-----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, Aw3PqRauufUT4W6/+raXjt/36S0dwpBmiDY5FYyTZWOuwpntrOjrIQ4yemESQlrD Ut4cu8NPM602OVtdOCOvEQ== 0000006164-99-000007.txt : 19990630 0000006164-99-000007.hdr.sgml : 19990630 ACCESSION NUMBER: 0000006164-99-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 11-K SEC ACT: SEC FILE NUMBER: 001-04235 FILM NUMBER: 99654985 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 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. For the fiscal year ended December 31, 1998. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 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 Division 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: Tyco International Ltd. The Gibbons Building 10 Queen Street, Suite 301 Hamilton HM11 Bermuda* * The executive offices of the issuer's principal United States subsidiary, Tyco International (US) Inc., are located at One Tyco Park, Exeter, New Hampshire 03833-1108. The telephone number there is (603) 778-9700. Includes an Exhibit Index REQUIRED INFORMATION The MERIT Plan of Benefits (the "Plan") of the M/A-COM Division 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, 1998 and December 31, 1997, and audited statements of changes in net assets available for benefits for the fiscal year ended December 31, 1998. The Plan financial statements have been examined by Arthur Andersen LLP. A currently dated and manually signed written consent of Arthur Andersen LLP with respect to the Plan financial statements that relate to the fiscal years ended December 31, 1998 and December 31, 1997, 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. This written consent of Arthur Andersen LLP is provided as Exhibit 2 to this annual report. 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 Benefits Committee (Plan Administrator) /s/ Russell Tremblay Date: June 29, 1999 By:_______________________________ Russell Tremblay Chairman Benefits Committee EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 1 Audited financial statements for MERIT Plan of Benefits 2 Consent of Independent Public Accountants EX-1 2 FINANCIAL STATEMENTS AND AUDITOR'S REPORT EXHIBIT 1 AUDITED FINANCIAL STATEMENTS FOR MERIT PLAN OF BENEFITS M/A-COM a Division of AMP Incorporated MERIT Plan of Benefits Financial Statements As of December 31, 1998 and 1997 Together with Auditors' Report M/A-COM a Division of AMP Incorporated MERIT Plan of Benefits Index to Financial Statements and Supplemental Schedules =============================================================================== Report of Independent Public Accountants Financial Statements: Statement of Net Assets Available for Plan Benefits: December 31, 1998 December 31, 1997 Statement of Changes in Net Assets Available for Plan Benefits: Year Ended December 31, 1998 Year Ended December 31, 1997 Notes to Financial Statements Supplemental Schedules: Schedule I - Item 27(a) - Assets Held for Investment Purposes as of December 31, 1998 Schedule II - Item 27(d) - Reportable Transactions for the Year Ended December 31, 1998 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Participants and Administrator of the M/A-COM a Division of AMP Incorporated MERIT Plan of Benefits: We have audited the accompanying statements of net assets available for plan benefits of the M/A-COM a Division of AMP Incorporated MERIT Plan of Benefits as of December 31, 1998 and 1997, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain a 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 audits provide 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 a Division of AMP Incorporated MERIT Plan of Benefits as of December 31, 1998 and 1997, and the changes in its net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary 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 the changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits 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. Philadelphia, Pa., April 30, 1999
M/A-COM a Division of AMP Incorporated MERIT Plan of Benefits Statement of Net Assets Available for Plan Benefits December 31, 1998 Vanguard Money Market Vanguard Vanguard Vanguard Reserves - Vanguard/ Index International Bond Vanguard Prime Wellington Trust - Growth Index U.S. Growth ASSETS Portfolio Fund 500 Portfolio Portfolio Fund Portfolio Shares of registered investment companies, fair value $ __________ $ __________ $ __________ $ _________ $ _________ $__________ Company Stock Fund, fair value -- -- -- -- -- -- Participant loans receivable, fair value -- -- -- -- -- -- Other receivables: Employees' contributions _______ _______ ______ ______ ______ ______ Employer's contribution -- -- -- -- -- -- Loan and interest payments ______ ______ ______ ______ _____ ______ ------------ ------------ ------------ ----------- ----------- ----------- Net Assets Available for Benefits (see Note 7) $ __________ $ __________ $ __________ $ _________ $ _________ $__________ ============ ============ ============ =========== =========== =========== Statement of Net Assets Available for Plan Benefits December 31, 1998 - CONTINUED Vanguard Vanguard Asset Vanguard Extended Allocation Vanguard/ Explorer Market Vanguard ASSETS Fund Windsor II Fund Index Fund Primecap Shares of registered investment companies, fair value $ _________ $ _________ $ _________ $ _________ $ _________ Company Stock Fund, fair value -- -- -- -- -- Participant loans receivable, fair value -- -- -- -- -- Other receivables: Employees' contributions ______ ______ ______ ______ ______ Employer's contribution -- -- -- -- -- Loan and interest payments _____ ______ _____ ______ _____ ------------ ----------- ----------- ----------- ----------- Net Assets Available for Benefits (see Note 7) $ _________ $ _________ $ _________ $ _________ $ _________ ============ =========== =========== =========== =========== Participant Company Loans Stock Fund Receivable Total Shares of registered investment companies, fair value $___________ $__________ $___________ Company Stock Fund, fair value -- -- -- Participant loans receivable, fair value -- -- -- Other receivables: Employees' contributions ___________ __________ ___________ Employer's contribution -- -- -- Loan and interest payments ___________ __________ ___________ ----------- ----------- ----------- Net Assets Available for Benefits (see Note 7) $___________ $__________ $___________ ============ =========== ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
M/A-COM a Division of AMP Incorporated MERIT Plan of Benefits Statement of Net Assets Available for Plan Benefits December 31, 1997 Vanguard Money Market Vanguard Vanguard Vanguard Reserves - Vanguard/ Index International Bond Vanguard Prime Wellington Trust - Growth Index U.S. Growth ASSETS Portfolio Fund 500 Portfolio Portfolio Fund Portfolio Shares of registered investment companies, fair value $ 31,777,319 $ 30,868,353 $ 29,200,320 $ 8,324,673 $ 5,950,200 $17,370,313 Company Stock Fund, fair value -- -- -- -- -- -- Participant loans receivable, fair value -- -- -- -- -- -- Other receivables: Employees' contributions 149,820 114,688 124,377 46,354 26,565 79,269 Employer's contribution -- -- -- -- -- -- Loan and interest payments 94,845 56,867 49,251 21,661 11,361 32,569 ------------ ------------ ------------ ----------- ----------- ----------- Net Assets Available for Benefits $ 32,021,984 $ 31,039,908 $ 29,373,948 $ 8,392,688 $ 5,988,126 $17,482,151 ============ ============ ============ =========== =========== =========== Statement of Net Assets Available for Plan Benefits December 31, 1997 - CONTINUED Vanguard Asset Vanguard Participant Allocation Vanguard/ Explorer Company Loans ASSETS Fund Windsor II Fund Stock Fund Receivable Total Shares of registered investment companies, fair value $ 5,709,827 $ 9,970,748 $ 2,689,371 $ -- $ -- $141,861,124 Company Stock Fund, fair value -- -- -- 19,658,839 -- 19,658,839 Participant loans receivable, fair value -- -- -- -- 6,554,860 6,554,860 Other receivables: Employees' contributions 27,707 60,438 19,157 9,547 -- 657,922 Employer's contribution -- -- -- 448,023 -- 448,023 Loan and interest payments 7,764 19,918 5,624 3,176 -- 303,036 ------------ ----------- ----------- ----------- ----------- ------------ Net Assets Available for Benefits $ 5,745,298 $10,051,104 $ 2,714,152 $20,119,585 $ 6,554,860 $169,483,804 ============ =========== =========== =========== =========== ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
M/A-COM a Division of AMP Incorporated MERIT Plan of Benefits Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1998 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 Portfolio Additions: Interest and dividends $ 1,742,938 $ 3,445,538 $ 584,677 $ 176,761 $ 455,812 $ 1,566,179 Net appreciation of investments -- 109,053 7,975,019 1,234,417 115,228 5,356,195 ------------ ------------ ----------- ---------- ---------- ----------- 1,742,938 3,554,591 8,559,696 1,411,178 561,040 6,922,374 ------------ ------------ ----------- ---------- ---------- ----------- Contributions: Employer -- -- -- -- -- -- Employee (see Note 3) 1,672,659 1,437,882 1,903,272 562,256 370,007 1,228,467 ------------ ------------ ----------- ---------- ---------- ----------- 1,672,659 1,437,882 1,903,272 562,256 370,007 1,228,467 ------------ ------------ ----------- ---------- ---------- ----------- Total additions 3,415,597 4,992,473 10,462,968 1,973,434 931,047 8,150,841 ------------ ------------ ----------- ---------- ---------- ----------- Deductions: Benefit payments to beneficiaries and participants 4,669,298 3,411,631 2,132,758 623,835 1,959,108 1,411,351 Administrative expenses 15,901 8,708 5,727 1,959 1,039 3,828 ------------ ------------ ----------- ---------- ---------- ----------- Total deductions 4,685,199 3,420,339 2,138,485 625,794 1,960,147 1,415,179 ------------ ------------ ----------- ---------- ---------- ----------- Net increase (decrease) (1,269,602) 1,572,134 8,324,483 1,347,640 (1,029,100) 6,735,662 Net interfund transfers 2,985,512 (2,356,813) 1,127,094 (842,769) 2,001,049 716,661 Net assets transfered to AMP Employee Savings & Thrift Plan (33,737,894) (30,255,229) (38,825,525) (8,897,559) (6,960,075) (24,934,474) Net assets available for benefits: Beginning of year 32,021,984 31,039,908 29,373,948 8,392,688 5,988,126 17,482,151 ------------ ------------ ----------- ---------- ---------- ----------- End of year (see Note 7) $ -- $ -- $ -- $ -- $ -- $ -- ============ ============ =========== ========== ========== =========== Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1998 - CONTINUED Vanguard Vanguard Asset Vanguard Extended Allocation Vanguard/ Explorer Market Vanguard Fund Windsor II Fund Index Fund Primecap Additions: Interest and dividends $ 483,464 $ 1,147,692 $ 16,294 $ 2,251 $ 11,569 Net appreciation of investments 812,793 507,241 60,117 2,919 27,687 ---------- ------------ ----------- ---------- ---------- 1,296,257 1,654,933 76,411 5,170 39,256 ---------- ------------ ----------- ---------- ---------- Contributions: Employer -- -- -- -- -- Employee (see Note 3) 490,533 983,523 261,223 3,639 27,579 ---------- ------------ ----------- ---------- ---------- 490,533 983,523 261,223 3,639 27,579 ---------- ------------ ----------- ---------- ---------- Total additions 1,786,790 2,638,456 337,634 8,809 66,835 ---------- ------------ ----------- ---------- ---------- Deductions: Benefit payments to beneficiaries and participants 701,078 1,006,078 117,757 79 5,942 Administrative expenses 1,764 3,154 1,042 584 55 ---------- ------------ ----------- ---------- ---------- Total deductions 702,842 1,009,232 118,799 663 5,997 ---------- ------------ ----------- ---------- ---------- Net increase (decrease) 1,083,948 1,629,224 218,835 8,146 60,838 Net interfund transfers (426,090) (445,433) (1,116,389) 23,671 380,969 Net assets transferred to AMP Employee Savings and Thrift Plan (6,403,156) (11,234,895) (1,816,598) (31,817) (441,807) Net assets available for benefits: Beginning of year 5,745,298 10,051,104 2,714,152 -- -- ---------- ------------ ----------- ---------- ---------- End of year (see Note 7) $ -- $ -- $ -- $ -- $ -- ========== ============ =========== ========== ========== Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1998 - CONTINUED Company Participant Stock Loans Fund Receivable Total Additions: Interest and dividends $ 489,044 $ 585,885 $ 10,698,104 Net appreciation of investments 5,607,156 -- 21,807,825 ----------- ---------- ------------- 6,096,200 585,885 32,505,929 ----------- ---------- ------------- Contributions: Employer 4,696,551 -- 4,696,551 Employee (see Note 3) 133,243 -- 9,074,283 ----------- ---------- ------------- 4,829,794 -- 13,770,834 ----------- ---------- ------------- Total additions 10,925,994 585,885 46,276,763 ----------- ---------- ------------- Deductions: Benefit payments to beneficiaries and participants 1,077,666 405,160 17,521,741 Administrative expenses 8,307 -- 52,068 ----------- ---------- ------------- Total deductions 1,085,973 405,160 17,573,809 ----------- ---------- ------------- Net increase (decrease) 9,840,021 180,725 28,702,954 Net interfund transfers (2,013,559) (33,903) -- Net assets transferred to AMP Employee Savings and Thrift Plan (27,946,047) (6,701,682) (198,186,758) Net assets available for benefits: Beginning of year 20,119,585 6,554,860 169,483,804 ----------- ---------- ------------- End of year (see Note 7) $ -- $ -- $ -- =========== ========== ============= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
M/A-COM a Division of AMP Incorporated MERIT Plan of Benefits Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1997 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 Portfolio Additions: Interest and dividends $ 1,748,847 $ 2,629,189 $ 596,831 $ 352,579 $ 351,905 $ 677,880 Net appreciation of investments -- 3,114,781 6,253,904 8,236 139,338 2,788,906 ------------ ------------ ----------- ---------- ---------- ----------- 1,748,847 5,743,970 6,850,735 360,815 491,243 3,466,786 ------------ ------------ ----------- ---------- ---------- ----------- Contributions: Employer -- -- -- -- -- -- Employee (see Note 3) 1,773,453 1,359,832 1,508,331 623,608 321,855 997,551 ------------ ------------ ----------- ---------- ---------- ----------- 1,773,453 1,359,832 1,508,331 623,608 321,855 997,551 ------------ ------------ ----------- ---------- ---------- ----------- Total additions 3,522,300 7,103,802 8,359,066 984,423 813,098 4,464,337 ------------ ------------ ----------- ---------- ---------- ----------- Deductions: Benefit payments to beneficiaries and participants 3,048,012 1,705,757 1,182,145 320,116 348,003 784,374 Administrative expenses 16,513 8,631 4,938 2,248 1,165 3,443 ------------ ------------ ----------- ---------- ---------- ----------- Total deductions 3,064,525 1,714,388 1,187,083 322,364 349,168 787,817 ------------ ------------ ----------- ---------- ---------- ----------- Net increase 457,775 5,389,414 7,171,983 662,059 463,930 3,676,520 Net interfund transfers (2,122,932) 1,002,041 2,541,877 (453,393) 69,614 1,005,418 Net assets available for benefits: Beginning of year 33,687,141 24,648,453 19,660,088 8,184,022 5,454,582 12,800,213 ------------ ------------ ----------- ---------- ---------- ----------- End of year $ 32,021,984 $ 31,039,908 $29,373,948 $8,392,688 $5,988,126 $17,482,151 ============ ============ =========== ========== ========== =========== Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1997 - CONTINUED Vanguard Asset Vanguard Company Participant Allocation Vanguard/ Explorer Stock Loans Fund Windsor II Fund Fund Receivable Total Additions: Interest and dividends $ 412,963 $ 900,748 $ 270,863 $ 424,349 $ 570,390 $ 8,936,544 Net appreciation of investments 480,978 1,226,718 59,587 2,164,704 -- 16,237,152 ---------- ----------- ---------- ----------- ---------- ------------ 893,941 2,127,466 330,450 2,589,053 570,390 25,173,696 ---------- ----------- ---------- ----------- ---------- ------------ Contributions: Employer -- -- -- 4,403,811 -- 4,403,811 Employee (see Note 3) 312,811 730,120 290,021 4,117,045 -- 12,034,627 ---------- ----------- ---------- ----------- ---------- ------------ 312,811 730,120 290,021 8,520,856 -- 16,438,438 ---------- ----------- ---------- ----------- ---------- ------------ Total additions 1,206,752 2,857,586 620,471 11,109,909 570,390 41,612,134 ---------- ----------- ---------- ----------- ---------- ------------ Deductions: Benefit payments to beneficiaries and participants 164,263 338,362 67,568 894,374 362,654 9,215,628 Administrative expenses 1,277 2,265 1,210 9,193 -- 50,883 ---------- ----------- ---------- ----------- ---------- ------------ Total deductions 165,540 340,627 68,778 903,567 362,654 9,266,511 ---------- ----------- ---------- ----------- ---------- ------------ Net increase 1,041,212 2,516,959 551,693 10,206,342 207,736 32,345,623 Net interfund transfers 1,923,475 2,245,447 (226,738) (6,087,219) 102,410 -- Net assets available for benefits: Beginning of year 2,780,611 5,288,698 2,389,197 16,000,462 6,244,714 137,138,181 ---------- ----------- ---------- ----------- ---------- ------------ End of year $5,745,298 $10,051,104 $2,714,152 $20,119,585 $6,554,860 $169,483,804 ========== =========== ========== =========== ========== ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
M/A-COM a Division of AMP Incorporated MERIT Plan of Benefits Notes to Financial Statements December 31, 1998 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. effective October 1, 1990 and most recently amended and restated effective generally as of January 1, 1999 (see Note 7). Refer to the Plan document for more information. Effective October 1, 1997, M/A-COM, Inc. merged with and into AMP Incorporated (hereinafter referred to as the "Company"), pursuant to which merger AMP Incorporated became the employer and plan sponsor under the Plan. 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), as amended, and administered by a Benefits Committee (the Committee) appointed by the Chief Executive Officer of M/A-COM a Division of the Company. The Plan is designed to qualify as a profit-sharing plan for purposes of Section 401(a) 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 M/A-COM a Division of the Company who meet certain requirements as to length of service. As described in Note 7, the Plan merged with and into the AMP Incorporated Employee Savings & Thrift Plan effective December 31, 1998. As described in Note 8, on April 2, 1999, AMP Incorporated merged with Tyco International, Ltd. 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. Investments ----------- Participants may select from eleven Vanguard investment options as well as the Company Stock Fund. 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), Vanguard Asset Allocation Fund (balanced fund), Vanguard Extended Market Index Fund (growth fund), and Vanguard Primecap Fund (growth 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 Company Stock Fund allows Company matching contributions to be made in the form of AMP common stock as well as including the Company Stock Fund as an investment option for participant contributions. 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. The fair value of participant loans receivable is unpaid principal balances plus accrued interest at the Plan year-end, as reported by the Trustee. Purchases and sales of securities are recorded on the trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) of investments include realized and unrealized gains and losses on investment transactions. Accounting Estimates -------------------- The preparation of 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. Actual results could differ from these estimates. 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 ------------------- Refer to the Plan document for the various methods of benefit payments. Benefits are recorded when paid. 3. CONTRIBUTION POLICY: 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 414 of the Code, may contribute between 2% and 20% of their annual before-tax compensation to the Plan subject to Internal Revenue Service (IRS) limitations. Highly compensated participants, as defined in Section 414 of the Code, may contribute between 2% and 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 six months 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. Prior to 1997, participants were assigned the applicable matching percentage on the first day of the calendar year following their attainment of the appropriate number of years of service. Effective July 1, 1997, the M/A-COM Benefits Committee voted to amend the Plan to change the assignment of the increased match to the first day of the calendar quarter following the participant's attainment of the appropriate number of years of service. 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. Employee contributions for 1997 included $4,028,086 of rollover contributions from the M/A-COM Inc. Employee Stock Ownership Plan. This plan was terminated December 31, 1996. 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. Prior to 1997, a year of service was defined by the Plan document as a year in which the participant worked 1,000 hours or more. Effective July 1, 1997, the M/A-COM Benefits Committee voted to amend the Plan to define a year of service using the "Elapsed Time Method," where a year is determined by the actual period of time worked. 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, 1998 and December 31, 1997 were $0 and $66,600, respectively. The Company used $96,200 and $90,200 to reduce matching contributions for the year ended December 31, 1998 and December 31, 1997, 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 (see Notes 7 and 8). 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, 1998 and December 31, 1997, were $0 and $6,554,860, respectively. Interest rates ranged from 7.0% to 10.0% for loans outstanding at December 31, 1997. 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 receiving 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, 1998 and 1997.
December 31, December 31, 1998 1997 ------------ ------------ Vanguard Fiduciary Trust Company: Vanguard Money Market Reserves - Prime Portfolio $ -- $31,777,319 Vanguard/Wellington Fund -- 30,868,353 Vanguard Index Trust - 500 Portfolio -- 29,200,320 Vanguard International Growth Portfolio -- 8,324,673 Vanguard U.S. Growth Portfolio -- 17,370,313 Company Stock Fund -- 19,658,839 Vanguard/Windsor II Fund -- 9,970,748 7. PLAN MERGER: On January 1, 1999 the Plan was merged with and into the AMP Incorporated Employee Savings and Thrift Plan (the AMP Plan). As of such date all assets and related participant interests of the Plan without any further action became assets and participant interests of the AMP Plan. Furthermore, as of January 1, 1999, participants in the Plan became participants in the AMP Plan, with all benefits, rights and features thereafter determined under the AMP Plan. Notwithstanding the foregoing, the effectiveness of such merger of the Plan into the AMP Plan shall be subject to and conditioned upon (i) the expiration without disapproval of the applicable period, if any, after any required prior notice of such merger is given to the Internal Revenue Service, and (ii) favorable determination by the Internal Revenue Service of the continuing qualification of the Plan and the AMP Plan in connection with the merger. The transfer of assets from the Plan to the AMP Plan took place effective December 31, 1998. 8. SUBSEQUENT EVENTS: On April 2, 1999, AMP Incorporated merged with a direct subsidary of Tyco International, Ltd. ("Tyco"). In connection with the merger, shares of the Company's common stock were exchanged for .7507 shares of Tyco's common stock. Additionally, due to the merger with Tyco and in conjunction with the Company's Profit Improvement Plan, the Company has experienced a planned workforce reduction throughout 1999. Terminated participating employees will immediately vest in their Company matching contributions and become inactive participants with the traditional options available to them for exiting the AMP Plan. Although the AMP Plan is expected to experience an overall decrease in Net Assets due to the planned workforce reduction, individual account balances of the remaining AMP Plan participants will not be affected by the terminated inactive participants' withdrawal from the AMP Plan. M/A-COM a Division of AMP Incorporated Schedule I MERIT Plan of Benefits EIN: 23-0332575 Item 27(a) - Assets Held for Investment Purposes PIN: 010 As of December 31, 1998
Shares/Units Current of Participation Cost Value NONE (see Note 7) $ -- $ --
M/A-COM a Division of AMP Incorporated MERIT Plan of Benefits Schedule II Item 27(d) - Reportable Transactions EIN: 23-0332575 For the Year Ended December 31, 1998 PIN: 010 Current Value of Historical Asset on Historical Identity of Party Description No. of Purchase No. of Selling Cost of Transaction Gain (Loss) Involved of Asset Purchases Price Sales Price Asset Date The Vanguard Group Vanguard 500 Index Fund 215 $10,932,294 221 $48,093,421 $27,942,085 $48,093,421 $20,151,336 The Vanguard Group Vanguard Asset Alloc. Fund 135 3,810,314 128 10,318,519 8,879,290 10,318,519 1,439,229 The Vanguard Group Vanguard Int'l Growth Fund 158 8,056,723 200 17,615,854 15,012,660 17,615,854 2,603,194 The Vanguard Group Vanguard Prime Money Mk. 248 30,496,222 243 62,273,373 62,273,373 62,273,373 -- The Vanguard Group Vanguard Ttl Bond Mkt Idx 163 4,415,743 169 10,481,213 10,172,093 10,481,213 309,119 The Vanguard Group Vanguard U.S. Growth 195 10,784,649 212 33,444,208 22,417,204 33,444,208 11,027,004 The Vanguard Group Vanguard Wellington Fund 169 7,059,868 219 38,037,494 30,358,707 38,037,494 7,678,787 The Vanguard Group Vanguard Windsor II Fund 181 5,586,078 185 16,064,152 13,854,042 16,064,152 2,210,110 N/A Company Stock Fund 170 15,892,105 238 41,157,996 32,287,396 41,157,996 8,870,600
EX-2 3 AUDITORS CONSENT EXHIBIT 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into Tyco International Ltd.'s previously filed Registration Statement File No. 333-75713. /s/ Arthur Andersen LLP Philadelphia, PA June 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----