------- ----------- Net Income......................... $ 345,676 $ 326,911 =========== =========== PER SHARE DATA: Net Income Before Cumulative Effect of Accounting Changes... $1.50 $1.49 Cumulative Effect of Accounting Changes (see Note 2).......... .07 --- ----------- ----------- Net income......................... $1.57 $1.49 Cash dividends..................... $ .78 $ .75 Weighted average number of shares.. 220,267,576 219,523,149 =========== ===========
AMP Incorporated & Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed and Unaudited) (dollars in thousands) For the Nine Months Ended September 30, 1997 1996 --------- --------- Cash and Cash Equivalents at January 1.................. $ 223,779 $ 212,538 Operating Activities: Net income................................ 345,676 326,911 Noncash adjustments - Depreciation and amortization........... 330,044 312,032 Cumulative effect of accounting changes (see Note 2).......................... (22,889) -- Changes in operating assets and liabilities........................ (141,184) (125,924) Other, net.............................. 45,956 85,862 --------- --------- Cash provided by operating activities........................... 557,603 598,881 --------- --------- Investing Activities: Additions to property, plant and equipment............................ (331,232) (438,787) Purchase of subsidiaries - Net of cash and cash equivalents acquired........................... -- (36,977) Other, net................................ (5,108) (77,603) --------- --------- Cash used for investing activities........................... (336,340) (553,367) --------- --------- Financing Activities: Changes in short-term debt................ 27,165 122,083 Additions to long-term debt............... 11,945 10,272 Reductions of long-term debt.............. (19,064) (25,423) Purchases of treasury stock............... (2,636) (269) Dividends paid............................ (171,138) (164,043) --------- --------- Cash used for financing activities........................... (153,728) (57,380) --------- --------- Effect of Exchange Rate Changes on Cash.................................... 1,235 2,568 --------- --------- Cash and Cash Equivalents at September 30.............................. $ 292,549 $ 203,240 ========= ========= Changes in Operating Assets and Liabilities: Receivables............................... $(117,863) $ (67,378) Inventories............................... (87,412) (77,514) Other current assets...................... (720) (10,241) Payables, trade and other................. 10,361 (17,211) Accrued payrolls and benefits............. 56,634 34,786 Other accrued liabilities................. (2,184) 11,634 --------- --------- $(141,184) $(125,924) ========= ========= Interest paid during the period was approximately equal to amounts charged to expense.
AMP Incorporated & Subsidiaries CONSOLIDATED BALANCE SHEETS (Condensed) (dollars in thousands) September 30, December 31, 1997 1996 ----------- ----------- ASSETS (unaudited) Current Assets: Cash and cash equivalents.......... $ 292,549 $ 223,779 Securities available for sale...... 52,539 27,971 Receivables........................ 1,086,844 1,025,850 Inventories........................ 870,136 786,623 Other current assets............... 268,082 291,957 ----------- ----------- Total current assets........... 2,570,150 2,356,180 ----------- ----------- Property, Plant and Equipment........ 4,687,131 4,690,819 Less - Accumulated depreciation.... 2,745,344 2,663,211 ----------- ----------- Property, plant and equipment, net........................... 1,941,787 2,027,608 ----------- ----------- Investments and Other Assets......... 296,074 301,917 ----------- ----------- TOTAL ASSETS......................... $ 4,808,011 $ 4,685,705 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Short-term debt.................... $ 422,701 $ 419,411 Payables, trade and other.......... 441,715 463,261 Accrued liabilities................ 589,569 562,223 ----------- ----------- Total current liabilities........ 1,453,985 1,444,895 Long-Term Debt....................... 172,703 181,599 Other Liabilities and Deferred Credits................... 283,364 269,313 ----------- ----------- Total liabilities................ 1,910,052 1,895,807 Shareholders' Equity................. 2,897,959 2,789,898 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.............................. $ 4,808,011 $ 4,685,705 =========== ===========
AMP Incorporated & Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (September 30, 1997, Unaudited) 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report and Form 10-K, and Form 10-Q as of and for the three months ended March 31, 1997 and as of and for the six months ended June 30, 1997. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods. Net Income and Cash Dividends per share: per share amounts were calculated using the weighted average number of shares outstanding during each period, adjusted for the impact of the Company's stock option and restricted stock plans using the Treasury Stock Method when the effect is dilutive. 2. ACCOUNTING CHANGES During the first quarter of 1997, the Company made two changes to the accounting practices used to develop its inventory standard costs. The first change was made to standardize globally the definition of capacity used to determine volume assumptions for overhead rates. The new definition more properly reflects the Company's objectives for plant and equipment utilization and provides for consistent measurements of AMP facilities. In an effort to provide increased focus on engineering efforts for both product development and manufacturing cost reductions, the Company also changed its inventory costing methodology to include manufacturing engineering costs in the inventory standard costs. Previously, these costs were expensed in the period incurred and included in the cost of sales line on the Consolidated Statement of Income. The net benefit of the preceding changes in accounting for inventory of $15.5 million, or $.07 per share, was presented as a cumulative effect of accounting changes on the Consolidated Statement of Income for the nine months ended September 30, 1997. In February of 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share." This statement changes the required methods used to calculate earnings per share data, harmonizing U.S. GAAP requirements with that of International Accounting Standards No. 33. The major change from the previous calculation is the disclosure of basic EPS, which is computed by dividing reported earnings by the weighted average common shares outstanding (without any adjustments for common stock equivalents), versus the current primary EPS calculation required by the superseded APB Opinion No. 15. Fully diluted EPS, now called diluted EPS, is still required, with the average market price of common stock used to determine common stock equivalents rather than the greater of the average market price or period ending closing price. This statement must be adopted by the Company in the fourth quarter of 1997 with restatement at that time of all prior periods presented. The effect on the Company's EPS as a result of this rule change is not expected to be significant. 3. IMT/CONNECTWARE LITIGATION In the second quarter of 1997, the Company recorded a litigation reserve of $17.7 million, pretax ($.05 per share) in connection with the IMT/Connectware arbitration decision. This litigation was settled on September 12, 1997 and resulted in a payment to IMT in the third quarter of 1997. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net sales for the third quarter of 1997 were $1.433 billion, representing an increase of 7.2% in U.S. dollars and 12.9% in local currencies from the $1.336 billion in the corresponding quarter of the prior year. For the nine months ended September 30, 1997, net sales were $4.293 billion, representing an increase of 5.6% in U.S. dollars and 10.3% in local currencies from the $4.065 billion for the nine months ending September 30, 1996. Further strengthening of the U.S. dollar in 1997 decreased worldwide net sales by $76 million for the quarter and $191 million for the nine months ending September 30, 1997. Bookings for the third quarter were $1.436 billion, representing an increase of 8.4% in U.S. dollars and 14.4% in local currencies from the $1.325 billion in the corresponding quarter of the prior year. The Company's order backlog stood at $1.044 billion at September 30, 1997, representing a slight increase from the $1.041 billion at June 30, 1997. After adjusting for the negative effects of currency changes, the Company's order backlog increased $15 million from June 30, 1997. Sales growth was broad-based across all of the Company's major market segments, and the Company continued to see the improving effectiveness of its global automotive, communications, personal computer, and power technology divisions. The Company is encouraged by the breadth of net sales growth. Net sales also increased across most of the Company's products and all three of the Company's geographies. For the quarter ending September 30, 1997, net sales in the Americas region (including the United States), accounting for 50% of the worldwide total, increased 9% over the comparable prior year period. The Company experienced solid growth in the communications equipment, networking, instrumentation, and electronic/electrical component markets. U.S. net sales increased 9%, while Argentina, Canada and Mexico led the rest of the Americas with double digit growth. For the nine months ending September 30, 1997, net sales increased 8% over the comparable prior year period. Net sales in the European, Middle East, and Africa region, accounting for 30% of the worldwide total, increased 17% in local currencies and 2% in U.S. dollars in the third quarter of 1997 over the comparable prior year period. Overall, growth accelerated in most European countries during the third quarter of 1997. In Germany, growth was approximately 13% in local currency, buoyed by automobile exports. Northern Europe and Spain continued their pattern of strong growth. Regional growth was strongest in the motor vehicles, computers, and communications equipment markets. For the nine months ending September 30, 1997, net sales increased 10% in local currencies but decreased slightly in U.S. dollars, by 1% over the comparable prior year period, primarily due to slow sales growth in the first quarter of 1997. For the quarter ending September 30, 1997, net sales in the Asia/Pacific region, accounting for 20% of the worldwide total, increased 16% in local currencies and 9% in U.S. dollars over the comparable prior year period. The moderation of growth in the region during the quarter was due to sustained weakness in the Japanese economy and some abatement of what was previously exceptional demand in the personal computer markets. Japan grew approximately 7% in local currency. The strongest growth occurred in the computer, communications equipment, and business/retail equipment markets. For the nine months ending September 30, 1997, net sales increased 18% in local currencies and 10% in U.S. dollars over the comparable prior year period. Gross income increased to 31.9% of net sales for the quarter ending September 30, 1997, from 29.0% in the comparable prior year quarter. The increase in gross margin was primarily due to the benefits of cost reduction programs and the benefits of the Company's restructuring actions being realized in the third quarter of 1997. Selling, general, and administrative expenses (S,G&A) for the quarter ending September 30, 1997 of 18.4% of net sales represents an increase from 17.3% in the comparable prior year quarter. The increase in S,G&A expenses is primarily related to additional investments in information systems and sales deployment. Net income for the third quarter of 1997 was $121.6 million ($0.55 per share), representing a 28% increase from the third quarter of 1996 net income of $94.8 million ($0.43 per share). Capital expenditures for the third quarter of 1997 were $101 million, representing a 30% decrease from the $145 million in the comparable prior year quarter. The Company continues to focus on improving existing asset utilization and productivity. Investment in research, development, and new product engineering remained level with the prior year and consistent with the Company's strategy of technological and product leadership. Capital expenditures for 1997 are expected to be in the $500 - $525 million range, down from the 1996 capital expenditures of $592 million. During the third quarter of 1997, the Company concluded all remaining operating shut-downs, that were part of the restructuring plans announced in December 1996. All product discontinuances and plant closures are now complete and the benefits of the Company's restructuring actions were largely reflected in the margin improvements posted in the third quarter of 1997. DIVIDEND ACTION - --------------- On October 22, 1997, the Board of Directors declared a regular quarterly dividend of 26 cents per share, payable Dec. 1, 1997 to shareholders of record Nov. 3, 1997. The total 1997 dividend of $1.04 per share is up from $1.00 in 1996 and 92 cents in 1995, and is the 44th consecutive annual increase. CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" - ------------------------------------------------------- Statements in this Report on Form 10-Q that are not strictly historical facts are "forward-looking" statements which should be considered as subject to the many uncertainties that exist in the company's operations and business environment. These uncertainties, which include economic and currency conditions, market demand and pricing, competitive and cost factors, and the like, are set forth in the AMP Report on Form 10-K for the year ended December, 31, 1996 filed with the Securities and Exchange Commission on March 27, 1997. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In the Company's Report on Form 10-Q for the period ended June 30, 1997, the Company disclosed the creation of a litigation reserve to cover a $17.7 million arbitration panel award against Connectware, Inc., a Delaware corporation and wholly owned subsidiary of the Company. The Company further reported that an appeal of the arbitration award had been filed. In August, 1997 the 193rd Judicial District Court, Dallas County, Texas entered judgment confirming the arbitration award and ordering post-arbitration award interest and post-judgment interest. Effective September 12, 1997 all parties to the matter executed a Compromise Settlement Agreement and Release settling the matter on terms agreeable to the parties. Further, on October 15, 1997, the Court of Appeals for the Fifth District of Texas at Dallas, upon joint motion of the parties, vacated the decision of the District Court and dismissed the cause with prejudice. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits -- 10.A Second Amendment to the AMP Incorporated 1993 Long-Term Equity Incentive Plan effective as of July 22, 1997. 10.B Fourth Amendment to the AMP Incorporated Deferred Compensation Plan for select management and highly compensated employees effective July 22, 1997. 10.C First Amendment to the AMP Incorporated Supplemental Executive Pension Plan effective July 22, 1997. 10.D First Amendment to the Supplemental Benefit Trust Agreement effective September 25, 1997. 10.E Second Amendment to the AMP Incorporated Stock Option Plan for Outside Directors effective July 22, 1997. 10.F Second Amendment to the Deferred Compensation Plan for Non-Employee Directors effective as of July 22, 1997. 10.G Second Amendment to the Deferred Stock Accumulation Plan for Outside Directors effective as of July 22, 1997. 10.H First Amendment to the Retirement Plan for Outside Directors effective as of July 22, 1997. 10.I First Amendment to the Split-Dollar Life Insurance Agreement in the form dated January 1995, Amendment effective as of September 25, 1997. 10.J Second Amendment to the Split-Dollar Life Insurance Agreement in the form dated October 1990, Amendment effective as of September 25, 1997. 10.K Fifth Amendment to the AMP Incorporated Pension Plan dated October 1, 1997. 10.L Third Amendment to the AMP Incorporated Pension Restoration Plan dated August 6, 1997. 27 Financial Data Schedule (B) Reports on Form 8-K -- A Current Report on Form 8-K was filed by the Company on July 8, 1997. In Item 5 of the Report on Form 8-K the Company disclosed action taken by Connectware, Inc., a wholly owned subsidiary of AMP Incorporated, to file an appeal with the Texas State Court seeking to reverse a July 1, 1997 adverse decision by the majority of an arbitration panel considering certain claims filed by Connectware and IMT, Inc., a corporation based in Texas. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 13, 1997 AMP INCORPORATED (Registrant) By: /s/ Robert Ripp ---------------------------------- R. Ripp Vice President and Chief Financial Officer By: /s/ William S. Urkiel ---------------------------------- William S. Urkiel Vice President, Finance EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------- (A) Exhibits -- 10.A Second Amendment to the AMP Incorporated 1993 Long-Term Equity Incentive Plan effective as of July 22, 1997. 10.B Fourth Amendment to the AMP Incorporated Deferred Compensation Plan for select management and highly compensated employees effective July 22, 1997. 10.C First Amendment to the AMP Incorporated Supplemental Executive Pension Plan effective July 22, 1997. 10.D First Amendment to the Supplemental Benefit Trust Agreement effective September 25, 1997. 10.E Second Amendment to the AMP Incorporated Stock Option Plan for Outside Directors effective July 22, 1997. 10.F Second Amendment to the Deferred Compensation Plan for Non-Employee Directors effective as of July 22, 1997. 10.G Second Amendment to the Deferred Stock Accumulation Plan for Outside Directors effective as of July 22, 1997. 10.H First Amendment to the Retirement Plan for Outside Directors effective as of July 22, 1997. 10.I First Amendment to the Split-Dollar Life Insurance Agreement in the form dated January 1995, Amendment effective as of September 25, 1997. 10.J Second Amendment to the Split-Dollar Life Insurance Agreement in the form dated October 1990, Amendment effective as of September 25, 1997. 10.K Fifth Amendment to the AMP Incorporated Pension Plan dated October 1, 1997. 10.L Third Amendment to the AMP Incorporated Pension Restoration Plan dated August 6, 1997. 27 Financial Data Schedule EX-10.A 2 2ND AMENDMENT - AMP LONG TERM EQUITY INCENTIVE PLAN Second Amendment to the AMP Incorporated 1993 Long Term Equity Incentive Plan (as Amended and Restated Effective January 1, 1995) Pursuant to an action taken by the Board of Directors of AMP Incorporated on July 22, 1997, the AMP Incorporated 1993 Long Term Equity Incentive Plan, as amended and restated in its entirety effective January 1, 1995 and amended in part effective as of October 23, 1996 by the First Amendment to the AMP Incorporated 1993 Long Term Equity Incentive Plan (the "1993 Plan"), is further amended effective as of July 22, 1997 in the following respects: 1. Section 12(a)(iii) of the 1993 Plan is amended to delete the term "50%" in subpart (A) thereof and to substitute the term "66 2/3%" in lieu thereof. 2. The first paragraph of Section 18(b) of the 1993 Plan is amended and restated as follows: "b) The Committee may, in its sole discretion, either at the time of an Award under the Plan or thereafter upon request of a Participant, authorize all or a portion of the Options granted or to be granted to a Participant to be on terms that permit the transfer of such Options by the Participant to (i) the spouse, children or grandchildren of Participant (the "Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members, (iii) a partnership in which such Immediate Family Members are the only partners, or (iv) such other persons or entities as the Committee, in its sole discretion, may permit. Such transfer of Options by a Participant shall only be permitted if 1) the Option Agreements covering the transferable Options are approved or amended by the Committee and expressly provide for transferability in a manner consistent with this Section 18, 2) subsequent transfers of transferred Options are prohibited except to the extent they occur by will or by the laws of descent and distribution, and 3) the Participant remains responsible for any Federal, state and/or local withholding tax requirements upon exercise of the transferred Options." Except as provided above, all terms, conditions and provisions of the 1993 Plan shall remain in full force and effect and without any further change or modification whatsoever. Executed this 25th day of September, 1997. AMP Incorporated Attest:___________________ By: _________________________ Corporate Secretary J. E. Marley Chairman EX-10.B 3 4TH AMENDMENT - DEFERRED COMPENSATION PLAN Fourth Amendment to the AMP Incorporated Deferred Compensation Plan Pursuant to an action taken by the Board of Directors of AMP Incorporated on July 22, 1997, the AMP Incorporated Deferred Compensation Plan, as first adopted effective January 1, 1995 and subsequently amended on three prior occasions (the "Plan"), is further amended effective as of July 22, 1997 in the following respect: 1. Section 2.6(a)(iii) of the Plan is amended to delete the term "50%" in subpart (A) thereof and to substitute the term "66 2/3%" in lieu thereof. Except as provided above, all terms, conditions and provisions of the Plan shall remain in full force and effect and without any further change or modification whatsoever. Executed this 25th day of September, 1997. AMP Incorporated Attest:___________________ By: _________________________ Corporate Secretary J. E. Marley Chairman EX-10.C 4 1ST AMENDMENT - SUPPLEMENTAL EXECUTIVE PENSION First Amendment to the AMP Incorporated Supplemental Executive Pension Plan Pursuant to an action taken by the Board of Directors of AMP Incorporated on July 22, 1997, the AMP Incorporated Supplemental Executive Pension Plan, as first adopted effective January 1, 1997, (the "Plan"), is amended effective as of July 22, 1997 in the following respect: 1. Section 9.3(c) of the Plan is amended to delete the term "50%" in subpart (A) thereof and to substitute the term "66 2/3%" in lieu thereof. Except as provided above, all terms, conditions and provisions of the Plan shall remain in full force and effect and without any further change or modification whatsoever. Executed this 25th day of September, 1997. AMP Incorporated Attest:___________________ By: _________________________ Corporate Secretary J. E. Marley Chairman EX-10.D 5 1ST AMENDMENT - SUPPLEMENTAL BENEFIT TRUST First Amendment Agreement AMP Incorporated Supplemental Benefit Trust Agreement This FIRST AMENDMENT AGREEMENT (the "Amendment") is made this 25th day of September, 1997 by and between AMP Incorporated, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania ("AMP"), and Dauphin Deposit Bank and Trust Company, a banking association organized and existing under the laws of the Commonwealth of Pennsylvania (the "Trustee"). WITNESSETH: WHEREAS, AMP and the Trustee entered into a Supplemental Benefit Trust Agreement on April 1, 1997 (the "Agreement") under which AMP established with the Trustee certain funded Trusts, Fee Trusts and Shortfall Trusts, as defined in the Agreement, to provide both a source of payment of benefits to be provided to designated participants under certain supplemental retirement and life insurance plans, deferred compensation plans and severance arrangements and a source of payment of fees incurred by either the Trustee in the administration of the Trusts or by said participants in enforcing their rights under the Agreement; WHEREAS, pursuant to Section 12.1 of the Agreement AMP may, from time to time, amend the provisions of the Agreement without the written consent of Trustee, provided that such amendments do not make the Agreement revocable or increase the duties of the Trustee, and Trustee has agreed pursuant to Section 12.2 to execute any amendment agreements that may be necessary to give effect to said amendments; and WHEREAS, AMP desires to amend the Agreement as hereinafter set forth, which amendments neither render the Agreement revocable nor increase the duties of the Trustee. NOW, THEREFORE, in consideration of the premises and the agreements and covenants contained herein, AMP and the Trustee, intending to be legally bound hereby, agree as follows: 1. Section 16.3(c) of the Agreement is amended to delete the term "50%" in subpart (A) thereof and to substitute the term "66 2/3%" in lieu thereof. It is expressly understood and agreed that, except as provided above, all terms, conditions and provisions contained in the Agreement shall remain in full force and effect and without any further change or modification whatsoever. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written. ATTEST:________________________ AMP Incorporated Corporate Secretary By: __________________________________ Title:__________________________________ Dauphin Deposit Bank and Trust ATTEST:_______________________ Company (as Trustee) Secretary By: __________________________________ Title:__________________________________ EX-10.E 6 2ND AMENDMENT - STOCK OPTION PLAN FOR OUTSIDE DIRECTORS Second Amendment to the AMP Incorporated Stock Option Plan for Outside Directors Pursuant to an action taken by the Board of Directors of AMP Incorporated on July 22, 1997, the AMP Incorporated Stock Option Plan for Outside Directors, as amended effective as of October 23, 1996 by the First Amendment to the AMP Incorporated Stock Option Plan for Outside Directors (the "Plan"), is further amended effective as of July 22, 1997 in the following respect: 1. Section 7(a)(iii) of the Plan is amended to delete the term "50%" in subpart (A) thereof and to substitute the term "66 2/3%" in lieu thereof. Except as provided above, all terms, conditions and provisions of the Plan shall remain in full force and effect and without any further change or modification whatsoever. Executed this 25th day of September, 1997. AMP Incorporated Attest:___________________ By: _________________________ Corporate Secretary J. E. Marley Chairman EX-10.F 7 2ND AMENDMENT - DEFERRED COMPENSATION - NON-EMPLOYEE Second Amendment to the AMP Incorporated Deferred Compensation Plan for Non-Employee Directors Pursuant to an action taken by the Board of Directors of AMP Incorporated on July 22, 1997, the AMP Incorporated Deferred Compensation Plan for Non-Employee Directors, as amended effective as of October 23, 1996 by the First Amendment to the AMP Incorporated Deferred Compensation Plan for Non-Employee Directors (the "Plan"), is further amended effective as of July 22, 1997 in the following respect: 1. Section 8(b)(iii) of the Plan is amended to delete the term "50%" in subpart (A) thereof and to substitute the term "66 2/3%" in lieu thereof. Except as provided above, all terms, conditions and provisions of the Plan shall remain in full force and effect and without any further change or modification whatsoever. Executed this 25th day of September, 1997. AMP Incorporated Attest:___________________ By: _________________________ Corporate Secretary J. E. Marley Chairman EX-10.G 8 2ND AMENDMENT - OUTSIDE DIRECTORS DEFERRED STOCK Second Amendment to the AMP Incorporated Deferred Stock Accumulation Plan for Outside Directors Pursuant to an action taken by the Board of Directors of AMP Incorporated on July 22, 1997, the AMP Incorporated Deferred Stock Accumulation Plan for Outside Directors, as amended effective as of October 23, 1996 by the First Amendment to the AMP Incorporated Deferred Stock Accumulation Plan for Outside Directors (the "Plan"), is further amended effective as of July 22, 1997 in the following respect: 1. Section 7(b)(iii) of the Plan is amended to delete the term "50%" in subpart (A) thereof and to substitute the term "66 2/3%" in lieu thereof. Except as provided above, all terms, conditions and provisions of the Plan shall remain in full force and effect and without any further change or modification whatsoever. Executed this 25th day of September, 1997. AMP Incorporated Attest:___________________ By: _________________________ Corporate Secretary J. E. Marley Chairman EX-10.H 9 1ST AMENDMENT - EXECUTIVE SPLIT-DOLLAR LIFE INSURANCE First Amendment to the AMP Incorporated Retirement Plan for Outside Directors (as Amended and Restated Effective as of October 23, 1996) Pursuant to an action taken by the Board of Directors of AMP Incorporated on July 22, 1997, the AMP Incorporated Retirement Plan for Outside Directors, as amended and restated in its entirety effective as of October 23, 1996 (the "Plan"), is amended effective as of July 22, 1997 in the following respect: 1. Section 4(b)(iii) of the Plan is amended to delete the term "50%" in subpart (A) thereof and to substitute the term "66 2/3%" in lieu thereof. Except as provided above, all terms, conditions and provisions of the Plan shall remain in full force and effect and without any further change or modification whatsoever. Executed this 25th day of September, 1997. AMP Incorporated Attest:___________________ By: _________________________ Corporate Secretary J. E. Marley Chairman EX-10.I 10 1ST AMENDMENT - EXECUTIVE SPLIT-DOLLAR LIFE INSURANCE First Amendment Agreement AMP Incorporated Split-Dollar Life Insurance This FIRST AMENDMENT AGREEMENT (the "Amendment") is made this 25th day of September, 1997 by and between AMP Incorporated, a Pennsylvania corporation having its principal place of business in Harrisburg, Pennsylvania (the "Corporation"), and ____________________ (the "Employee"). WITNESSETH: WHEREAS, the Corporation and the Employee entered into a Split-Dollar Life Insurance Agreement originally effective January 1, 1995 (the "Agreement") for the purpose of assisting the Employee with a personal life insurance program in recognition of the Employee's contributions to the business success of the Corporation and as an inducement to the Employee's continued employment; WHEREAS, Section 6.2 of the Agreement provides that the Agreement may be amended by express written agreement signed by both the Employee and a duly authorized representative of the Corporation; and WHEREAS, the Corporation desires, in agreement with the Employee, to amend the Agreement as hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the agreements and covenants contained herein, the Corporation and the Employee, intending to be legally bound hereby, agree as follows: 1. Section 5.4 is hereby deleted in its entirety and the following is substituted in its place: "5.4 Rights Upon a Change in Control. (a) Notwithstanding any other provision of this Agreement to the contrary, upon a "Change in Control," as hereinafter defined, this Agreement may not be terminated (except by mutual consent) by reason of the termination of the Employee's employment with the Corporation before the later of (i) the Policy anniversary date next following the Employee's 65th birthday, or (ii) the expiration of fifteen (15) Policy years from the date of the Policy, unless the Parties mutually consent to the continuation of this Agreement at that time. (b) For the purpose of this Agreement, a change of control of the Corporation ("Change of Control") shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (i) any Person (as defined below) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing 30% or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation's then outstanding securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or (iii) there is consummated a merger or consolidation of the Corporation with any other corporation or the issuance of voting securities of the Corporation in connection with a merger or consolidation of the Corporation (or any direct or indirect subsidiary of the Corporation) pursuant to applicable stock exchange requirements, other than (A) a merger or consolidation that would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 66 2/3% of the combined voting power of the voting securities of the Corporation, or such surviving entity or any parent thereof, outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing 30% or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation's then outstanding securities; or (iv) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation's assets to an entity, at least 70% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Corporation immediately prior to such sale. (c) Person. For the purpose of this Agreement, "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include: (i) the Corporation or any of its subsidiaries; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries; (iii) an underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation. It is expressly understood and agreed that, except as provided above, all terms, conditions and provisions contained in the Agreement shall remain in full force and effect and without any further change or modification whatsoever. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written. ______________________________ ________________________________ Witness for Employee Signature Employee Signature Attest:_________________________ AMP Incorporated Corporate Secretary By: ________________________________ Title: ________________________________ EX-10.J 11 2ND AMENDMENT - EXECUTIVE LIFE INSURANCE PLAN Second Amendment Agreement AMP Incorporated Split-Dollar Life Insurance This SECOND AMENDMENT AGREEMENT (the "Amendment") is made this 25th day of September, 1997 by and between AMP Incorporated, a Pennsylvania corporation having its principal place of business in Harrisburg, Pennsylvania (the "Corporation"), and ____________________ (the "Employee"). WITNESSETH: WHEREAS, the Corporation and the Employee entered into a Split-Dollar Life Insurance Agreement originally effective October 1, 1990 and amended by a First Amendment dated and effective March 1, 1995 (the "Agreement"), for the purpose of assisting the Employee with a personal life insurance program in recognition of the Employee's contributions to the business success of the Corporation and as an inducement to the Employee's continued employment; WHEREAS, Section 6.2 of the Agreement provides that the Agreement may be amended by express written agreement signed by both the Employee and a duly authorized representative of the Corporation; and WHEREAS, the Corporation desires, in agreement with the Employee, to amend the Agreement as hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the agreements and covenants contained herein, the Corporation and the Employee, intending to be legally bound hereby, agree as follows: 1. Section 5.4 is hereby deleted in its entirety and the following is substituted in its place: "5.4 Rights Upon a Change in Control. (a) Notwithstanding any other provision of this Agreement to the contrary, upon a "Change in Control," as hereinafter defined, this Agreement may not be terminated (except by mutual consent) by reason of the termination of the Employee's employment with the Corporation before the later of (i) the Policy anniversary date next following the Employee's 65th birthday, or (ii) the expiration of fifteen (15) Policy years from the date of the Policy, unless the Parties mutually consent to the continuation of this Agreement at that time. (b) For the purpose of this Agreement, a change of control of the Corporation ("Change of Control") shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (i) any Person (as defined below) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing 30% or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation's then outstanding securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or (iii) there is consummated a merger or consolidation of the Corporation with any other corporation or the issuance of voting securities of the Corporation in connection with a merger or consolidation of the Corporation (or any direct or indirect subsidiary of the Corporation) pursuant to applicable stock exchange requirements, other than (A) a merger or consolidation that would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 66 2/3% of the combined voting power of the voting securities of the Corporation, or such surviving entity or any parent thereof, outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing 30% or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation's then outstanding securities; or (iv) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation's assets to an entity, at least 70% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Corporation immediately prior to such sale. (c) Person. For the purpose of this Agreement, "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include: (i) the Corporation or any of its subsidiaries; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries; (iii) an underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation. It is expressly understood and agreed that, except as provided above, all terms, conditions and provisions contained in the Agreement shall remain in full force and effect and without any further change or modification whatsoever. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written. ______________________________ ________________________________ Witness for Employee Signature Employee Signature Attest:_________________________ AMP Incorporated Corporate Secretary By: ________________________________ Title: ________________________________ EX-10.K 12 PENSION PARACHUTE OF PENSION PLAN FIFTH AMENDMENT TO THE AMP INCORPORATED PENSION PLAN (as amended and restated in its entirety effective January 1, 1989, and incorporating further amendments through January 1, 1995) The AMP Incorporated Pension Plan is maintained pursuant to an amended and restated document that has a general effective date of January 1, 1989, which document incorporates further amendments made to the Plan that were effective through January 1, 1995 and has been further amended on four prior occasions. Said document is hereby further amended as hereinafter set forth. 1. Section 2.1 of the Plan is hereby amended, effective as of October 1, 1997, to provide as follows: 2.1 Each Employee who was a Participant in the Plan immediately before January 1, 1989 shall continue to be a Participant in the Plan on January 1, 1989. Each other Employee who completes the eligibility requirements specified in Section 2.2 on or after January 1, 1989 shall become a Participant on the first day of the month coincident with or next following the date on which he completed the eligibility requirements. In no event, however, shall an Employee become or continue as a Participant if he: (A) is a member of a collective bargaining unit covered under a collective bargaining agreement unless such agreement provides for coverage of such bargaining unit members in the Plan, or (B) is a director of the Company who is not otherwise an Employee, or (C) is deemed to be a leased employee for purposes of this Plan under Section 414(n) of the Code, or (D) is an Employee on or after January 1, 1995 of the Company's Aerospace and Government Systems West operation (i.e., an employee recorded and accounted for in the Company's records in company #50000), or (E) is an Employee on or after December 1, 1995, of the Company's operating unit or division established as a result of the November 30, 1995 merger into the Company of Kaptron, Inc. for the purpose of continuing the business operations of Kaptron, Inc., or (F) is an Employee on or after January 1, 1996 of a Company operating unit or division established as a result of the December 31, 1995 mergers into the Company of AMP Packaging Systems, Inc., Carroll Touch, Inc., and Precision Interconnect, Inc. for the purpose of continuing the business operations of such former wholly- owned subsidiaries of the Company, or (G) is an Employee on or after January 1, 1996, of a Company operating unit or division established as a result of the merger into the Company of QLP Laminates, Inc. for the purpose of continuing the business operations of such former wholly-owned subsidiary, or (H) is an Employee on or after July 1, 1996 of a Company operating unit or division established as a result of the June 30, 1996 merger into the Company of the AMP Circuits Company for the purpose of continuing the business operations of the former AMP-AKZO joint venture, or (I) is an Employee on or after November 1, 1996 of a Company operating unit or division established as a result of the October 31, 1996 and November 7, 1996 acquisitions by the Company of the assets of GCA Partners for the purpose of continuing the business operations of such partnership, or (J) is an Employee on or after October 1, 1997 of a Company operating unit or division established as a result of the September 30, 1997 merger into the Company of M/A-COM, Inc. for the purpose of continuing the business operations of such former wholly owned subsidiary. 2. Section 4.16 of the Plan is amended, effective July 22, 1997, by the deletion of final sentence thereof, which defines "change in control" for purposes of the Plan, and the substitution in its place of the following: For purposes hereof, a "change in control" shall be deemed to have occurred if the event set forth in anyone of the following paragraphs shall have occurred: i. any Person (as defined below) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act")), directly or indirectly, of securities of the Company (not included in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 30% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities; or ii. the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board of Directors: individuals who, on the effective date hereof, constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two- thirds (2/3) of the directors then still in office who either were directors on the effective date hereof or whose appointment, election or nomination for election was previously so approved; or iii. there is consummated a merger or consolidation of the Company with any other corporation or the issuance of voting securities of the Company in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (A) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 66-2/3% of the combined voting power of the voting securities of the Company, or such surviving entity or any parent thereof, outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 30% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities; or iv. the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 70% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale. For the purpose of this Section, "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include: (i) the Company or any of its subsidiaries; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company of any of its subsidiaries; (iii) an underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. EXECUTED at Harrisburg, Pennsylvania this _____ day of __________, 1997. AMP Incorporated By:______________________________ Its:_____________________________ And:_____________________________ Its:_____________________________ EX-10.L 13 AMENDMENT - PENSION RESTORATION PLAN THIRD AMENDMENT to the AMP INCORPORATED PENSION RESTORATION PLAN The AMP Incorporated Pension Restoration Plan (the "Plan"), as amended and restated in its entirety effective January 1, 1995, and thereafter amended on two occasions is hereby further amended effective as of April 23, 1997 to add new Sections 9.2 and 9.3, as follows: 9.2. Notwithstanding the foregoing, upon a Change of Control of AMP Incorporated, all rights of all then active Employees who have accrued a benefit under the Plan shall be fully vested. 9.3. For the purposes of this Section 9, a "Change of Control" of AMP Incorporated shall mean: (a) any Person (as defined below) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of securities of AMP Incorporated ("AMP"), not including in the securities beneficially owned by such Person any securities acquired directly from AMP or its affiliates, representing 30% or more of either the then outstanding shares of common stock of the Corporation or the combined voting power of the Corporation's then outstanding securities; or (b) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of AMP) whose appointment or election by the Board or nomination for election by AMP's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or (c) there is consummated a merger or consolidation of AMP with any other corporation or the issuance of voting securities of AMP in connection with a merger or consolidation of AMP (or any direct or indirect subsidiary of AMP) pursuant to applicable stock exchange requirements, other than (A) a merger or consolidation that would result in the voting securities of AMP outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% (effective on and after July 23, 1997, at least 66-2/3%) of the combined voting power of the voting securities of AMP, or such surviving entity or any parent thereof, outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of AMP (or similar transaction) in which no Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of AMP (not including in the securities beneficially owned by such Person any securities acquired directly from AMP or its affiliates, representing 30% or more of either the then outstanding shares of common stock of AMP or the combined voting power of AMP's then outstanding securities; or (d) the stockholders of AMP approve a plan of complete liquidation or dissolution of AMP or there is consummated an agreement for the sale or disposition by AMP of all or substantially all of AMP's assets, other than a sale or disposition by AMP of all or substantially all of AMP's assets to an entity, at least 70% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of AMP immediately prior to such sale. (e) For the purpose of this Section, "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include: (i) AMP or any of its subsidiaries; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of AMP or any of its subsidiaries; (iii) an underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) a corporation owned, directly or indirectly, by the stockholders of AMP in substantially the same proportions as their ownership of stock of AMP Executed this _____ day of August, 1997. AMP Incorporated By:______________________________ Title:___________________________ EX-27 14 FDS FOR 9-MOS 1997 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S 1997 THIRD QUARTER 10Q AND IS QUALIFIED BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1997 SEP-30-1997 292,549 52,539 1,086,844 0 870,136 2,570,150 4,687,131 2,745,344 4,808,011 1,453,985 0 81,595 0 0 2,816,362 4,808,011 4,293,472 4,293,472 2,980,964 2,980,964 0 0 25,160 489,223 158,997 330,226 0 0 15,450 345,676 1.57 1.57
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