-----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, KtPGebTOLa6E7pXFC503Cm2qBHoC3wXEk0iGkrYKrtXbNP/kRElltuwLcee6r7iY gneQ+Vh3mmQbM9B3Sh/YoA== 0000919916-96-000002.txt : 19960401 0000919916-96-000002.hdr.sgml : 19960401 ACCESSION NUMBER: 0000919916-96-000002 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960326 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMP INC CENTRAL INDEX KEY: 0000006164 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 230332575 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02045 FILM NUMBER: 96541139 BUSINESS ADDRESS: STREET 1: P O 3608 CITY: HARRISBURGH STATE: PA ZIP: 17105 BUSINESS PHONE: 7175640100 MAIL ADDRESS: STREET 1: PO BOX 3608 M S 176 41 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: AMP INC & PAMCOR INC DATE OF NAME CHANGE: 19890410 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN METAL PRODUCTS CO DATE OF NAME CHANGE: 19661211 S-3 1 As filed with the Securities and Exchange Commission on March 26, 1996 Registration No.33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMP INCORPORATED (Exact name of registrant as specified in charter) Pennsylvania (State or other jurisdiction of incorporation or organization) 470 Friendship Road Harrisburg, Pennsylvania 17111 (717) 564-0100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 23-033-2575 (I.R.S. Employer Identification No.) David F. Henschel AMP Incorporated 470 Friendship Road Harrisburg, Pennsylvania 17111 (717) 564-0100 (Name, address, including zip code, and telephone number, including area code, of agent for service.) Copies to: David W. Schoenberg, Esq. Joseph L. Johnson III, Esq. Altheimer & Gray Goodwin, Procter & Hoar 10 South Wacker Drive, Suite 4000 Exchange Place Chicago, Illinois 60606 Boston, Massachusetts 02109 (312) 715-4000 (617) 570-1000 Approximate date of commencement of proposed sale to the public: The later of May 15, 1996 or as soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: CALCULATION OF REGISTRATION FEE
Title of Each Amount to be Proposed Proposed Amount Class of Registered Maximum Maximum of Securities to Offering Aggregate Registration be Registered Price Per Offering Fee Per Unit(1) Unit (1) Price (1) Common Stock, no par value 729,463 $43.0625 $31,412,500.43 $10,831.90
(1) Estimated in accordance with Rule 457 of Regulation C under the Securities Act of 1933, as amended, solely for the purpose of determining the registration fee. The above calculation is based on the average of the high and low prices of the Common Stock reported by the NYSE on March 22, 1996. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine. SUBJECT TO COMPLETION, DATED MARCH 26, 1996 PROSPECTUS , 1996 729,463 Shares AMP Incorporated Common Stock Of the 729,463 shares of common stock, no par value ("Common Stock"), of AMP Incorporated, a Pennsylvania corporation (the "Company"), offered hereby, 312,714 shares are being offered by Robert M. Bretholtz ("RMB"), 212,318 shares are being offered by Harold N. Cotton ("HNC"), 26,005 shares are being offered by Ronnie Bretholtz, as Custodian for Jared S. Bretholtz ("RB"), 26,005 shares are being offered by the Joshua B. Bretholtz Grantor Trust ("JBBGT"), 50,807 shares are being offered by the Nancy E. Cotton Trust ("NECT"), 50,807 shares are being offered by the Betsy Cotton Trust ("BCT") and 50,807 shares are being offered by the Lauren Cotton Trust (together with RMB, HNC, RB, JBBGT, NECT and BCT, the "Selling Shareholders"). See "Selling Shareholders" and "Plan of Distribution." The Common Stock to be sold by the Selling Shareholders was issued in connection with the acquisition by a wholly-owned subsidiary of the Company of Madison Cable Corporation, Madison Cable Limited and the net assets of Airport Realty Company and Jared Associates (the "Acquisition"). The Company has agreed with the Selling Shareholders to register the 1,458,933 shares Common Stock issued to date in the Acquisition, which shares include the 729,463 shares of Common Stock offered hereby. The Company has also agreed to pay certain fees and expenses incident to such registration. It is estimated that the fees and expenses payable by the Company in connection with the registration of the Common Stock will be approximately $30,000.00. The Company intends to keep the registration statement, of which this Prospectus is a part, effective until no later than June 13, 1996. See "Selling Shareholders" and "Plan of Distribution." The Company's Common Stock is listed on the New York Stock Exchange (the "NYSE"), the Boston Stock Exchange, the Cincinnati Stock Exchange, the Midwest Stock Exchange, Inc., the Pacific Stock Exchange, Incorporated and the Philadelphia Stock Exchange, Inc. and options with respect to the Common Stock are listed on the Chicago Stock Exchange, Inc., all under the symbol AMP. On March 22, 1996, the last reported sale price of the Company's Common Stock on the NYSE Composite Tape was $43.25 per share. The Selling Shareholders directly, through agents designated from time to time, or through dealers or underwriters also to be designated, may sell the shares of Common Stock being offered hereby from time to time on the NYSE, any other securities exchange on which the Common Stock is listed or the over the counter market, at prices and on terms then prevailing thereon, or in negotiated transactions or otherwise. To the extent required, the specific number of shares to be sold, the names of the Selling Shareholder(s), the respective purchase prices and public offering prices, the names of any agents, dealers or underwriters, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying Prospectus Supplement or in an amendment to the registration statement of which this Prospectus is a part, as appropriate. See "Plan of Distribution." Each of the Selling Shareholders reserves the sole right to accept and, together with its agents from time to time, to reject in whole or in part any proposed purchase of shares of Common Stock to be made directly or through agents. The Selling Shareholders and any broker-dealers, agents or underwriters that participate with the Selling Shareholders in the distribution of the shares of Common Stock may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and any commissions received by them and any profit on the resale of shares of Common Stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. See "Plan of Distribution" herein for indemnification arrangements among the Company and the Selling Shareholders. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is , 1996 No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with the offering other than those contained in this Prospectus, and if given or made, such information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or solicitation of an offer to buy by anyone in any jurisdiction in which such offer to sell or solicitation is not authorized, or in which the person making such offer is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to the date hereof. DOCUMENTS INCORPORATED BY REFERENCE The following documents have been filed with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are incorporated herein by reference: (1) the Annual Report on Form 10-K of the Company for the year ended December 31, 1995; (2) the Quarterly Report on Form 10-Q of the Company for the three month period ended March 31, 1995; (3) the Quarterly Report on Form 10-Q of the Company for the three month period ended June 30, 1995; (4) the Quarterly Report on Form 10-Q of the Company for the three month period ended September 30, 1995; (5) the description of the Common Stock contained in the Company's Registration Statement on Form 8-B (File No. 1-4235) filed on April 10, 1989, and any amendment or report filed for the purpose of updating any such description; and (6) the description of the rights under the Rights Agreement between the Company and Chemical Bank, dated as of October 25, 1989 (the "Rights Agreement"), set forth in the Company's Registration Statement on Form 8-A (File No. 1-4235) filed on November 7, 1989, and any amendment or report filed for the purpose of updating any such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the shares of Common Stock shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus has been delivered, upon written or oral request, a copy of any or all of the documents referred to above which have been or may be incorporated by reference herein, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference therein). Requests for such copies should be directed to AMP Incorporated, P.O. Box 3608, Mail Stop 176-48, Harrisburg, Pennsylvania 17105, Attention: David F. Henschel, Corporate Secretary, telephone number (717) 780-4205. THE COMPANY AMP is the world leader in electrical and electronic connection devices and a producer of an expanding number of connector intensive assemblies and total interconnection systems. AMP supplies over 100,000 types and sizes of terminals, splices, connectors, cable and panel assemblies, electro-optic devices, printed circuit board assemblies, sensors, wide and local area network products and systems, switches, touch screen data entry systems and related application tooling to more than 250,000 worldwide customer locations, including original electrical and electronic equipment manufacturers and customers who install and maintain that equipment. The mailing address of AMP's principal executive offices is P.O. Box 3608, Harrisburg, Pennsylvania 17105, and its telephone number is (717) 564-0100. DESCRIPTION OF CAPITAL STOCK The class of securities to be registered is Common Stock, no par value. Capital Stock The following statements with respect to the Company's capital stock are subject to the detailed provisions of the Company's Restated Articles of Incorporation ("Articles of Incorporation"), By-laws, as amended (the By-laws"), and the Rights Agreement. These statements do not purport to be complete and are qualified in their entirety by reference to the terms of the Articles of Incorporation, the By-laws and the Rights Agreement, each of which are incorporated by reference into this Prospectus. The Company is authorized to issue 700,000,000 shares of its Common Stock. The Company has no other authorized classes of stock or securities. As of March 19, 1996, 219,313,134 shares of Common Stock were issued and outstanding (excluding 13,173,915 shares held in treasury). Common Stock Each share of Common Stock of the Registrant entitles the holder thereof to one vote on all matters submitted to a vote of the shareholders. In electing directors, shareholders are not entitled to cumulative voting. Holders of Common Stock do not have any preemptive rights or rights to subscribe to additional securities of the Company. There are no conversion rights, redemption provisions or sinking fund provisions applicable to the Common Stock nor is it subject to calls or assessments by the Company. Upon liquidation, the holders of the Common Stock are entitled to receive, pro rata, the net assets of the Company available for distribution to shareholders. Holders of Common Stock are entitled to share ratably in dividends when and as declared by the Board of Directors of the Company out of funds legally available therefor. Common Stock Purchase Rights In 1989, the Company adopted a Shareholder Rights Plan (the "Shareholder Rights Plan") and distributed to its shareholders, with respect to each outstanding share of Common Stock held, one right ("the Right") to purchase one share of Common Stock at a purchase price of $175, subject to adjustment. The purchase price was adjusted to $87.50 to reflect the Company's 2-for-1 stock split which was effected on March 2, 1995. The description and terms of the Rights are set forth in the Rights Agreement. The Rights will remain attached to the Common Stock and are not exercisable except under the limited circumstances set forth in the Shareholder Rights Plan and relating generally to the acquisition of, or tender for, 20% or more of the outstanding Common Stock. If such circumstances occur, the Rights will separate from the Common Stock and become exercisable. If, subsequently, a person actually acquires beneficial ownership of 20% or more of the Common Stock (an "Acquiring Person"), except pursuant to an offer for all outstanding shares of Common Stock which the independent directors of the Company determine, after receiving advice from one or more investment banking firms, to be fair to and otherwise in the best interests of the Company and its shareholders (a "Qualifying Offer"), each Right (except those held by such Acquiring Person) will become exercisable for such number of shares of Common Stock (or, in certain circumstances, a reasonable substitute therefor) having a market value equal to twice the exercise price of the Right. In addition, if, after such time as an acquiror of shares of Common Stock becomes an Acquiring Person, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than a merger which follows a Qualifying Offer and satisfies certain other requirements), (ii) the Company is acquired in a merger or other business combination transaction in which the Company is the surviving corporation but all or part of the Common Stock is changed into or exchanged for securities of the other person or other property, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each Right will become exercisable for such number of shares of common stock of the acquiror having a value equal to twice the exercise price of the Right. The Rights expire on November 6, 1999 unless earlier redeemed by the Company for $.005 per Right. The Company may redeem the Rights at any time until 10 business days after a person has become an Acquiring Person. Until the Rights separate from the Common Stock, each new share of Common Stock issued will have a Right attached. The Rights do not have voting or dividend rights and, until they become exercisable, have no dilutive effect on the earnings of the Company. SELLING SHAREHOLDERS The following table sets forth certain information with respect to the Selling Shareholders, including the number of shares of Common Stock beneficially owned by each Selling Shareholder as of the date of this Prospectus, the percentage of shares of voting stock outstanding held by each and the number of shares of Common Stock offered hereby. There can be no assurance that all or any of the shares offered hereby will be sold. Selling Number of % of Shares Number of Number % of Shareholder Shares of of Common Shares of of Shares Shares Common Stock Common of Common of Common Stock Outstanding Stock Stock Stock Beneficially Prior to Offered Beneficially Outstanding Held Prior the Offering Held After After to the the Offering the Offering Offering Robert M. 625,429 * 312,714 312,715 * Bretholtz (1) Harold N. Cotton(2) 424,637 * 212,318 212,319 * Ronnie Bretholtz, Custodian for Jared S. Bretholtz 52,011 * 26,005 26,006 * Joshua B. Bretholtz Grantor Trust 52,011 * 26,005 26,006 * Nancy E. Cotton Trust 101,615 * 50,807 50,808 * Betsy Cotton Trust 101,615 * 50,807 50,808 * Lauren Cotton Trust 101,615 * 50,807 50,808 * 1,458,933 * 729,463 729,470 *
* Represents less than one percent of the outstanding shares of Common Stock. (1) Excludes 52,011 shares held by the Joshua B. Bretholtz Grantor Trust, of which Mr. Bretholtz is the trustee. Mr. Bretholtz disclaims beneficial ownership of such shares. (2) Excludes 101,615, 101,615 and 101,615 shares held by the Nancy E. Cotton Trust, the Betsy Cotton Trust and the Lauren Cotton Trust, respectively, of which Mr. Cotton is the trustee of each. Mr. Cotton disclaims beneficial ownership of such shares. The Selling Shareholders acquired the shares of Common Stock offered hereby on February 28, 1996 from a wholly-owned subsidiary of the Company, pursuant to an Acquisition Agreement and Plan of Merger dated as of January 10, 1996 by and among the Company, MC Merger Corp., Madison Cable Corporation ("Madison Cable"), Madison Cable Limited ("Madison Limited"), Airport Realty Company ("Airport Realty"), Jared Associates ("Jared") and the Selling Shareholders (the "Acquisition Agreement"). Pursuant to the Acquisition Agreement, the subsidiary of Company acquired all of the issued and outstanding capital stock of Madison Cable and Madison Limited and all of the respective assets of Airport Realty and Jared. In connection with the Acquisition Agreement, the Company and the Selling Shareholders have entered into a Registration Rights Agreement pursuant to which the Company has agreed, among other things, to file up to three registration statements in connection with public offerings of shares of Common Stock, including the offering contemplated by this Prospectus, by the Selling Shareholders. PLAN OF DISTRIBUTION The Company will not receive any of the proceeds from this offering. The shares of Common Stock offered hereby may be sold from time to time in one or more transactions at a fixed offering price, which may be changed, or at varying prices determined at the time of sale or at negotiated prices. The Selling Shareholders may from time to time offer shares of Common Stock offered hereby to or through underwriters, dealers or agents, who may receive consideration in the form of discounts and commissions; such compensation, which may be in excess of ordinary brokerage commissions, may be paid by the Selling Shareholders and/or the purchasers of the shares of Common Stock offered hereby for whom such underwriters, dealers or agents may act. Any such dealers or agents that participate in the distribution of the shares of Common Stock offered hereby may be deemed to be "underwriters" as defined in the Securities Act, and any profit on the sale of such shares of Common Stock offered hereby by them and any discounts, commissions or concessions received by any such dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. The aggregate proceeds to the Selling Shareholders from sales of the Common Stock offered by the Selling Shareholders hereby will be the purchase price of such Common Stock less any broker's commissions and underwriter's discounts. To the extent required by the Securities Act with respect to underwritten offerings, the specific shares of Common Stock to be sold, the names of the Selling Shareholders, the respective purchase prices and public offering prices, the names of the underwriter or underwriters, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying Prospectus Supplement or, if appropriate, a post-effective amendment to the Registration Statement of which this Prospectus is a part. The sale of shares of Common Stock by the Selling Shareholders may also be effected from time to time by selling shares directly to purchasers or to or through broker-dealers. In connection with any such sales, any such broker- dealer may act as agent for the Selling Shareholders or may purchase from the Selling Shareholders all or a portion of such shares as principal. Such sales may be made on the NYSE or any exchange on which the shares of Common Stock are then traded, in the over-the-counter market, in negotiated transactions or otherwise at prices and at terms then prevailing or at prices related to the then-current market prices or at prices otherwise negotiated. Shares may also be sold in one or more of the following transactions: (i) block transactions (which may involve crosses) in which a broker-dealer may sell all or a portion of such shares as agent but may position and resell all or a portion of the block as principal to facilitate the transaction; (ii) purchases by any such broker-dealer as principal and resale by such broker-dealer for its own account pursuant to a Prospectus Supplement; (iii) a special offering, an exchange distribution or a secondary distribution in accordance with applicable NYSE rules; (iv) ordinary brokerage transactions and transactions in which any such broker-dealer solicits purchasers; (v) sales "at the market" to or through a market maker or into an existing trading market, on an exchange or otherwise, for such shares; and (vi) sales in other ways not involving market makers or established trading markets, including direct sales to institutions or individual purchasers. In effecting sales, broker-dealers engaged by the Selling Shareholders may arrange for other broker-dealers to participate. Broker-dealers will receive commissions or other compensation from the Selling Shareholders in amounts to be negotiated immediately prior to the sale that are not expected to exceed those customary in the types of transactions involved. Broker-dealers may also receive compensation from purchasers of the shares which is not expected to exceed that customary in the types of transactions involved. The Company will pay substantially all the expenses incurred by the Selling Shareholders and the Company incident to the offering and sale of the shares of Common Stock offered hereby to the public, but excluding any discounts, commissions and fees of underwriters, broker-dealers or agents or legal fees incurred by the Selling Shareholders. The Company has agreed to indemnify the Selling Shareholders against certain liabilities, including liabilities under the Securities Act. LEGAL MATTERS The validity of the shares of Common Stock being offered hereby will be passed upon for the Company by David F. Henschel, Associate General Legal Counsel of the Company. Mr. Henschel beneficially owns shares of Common Stock and holds options to purchase additional shares of Common Stock. EXPERTS The consolidated financial statements of the Company incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in giving said report. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy and information statements and other information with the Commission. Reports, proxy and information statements and other information filed with the Commission can be inspected and copied during normal business hours at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional offices at 7 World Trade Center, 13th Floor, New York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy and information statements, and other information concerning the Company can also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005, on which exchange shares of Common Stock are listed. Shares of Common Stock are also listed on the following regional stock exchanges: Boston Stock Exchange, Cincinnati Stock Exchange, Midwest Stock Exchange, Inc., Pacific Stock Exchange, Incorporated and Philadelphia Stock Exchange, and options with respect to the Common Stock are listed on the Chicago Stock Exchange, Inc. This Prospectus constitutes a part of a Registration Statement filed by Company with the Commission under the Securities Act. This Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the Common Stock. Any statements contained herein concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Set forth below is an estimate (except for the Securities and Exchange Commission Registration Fee) of the fees and expenses anticipated to be payable by the Company, in connection with the registration and distribution of the Common Stock being registered: Securities and Exchange Commission Registration Fee $10,832 Legal Fees 14,500 Accounting Fees 1,500 Miscellaneous 3,168 Total $30,000 Item 15. Indemnification of Directors and Officers. The Company, as a Pennsylvania corporation, is subject to the provisions of the Business Corporation Law of 1988 (the "BCL"), which is Pennsylvania's corporation statute. Subchapter D of Chapter 17 of the BCL provides for the authority of Pennsylvania corporations to indemnify directors, officers, employees or agents of the corporation, or of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise (including without limitation, any employee benefit plan) who are serving as such at the request of the corporation (individually, a "Representative") against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in the case of third party actions, but only against expenses (including attorneys' fees) in the case of derivative actions. Unless ordered by a court, such indemnification is to be made only as authorized in the specific case upon a determination by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding, by the shareholders or, if such quorum of the board is not obtainable or a majority vote of disinterested directors so directs, by independent legal counsel, that indemnification of the Representative is proper in the circumstances. Indemnification would be proper if the Representative acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful, provided that under no circumstances would indemnification be proper in the case of willful misconduct or recklessness. In the case of a derivative action, indemnification shall not be made in respect of any claim, issue or matter as to which a Representative has been adjudged liable to the corporation unless, and only to the extent that, a court of competent jurisdiction determines upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, a Representative is fairly and reasonably entitled to indemnity for the expenses that the court deems proper. To the extent a Representative has been successful on the merits or otherwise in the defense of a third party action or a derivative action, indemnification is mandatory with respect to expenses (including attorneys' fees) incurred in such defense. The corporation may advance defense expenses (including attorneys' fees) upon receipt of an undertaking by or on behalf of the Representative to repay such advances if it is ultimately determined that he is not entitled to be indemnified, and a corporation may purchase insurance on behalf of any Representative against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, regardless of whether or not the corporation could indemnify him against such liability. The indemnification and advancement of expenses provided under the BCL is expressly not exclusive of any other rights to which a person may be entitled under any bylaw, agreement, shareholder vote or otherwise. Under the BCL, limitation of director monetary liability for breach of fiduciary duty is permitted provided that such provision is included in a bylaw approved by the shareholders. The shareholders of the Company, at its Annual Meeting of Shareholders held on April 13, 1989, approved such a provision in the Company's Bylaws. This provision provides that no director shall be personally liable for monetary damages as a result of any act or omission, unless he or she has not complied with the standard of care statutorily mandated for directors and his or her acts or omissions constitute self-dealing, willful misconduct or recklessness. The standard of care is set forth in Section 2.13 of the Bylaws, entitled "Standard of Care and Justifiable Reliance", and basically requires the director to perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. The Bylaw provision does not apply to liabilities of a director pursuant to any criminal statute or for payment of taxes pursuant to local, state or Federal law. On October 23, 1991 the Board of Directors of the Company approved an amendment to Article IV of the Company's Bylaws to provide for indemnification to the extent permitted under the BCL. Article IV provides that the Company shall indemnify any director or officer of the Company, and may indemnify any other employee or agent of the Company, who is, was or becomes a party, or is threatened to be made a party, to any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, and any appeal therein in which any such person is involved (a "Proceeding") by reason of being a Representative, or being a director, officer, employee or agent of either a constituent corporation absorbed in a consolidation or merger or another business entity at the request of such constituent corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceedings, except that in the case of derivative actions, i) indemnification is limited to reasonably incurred expenses; and ii) a person adjudged to be liable to the Company may not be indemnified unless and only to the extent a court of competent jurisdiction determines upon application that the person is fairly and reasonably entitled to indemnity for the expenses that such court deems proper. Indemnification under Article IV applies to third party actions and derivative actions commenced or continuing after the adoption of the Article, whether arising from acts or omissions occurring before or after such adoption. Article IV provides that the rights of directors and officers thereunder with respect to third party actions are contractual rights. Article IV provides that indemnification of an indemnified party under Article IV shall be made by the Company only when requested in writing with supporting documentation and, in accordance with the provisions of the BCL, a determination is made in each specific case that indemnification of the Representative is proper under the circumstances. Such determination is to be made within 60 days after receipt of the request and shall be made by a majority vote of disinterested directors (if they constitute a quorum) or, under certain circumstances, either by a written opinion of independent legal counsel or by the shareholders. If independent legal counsel is to make the determination, then the disinterested directors or, if the disinterested directors do not constitute a quorum, a majority of the Board of Directors shall select counsel to which the indemnified party does not reasonably object, except that in the event a change of control as defined in Article IV shall have occurred, the indemnified party shall select counsel to which the disinterested directors or, if the disinterested directors do not constitute a quorum, to which a majority of the Board of Directors do not reasonably object. Once a determination is made that the indemnified party is entitled to indemnification, payment shall be made within five days thereafter, and such determination shall be binding on the Company unless either the indemnified party made a misrepresentation or failed to disclose a material fact in requesting indemnification and supporting that request, or such indemnification is prohibited by law. As permitted by the BCL, Article IV also requires that the Company advance reasonable expenses to an indemnified party, upon determination by the Board or its duly authorized committee, within twenty days after receipt of a written request for such advance. Such request must reasonably identify, describe and document the legal expenses actually and reasonably incurred by the indemnified party and, if required by law, be accompanied by an undertaking of the indemnified party to repay the advance if ultimately it should be determined that the indemnified party is not entitled to be indemnified against such expenses. The advance may be made upon such terms and conditions, if any, as the Board of Directors or its duly authorized committee deems appropriate. The financial ability of the indemnified party to make repayment shall not be a prerequisite to the making of an advance. Article IV provides that an indemnified party shall not be entitled to indemnification or the advancement of expenses if and to the extent 1) the indemnified party did not act in good faith and in a manner the indemnified party reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had reasonable cause to believe his or her conduct was unlawful, or 2) the Company enters into a contract with the indemnified party that establishes reasonable limitations or conditions on the indemnification of and advancement of expenses to the indemnified party and such conditions preclude indemnification or advancement of expenses under the circumstances at hand, or 3) payment to the indemnified party would result in double payment, or 4) a court of competent jurisdiction determines that such indemnification or advancement of expenses is unlawful. A termination of a third party Proceeding, or any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the right of the indemnified party to indemnification or create a presumption that the indemnified party did not meet the condition stated in 1) above. In accordance with the BCL, to the extent that an indemnified party is successful on the merits or otherwise in defense of any third party or derivative Proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in such defense. Moreover, Article IV provides that an indemnified party shall be indemnified against any expenses actually and reasonably incurred in a successful effort to enforce his or her rights or mandatory indemnification under applicable law or his or her rights under Article IV if the indemnified party prevails in any such enforcement proceeding, or on a prorated basis if it is determined that the indemnified party is entitled to receive only part of the indemnification or advancement sought. Article IV provides that indemnification granted thereunder is not exclusive of any other rights to which a person may otherwise be entitled. In addition, Article IV provides, as permitted by the BCL, that the Company may purchase and maintain insurance on behalf of the Company, its subsidiaries and affiliates, and any Representative, against any liability asserted against such Representative or incurred by such Representative in any such capacity, or arising out of said Representative's status as such, whether or not the Company would have the power to indemnify such person against that liability under the provisions of applicable law. The Company may also enter into contracts with any Representative to provide contractual rights in furtherance of the provisions of Article IV, and Article IV provides that the Company may give other indemnification to the extent not prohibited by applicable law. As provided for in Article IV, the Company has entered into indemnification agreements with each of its directors and officers and with certain of its employees. These agreements contain provisions that afford rights with respect to indemnification and advancement of expenses that are consistent with the authority given in Article IV. The Company has also purchased and is maintaining directors' and officers' liability insurance covering liabilities to directors or officers of the Company arising by reason of wrongful acts committed or allegedly committed by them, whether or not they are indemnified by the Company. The cost to the Company to maintain such insurance for the benefit of its directors and officers is approximately $500,000 per year. The coverage does not extend to: i) violations of Section 16(b) of the Exchange Act; ii) dishonest, fraudulent or criminal acts; iii) claims arising from pollution or contamination events unless involved in a derivative action under circumstances where the Company does not have the financial ability to provide indemnification; iv) claims brought by one director or officer against another or against the Company, other than for claims for wrongful termination of employment; and v) claims arising from bodily injury, mental or emotional distress, sickness, disease, death or property damage or by reason of the Employee Retirement Income Security Act, which types of claims are intended to be covered under other insurance policies. Item 16.Exhibits Exhibit Number Description 3.(i)(a) Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.(i).(B) of the Report on Form 8-K filed on January 31, 1995). 3.(ii) By-laws of the Company (Incorporated by reference to Exhibit 3.(ii) of the Annual Report on Form 10-K for the year ended December 31, 1994). 4.A Shareholder Rights Plan between the Company and Manufacturers Hanover Trust Company, as Rights Agent, adopted by the Company's Board of Directors and dated October 25, 1989 (Incorporated by reference to Exhibit 4.A of the Annual Report on Form 10-K for the year ended December 31, 1994). 4.B Amendment to Shareholder Rights Plan between the Company and Chemical Bank, as Rights Agent for the Shareholder Rights Plan, dated September 4, 1992 (Incorporated by reference to Exhibit 4-b of the Annual Report on Form 10-K for the year ended December 31, 1992). 5. Opinion of David F. Henschel, Associate General Legal Counsel of the Company, regarding the legality of the shares of Common Stock. 21. List of Subsidiaries. 23. Consents of Experts and Counsel. (a) The consent of Arthur Andersen LLP. (b) The consent of David F. Henschel is included in his opinion filed as Exhibit 5. 24. Power of Attorney is included on page II-6. 99. Registration Rights Agreement dated as of February 28, 1996 between the Company and each of the Selling Shareholders. Item 17. Undertakings. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Harrisburg, Commonwealth of Pennsylvania, on the 25th day of March, 1996. AMP INCORPORATED By: /s/ James E. Marley James E. Marley Chairman of the Board POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints James E. Marley and David F. Henschel, and each of them, his attorneys-in-fact and agents, each with the power of substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments), to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith with the Securities and Exchange Commission, and hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 25, 1996. Signature Capacity /s/ James E. Marley Chairman of the Board and a Director James E. Marley /s/ William J. Hudson Chief Executive Officer and President William J. Hudson and a Director (Principal Executive Officer) /s/ Robert Ripp Vice President and Chief Financial Robert Ripp Officer (Principal Financial and Accounting Officer) /s/ William S. Urkiel, Jr. Controller William S. Urkiel, Jr. /s/ Dexter F. Baker Director Dexter F. Baker Ralph D. DeNunzio Director /s/ Barbara H. Franklin Director Barbara H. Franklin /s/ Joseph M. Hixon Director Joseph M. Hixon /s/ Harold A. McInnes Director Harold A. McInnes /s/ Jerome J. Meyer Director Jerome J. Meyer /s/ John C. Morley Director John C. Morley /s/ Walter F. Raab Director Walter F. Raab /s/ Paul G. Schloemer Director Paul G. Schloemer /s/ Takeo Shiina Director Takeo Shiina INDEX TO EXHIBITS Exhibit Sequentially Number Description Numbered Page 3.(i)(a) Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.(i).(B) of the Report on Form 8-K filed on January 31, 1995). 3.(ii) By-laws of the Company (Incorporated by reference to Exhibit 3.(ii) of the Annual Report on Form 10-K for the year ended December 31, 1994). 4.A Shareholder Rights Plan between the Company and Manufacturers Hanover Trust Company, as Rights Agent, adopted by the Company's Board of Directors and dated October 25, 1989 (Incorporated by reference to Exhibit 4.A of the Annual Report on Form 10-K for the year ended December 31, 1994). 4.B Amendment to Shareholder Rights Plan between the Company and Chemical Bank, as Rights Agent for the Shareholder Rights Plan, dated September 4, 1992 (Incorporated by reference to Exhibit 4-b of the Annual Report on Form 10-K for the year ended December 31, 1992). 5. Opinion of David F. Henschel, Associate General Legal Counsel of the Company, regarding the legality of the shares of Common Stock. 21. List of Subsidiaries. 23. Consents of Experts and Counsel. (a) The consent of Arthur Andersen LLP. (b) The consent of David F. Henschel is included in his opinion filed as Exhibit 5. 24. Power of Attorney is included on page II-6. 99. Registration Rights Agreement dated as of February 28, 1996 between the Company and each of the Selling Shareholders. REGISTRATION RIGHTS AGREEMENT EXHIBIT 99 This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered into as of February 28, 1996 by and between AMP INCORPORATED, a Pennsylvania corporation ("AMP"), and each party listed under the heading "Stockholders" on the signature pages to this Agreement (the "Stockholders"). R E C I T A L S A. Concurrently with the execution and delivery of this Agreement, (1) AMP is acquiring all of the issued and outstanding capital stock of Madison Cable Corporation, a Massachusetts corporation ("Madison Cable"), and Madison Cable Limited, a corporation organized under the laws of the United Kingdom ("Madison Limited") and (2) a subsidiary of AMP is acquiring all of the respective assets of Airport Realty Company, a Massachusetts limited partnership ("Airport Realty"), and Jared Associates, a general partnership ("Jared") (Madison Cable, Madison Limited, Airport Realty and Jared being sometimes referred to herein individually as a "Company" and collectively as the "Companies") pursuant to an Acquisition Agreement and Plan of Merger dated as of January 10, 1996 (the "Acquisition Agreement") by and among AMP, MC Merger Corp., the Companies and the Stockholders. B. Pursuant to the terms of the Acquisition Agreement, the Stockholders are entitled to receive, in exchange for the capital stock acquired by AMP and the assets acquired by AMP's subsidiary, shares of AMP's common stock (the "Common Stock"). C. As an inducement for the Stockholders to enter into the Acquisition Agreement, and to consummate the transaction contemplated thereby, AMP has agreed to provide the Stockholders with the registration rights with respect to the Common Stock set forth in this Agreement. A G R E E M E N T S NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS; DEMAND REGISTRATIONS 1.1 Definitions. In addition to other terms defined elsewhere in this Agreement, the following terms shall, for purposes of this Agreement, have the meanings provided below: (a) "Acquisition Shares" means the aggregate number of the Registrable Shares (as herein defined) originally issued to the Stockholders pursuant to the Acquisition Agreement, as adjusted to reflect any stock splits, stock dividends, recapitalizations, reclassifications or like actions. (b) "Act" means the Securities Act of 1933, as amended. (c) "Demand Registration" means a registration of Registrable Shares made or to be made by AMP in satisfaction of a Demand Request (as herein defined). (d) "Demanding Stockholders", with respect to any Demand Registration, means the Demand Requesting Stockholders (as herein defined) who have requested that AMP effect such Demand Registration and the Remaining Stockholders (as herein defined) who have requested that AMP include Registrable Shares held by such Remaining Stockholders in such Demand Registration. (e) "Minimum Demand Number" means one-fifth (1/5) of the Acquisition Shares; provided, however, that if, at the time a Demand Request (as herein defined) is made by holders of Registrable Shares, the total number of Registrable Shares then held by all holders of Registrable Shares is less than one-fifth (1/5) of the Acquisition Shares, the "Minimum Demand Number" shall be ten percent (10%) of the Acquisition Shares. (f) "Person" means a corporation, association, partnership, organization, business, trust, individual, government or political subdivision thereof, governmental agency and any other entity that may be treated as a person under applicable law. (g) "Piggyback Registration" means a registration of securities of AMP in which Registrable Shares have been or are to be included in satisfaction of a Piggyback Request (as herein defined). (h) "Registrable Shares" means the shares of Common Stock issued to the Stockholders pursuant to the Acquisition Agreement, provided that such shares shall cease to be Registrable Shares when sold or otherwise transferred by the Stockholder except in accordance with Section 8.5 hereof. (i) "Registration Period" means the period (i) beginning on the date hereof and (ii) ending on the earliest date on which holders of Registrable Shares are entitled to transfer Registrable Shares in accordance with Rule 144 of the Act. (j) "Registration Statement" means a registration statement filed or to be filed by AMP under the Act. (k) "SEC" means the United States Securities and Exchange Commission. 1.2 Demand Rights. Subject to the limitations set forth in this Article I, during the Registration Period, holders of not less than the Minimum Demand Number ("Demand Requesting Stockholders") may deliver a written notice to AMP (a "Demand Request"), requesting that AMP register Registrable Shares held by such Demand Requesting Stockholders. Each Demand Request shall state the names of the Demand Requesting Stockholders and, with respect to each Demand Requesting Stockholder, the number of Registrable Shares that such Demand Requesting Stockholder seeks to register pursuant to such Demand Request. 1.3 Notice of Demand. (a) Within twenty (20) days after the receipt by AMP of a Demand Request, AMP shall deliver a written notice thereof (a "Demand Request Notice") to each holder of Registrable Shares that is not a Demand Requesting Stockholder (the "Remaining Stockholders"). The Demand Request Notice shall state that AMP has received a Demand Request pursuant to this Agreement and shall offer to include, in any Registration Statement filed by AMP in connection with such Demand Request, all or part of the Registrable Shares held by the Remaining Stockholders. (b) During the ten (10) day period following delivery of a Demand Request Notice with respect to any Demand Request, each Remaining Stockholder may deliver a written notice to AMP (an "Additional Registration Request") requesting that AMP include, in any Registration Statement filed by AMP in connection with such Demand Request, Registrable Shares held by such Remaining Stockholder. An Additional Registration Request delivered by a Remaining Stockholder shall state the number of Registrable Shares that such Remaining Stockholder seeks to register pursuant to such Additional Registration Request. (c) Subject to the limitations set forth in this Article I, AMP shall include in any Demand Registration (i) all Registrable Shares that the Demand Requesting Stockholders have requested that AMP register in such Demand Registration, as set forth in the applicable Demand Request, and (ii) all Registrable Shares that the Remaining Stockholders have requested that AMP register in such Demand Registration, as set forth in the applicable Additional Registration Request (the aggregate number of such Registrable Shares being referred to herein as the "Demand Request Number"). 1.4 Limitations on Demand Rights. (a) The holders of Registrable Shares (as a group) shall be entitled to a maximum of three (3) Demand Registrations, provided that AMP shall not be required to take any action to effect any Demand Registration (i) within the six (6) month period following the effective date of a previous Demand Registration (including the Mandatory Registration or any Third Party Registration (each, as herein defined) that is counted as a Demand Registration for purposes of this Agreement), (ii) if the Demand Request Number is less than the Minimum Demand Number, (iii) if a Demand Request is made after the expiration of the Registration Period or (iv) if a Demand Request with respect to such Demand Registration is made during the period commencing on the date of delivery of any Third Party Demand Notice (as herein defined) and ending on the expiration of the ninety (90) day period commencing upon the effective date of any Registration Statement filed by AMP as contemplated by any such Third Party Demand Notice or the earlier withdrawal or abandonment of such registration. Notwithstanding clause (i) above, if the Mandatory Registration is effected by AMP as contemplated by Article IV hereof, AMP shall (if otherwise required by the terms of this Agreement) take appropriate action to effect any subsequent Demand Registration on or after October 15, 1996 (including, without limitation, the preparation and filing of, and the exercise of efforts necessary to bring effective, the Registration Statement therefor within the time periods contemplated by clauses (x) and (y) of Section 5.1(b) hereof). (b) AMP shall be entitled to postpone for a reasonable period of time (not to exceed ninety (90) days) the filing or effectiveness of any Registration Statement filed or to be filed in connection with a Demand Registration, if at the time AMP receives the Demand Request with respect to such Demand Registration (i) AMP is conducting or is about to conduct a public offering of Common Stock or other securities of AMP and AMP is advised in writing by its investment banker that such offering would be adversely affected by such Demand Registration or (ii) the Board of Directors of AMP shall determine in good faith that the offering of Registrable Shares pursuant to such Demand Registration will interfere with any financing, merger, sale of assets, recapitalization or other material transaction involving AMP or any of its subsidiaries, which, in each case, is either pending or under active and continuing negotiation. (c) AMP shall not be deemed to have effected a Demand Registration unless and until the Registration Statement filed with the SEC in connection with such Demand Registration has been declared effective under the Act and has remained in effect until the earlier of (i) the completion of the distribution of all Registrable Shares registered thereby or (ii) the expiration of the thirty (30) day period commencing upon the effective date of such Registration Statement. (d) AMP shall abandon any Demand Registration prior to the effectiveness of such Demand Registration (i) if a majority in interest of the Demanding Stockholders registering Registrable Shares pursuant to such Demand Registration request in writing that AMP abandon such Demand Registration or (ii) if, after giving effect to any withdrawals by the Demanding Stockholders of Registrable Shares requested to be included in such Demand Registration pursuant to the Demand Request Notice and Additional Registration Requests delivered pursuant to Section 1.3(b) hereof in connection with such Demand Registration (other than a withdrawal mandated by application of Section 1.6 hereof), the aggregate number of Registrable Shares to be included in such Demand Registration would be less than the Minimum Demand Number. Any Demand Registration abandoned by AMP pursuant to this Section 1.4(d) shall be counted as a Demand Registration for purposes of this Agreement notwithstanding such abandonment. 1.5 Manner of Offering. All offerings of Registrable Shares pursuant to a Demand Registration shall be on a current basis and not on a delayed or continuous basis and made, at the option of a majority in interest of the Demand Requesting Stockholders who have requested that AMP effect such Demand Registration, pursuant to either (a) a "firm-commitment" underwritten offering through a nationally recognized underwriter or underwriters selected by the Demand Requesting Stockholders and reasonably satisfactory to AMP or (b) a non-underwritten offering pursuant to a prescribed plan of distribution reasonably satisfactory to AMP and such Demand Requesting Stockholders. 1.6 Priorities. (a) In the event that the managing underwriter or underwriters of a Demand Registration shall determine that the amount of securities of AMP (including Registrable Shares) to be included in such Demand Registration exceeds the maximum amount of securities (the "Maximum Demand Amount") that could be included in such registration without materially and adversely affecting the market for AMP's securities, AMP shall include in such Demand Registration the Maximum Demand Amount of such securities in accordance with the following order of priority: (i) first, the Registrable Shares requested to be registered by the Demanding Stockholders, pro rata, to the extent of the Maximum Demand Amount; and (ii) second, to the extent that the number of Registrable Shares requested to be registered by the Demanding Stockholders does not exceed the Maximum Demand Amount, the remaining securities requested to be registered by the holders thereof to be allocated in such manner as AMP may determine. (b) A registration of Registrable Shares made or to be made by AMP in satisfaction of a Demand Request shall not be counted as a Demand Registration for purposes of this Agreement, if, as a result of the application of Section 1.6(a) hereof, the number of Registrable Shares to be included in such Demand Registration results in less than one half (1/2) of the Registrable Shares available for registration being included in such Demand Registration and the Demanding Stockholders elect to withdraw all of their Registrable Shares from the Registration Statement filed with respect to such Demand Registration. ARTICLE II PIGGYBACK REGISTRATIONS 2.1 Piggyback Rights. If, at any time during the Registration Period, AMP proposes to register under the Act shares of Common Stock pursuant to a Registration Statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether for its own account or the account of other holders of Common Stock, AMP shall deliver a written notice thereof (a "Piggyback Notice") to each holder of Registrable Shares not less than thirty (30) days prior to the date when such Registration Statement is to be filed with the SEC. During the fifteen (15) day period following delivery of a Piggyback Notice, each holder of Registrable Shares may deliver a written notice to AMP (a "Piggyback Request") requesting that AMP include in such Registration Statement Registrable Shares held by such holder and stating the number of Registrable Shares that such holder requests that AMP include in such Registration Statement. Subject to the limitations set forth in this Article II, AMP shall include in any Piggyback Registration all Registrable Shares that the holders of Registrable Shares have requested that AMP register as set forth in Piggyback Requests delivered by such holders in connection with such Piggyback Registration. 2.2 Limitations on Piggyback Rights. (a) No holder of Registrable Shares shall have the right to make a Piggyback Request with respect to any Registration Statement to be filed by AMP if such Registration Statement relates solely to Common Stock or other securities of AMP which are to be issued in an offering (i) solely to officers or employees of AMP or subsidiaries of AMP pursuant to a bona fide employee stock option, bonus or other employee benefit plan or (ii) as consideration for the bona fide acquisition (whether by merger, consolidation or otherwise) by AMP or a subsidiary of AMP of the capital stock or assets of any Person. (b) AMP shall not be required to take any action to register Registrable Shares pursuant to any Piggyback Request, unless such Piggyback Request has been delivered to AMP in accordance with Section 2.1 hereof prior to the expiration of the Registration Period. (c) In the event that shares of Common Stock in the Piggyback Registration are to be the subject of an underwritten offering, and if requested by the underwriters participating therein, the Registrable Shares shall be included in the underwritten offering on the same terms and conditions as the other shares of Common Stock. (d) AMP shall have no obligation to continue the effectiveness of a Registration Statement in a Piggyback Registration at any time when such Registration Statement is not being kept effective for the distribution of other securities of AMP. 2.3 Priorities. In the event that the managing underwriter or underwriters of a Piggyback Registration (or AMP, in the case of a Piggyback Registration that is not being underwritten) shall determine that the amount of securities of AMP (including Registrable Shares) to be included in such Piggyback Registration exceeds the maximum amount of securities (the "Maximum Piggyback Amount") that could be included in such registration without adversely affecting the price at which such securities could be sold or otherwise adversely affecting the market for AMP's securities, AMP shall include in such Piggyback Registration the Maximum Piggyback Amount of such securities (including Registrable Shares) in accordance with the following order of priority: (a) first, if such offering is made pursuant to the exercise of demand registration rights by Third Party Demanding Stockholders (as herein defined), the securities requested to be included in such offering by the Persons exercising such demand registration rights; (b) second, the securities AMP proposes to sell for its own account; and (c) third, provided that the aggregate number of securities to be included in such registration pursuant to clauses (a) and (b) of this Section 2.3 is less than the Maximum Piggyback Amount, the remaining securities (including Registrable Shares) requested to be registered by the holders thereof, on a pro rata basis among the holders of such Registrable Shares and the holders of such other securities according to the number of Registrable Shares or other securities requested to be included by such holders. 2.4 Delay and Withdrawal of Piggyback Registrations. Notwithstanding anything in this Article II to the contrary, AMP may, in its sole discretion, delay the effectiveness of or abandon any Piggyback Registration including, subject to the rights of the Third Party Demanding Stockholders, any Third Party Registration that is treated as a Piggyback Registration for purposes of this Agreement. ARTICLE III THIRD PARTY REGISTRATIONS 3.1 Third Party Demand Rights. AMP shall deliver a written notice to each holder of Registrable Shares (a "Third Party Demand Notice") not less than thirty (30) days prior to filing any Registration Statement pursuant to demand registration rights granted by AMP to holders of Common Stock ("Third Party Demanding Stockholders") other than pursuant to this Agreement ("Third Party Demand Rights"). During the fifteen (15) day period following delivery of a Third Party Demand Notice, each holder of Registrable Shares may deliver a written notice to AMP (a "Third Party Registration Request") requesting that AMP include in such Registration Statement Registrable Shares held by such holder and stating the number of Registrable Shares that such holder requests that AMP include in such Registration Statement. Subject to the limitations set forth in this Article III, AMP shall include in any registration of shares of Common Stock made pursuant to Third Party Demand Rights (a "Third Party Registration") all Registrable Shares that the holders of Registrable Shares have requested that AMP register as set forth in Third Party Registration Requests delivered by such holders (the "Third Party Requesting Stockholders") in connection with such Third Party Registration. Except as otherwise provided in this Article III, a Third Party Registration in which Registrable Shares are included pursuant to this Article III shall be counted as a Demand Registration for purposes of this Agreement. 3.2 Numerical Thresholds. (a) If the number of Registrable Shares requested to be included by Third Party Requesting Stockholders pursuant to Section 3.1 hereof in any Third Party Registration is less than the Minimum Demand Number, AMP shall deliver prompt written notice thereof to each of the Third Party Requesting Stockholders and such Third Party Registration shall be treated as a Piggyback Registration as to which the provisions of Article II of this Agreement shall apply. Each Third Party Requesting Stockholder shall have the right to withdraw from any Third Party Registration that is treated as a Piggyback Registration by operation of this Section 3.2(a) and each Third Party Requesting Stockholder that so withdraws by written notice delivered to AMP within the ten (10) day period following the notice referred to in the preceding sentence shall have no liability or obligation with respect to such Piggyback Registration. (b) Subject to the remaining provisions of this Article III, if the number of Registrable Shares included in any Third Party Registration by Third Party Requesting Stockholders pursuant to Section 3.1 hereof equals or exceeds the Minimum Demand Number, such Third Party Registration shall be counted as a Demand Registration for purposes of this Agreement. 3.3 Limitations on Third Party Registration Rights. (a) The registration rights provided to holders of Registrable Shares in this Article III shall terminate at such time as there are less than the Minimum Demand Number of Registrable Shares. (b) AMP shall not be required to take any action to register Registrable Shares pursuant to any Third Party Registration Request, unless such Third Party Registration Request has been delivered to AMP in accordance with Section 3.1 hereof prior to the expiration of the Registration Period. (c) Subject to the rights of the Third Party Demanding Stockholders, AMP may postpone for a reasonable period of time (not to exceed ninety (90) days) the filing or effectiveness of any Registration Statement filed or to be filed in connection with any Third Party Registration, if at the time AMP receives the demand request with respect to such Third Party Registration (i) AMP is conducting or is about to conduct a public offering of Common Stock or other securities of AMP and AMP is advised by its investment banker that such offering would be adversely affected by such Third Party Registration or (ii) the Board of Directors of AMP shall determine in good faith that such Third Party Registration will interfere with any financing, merger, sale of assets, recapitalization or other material transaction involving AMP or any of its subsidiaries, which, in each case, is either pending or under active and continuing negotiation. If any Third Party Registration in which Registrable Shares are included is postponed pursuant to this Section 3.3(c), such Third Party Registration, as between AMP and the Third Party Requesting Stockholders, shall be deemed withdrawn, unless a majority in interest of Third Party Requesting Stockholders holding not less than the Minimum Demand Number of Registrable Shares to be included in such Third Party Registration elect in writing not to withdraw such Third Party Registration and the Registration Period shall be extended by the number of days of such postponement if such Third Party Registration constitutes a Demand Registration. A Third Party Registration that is deemed to have been withdrawn by operation of this Section 3.3(c) shall not count as a Demand Registration for purposes of this Agreement. (d) Subject to the rights of the Third Party Demanding Stockholders, AMP shall abandon any Third Party Registration, which would otherwise be counted as a Demand Registration for purposes of this Agreement, if after giving effect to any withdrawals by the Third Party Requesting Stockholders of Registrable Shares requested to be included in such Third Party Registration pursuant to Third Party Registration Requests delivered pursuant to Section 3.1 hereof in connection with such Third Party Registration (other than a withdrawal pursuant to Section 3.3(c) hereof or any withdrawal mandated by application of Section 3.4 hereof), the aggregate number of shares of Common Stock (including Registrable Shares) to be included in such Third Party Registration would be less than the Minimum Demand Number. A Third Party Registration abandoned by AMP pursuant to this Section 3.3(d) shall not be counted as a Demand Registration for purposes of this Agreement. (e) AMP shall not be deemed to have effected a Third Party Registration to be counted as a Demand Registration for purposes of this Agreement unless and until the Registration Statement filed with the SEC in connection with such Third Party Registration has been declared effective under the Act and has remained in effect until the earlier of (i) the completion of the distribution of all Registrable Shares registered thereby or (ii) the expiration of the thirty (30) day period commencing upon the effective date of such Registration Statement. (f) In the event that shares of Common Stock in any Third Party Registration which is counted as a Demand Registration for purposes of this Agreement are to be the subject of an underwritten offering, if requested by the underwriters participating therein, the Registrable Shares shall be included in the underwritten offering on the same terms and conditions as the other shares of Common Stock. 3.4 Priorities. In the event that the managing underwriter or underwriters of a Third Party Registration (or AMP, in the case of a Third Party Registration that is not being underwritten) shall determine that the amount of securities of AMP (including Registrable Shares) to be included in such Third Party Registration exceeds the maximum amount of such securities (the "Maximum Third Party Demand Amount") that could be included in such registration without adversely affecting the market for AMP's securities, AMP shall include in such Third Party Registration the Maximum Third Party Demand Amount of such securities in accordance with the following order of priority: (a) first, the shares of Common Stock requested to be registered by the Third Party Demanding Stockholders as a group, to the extent of the Maximum Third Party Demand Amount; (b) second, to the extent that the aggregate number of shares of Common Stock requested to be registered by Third Party Demanding Stockholders does not exceed the Maximum Third Party Demand Amount, the Registrable Shares requested to be registered by the Third Party Requesting Stockholders as a group; and (c) third, to the extent that the aggregate number of shares of Common Stock requested to be registered by the Third Party Demanding Stockholders and Registrable Shares requested to be registered by the Third Party Requesting Stockholders does not exceed the Maximum Third Party Demand Amount, the remaining securities requested to be registered by the holders thereof, to be allocated in such manner as AMP may determine. ARTICLE IV MANDATORY REGISTRATION 4.1 Mandatory Registration. Subject to the limitations set forth in this Article IV, AMP shall (a) on or prior to March 15, 1996, file a Registration Statement with the SEC which includes (as part of such registration) up to fifty percent (50%) of the Acquisition Shares (the "Mandatory Registration") and (b) consistent with clause (iii) of Section 5.1(b) hereof, use its reasonable best efforts to cause the Mandatory Registration to become effective on or prior to May 15, 1996. Except as otherwise provided in this Article IV, the Mandatory Registration shall be counted as a Demand Registration for purposes of this Agreement. 4.2 Limitations on the Mandatory Registration. (a) AMP shall not be required to take any action with respect to the Mandatory Registration, unless AMP shall, on or prior to March 1, 1996, receive from the holders of Registrable Shares a written notice (i) stating the respective number of Registrable Shares of such holders that AMP include in the Mandatory Registration and (ii) requesting that AMP include, in the aggregate, not less than the Minimum Demand Number in the Mandatory Registration. (b) AMP shall not be deemed to have effected the Mandatory Registration contemplated hereby unless and until the Registration Statement filed with the SEC in connection therewith has been declared effective under the Act and has remained in effect until the earlier of (i) the completion of the distribution of all Registrable Shares registered thereby or (ii) June 13, 1996. 4.3 Manner of Offering. The offering of Registrable Shares pursuant to the Mandatory Registration shall be on a current basis and not on a delayed or continuous basis and made, at the option of a majority in interest of the holders of Registrable Shares to be included in the Mandatory Registration, pursuant to either (a) a "firm-commitment" underwritten offering through a nationally recognized underwriter or underwriters selected by such holders and reasonably satisfactory to AMP or (b) a non-underwritten offering pursuant to a prescribed plan of distribution reasonably satisfactory to AMP and such holders. 4.4 Priorities. In the event that the managing underwriter or underwriters of the Mandatory Registration shall determine that the amount of securities of AMP (including Registrable Shares) to be included in the Mandatory Registration exceeds the maximum amount of such securities (the "Maximum Mandatory Amount") that could be included in such registration without materially and adversely affecting the market for AMP's securities, AMP shall include in the Mandatory Registration the Maximum Mandatory Amount of such securities in accordance with the following order of priority: (a) first, the Registrable Shares requested to be registered by the holders of such Registrable Shares, pro rata, to the extent of the Maximum Mandatory Amount; and (b) second, to the extent that the number of Registrable Shares requested to be registered by the holders thereof does not exceed the Maximum Mandatory Amount, the remaining securities requested to be registered by the holders thereof, to be allocated in such manner as AMP may determine. ARTICLE V REGISTRATION PROCEDURES 5.1 Registration Procedures. (a) Whenever holders of Registrable Shares shall request the registration of any Registrable Shares pursuant to the Mandatory Registration or any Demand Registration, Piggyback Registration or Third Party Registration, AMP will use its reasonable best efforts (subject to Section 2.4 hereof, in the case of any Piggyback Registration, including a Third Party Registration treated as a Piggyback Registration for purposes of this Agreement) to effect the registration of such Registrable Shares in accordance with the intended method of disposition thereof within a reasonable period of time. (b) In connection with any Demand Registration (including the Mandatory Registration or any Third Party Registration that is counted as a Demand Registration for purposes of this Agreement), AMP (i) will prepare and file with the SEC a Registration Statement with respect to the Registrable Shares to be included in such Demand Registration on any form for which AMP then qualifies and which counsel to AMP shall deem appropriate for the sale of such Registrable Shares in accordance with the intended method of distribution thereof, (ii) may incorporate disclosures by reference from periodic and other reports to the extent permitted by applicable rules and regulations and (iii) shall use its reasonable best efforts to cause such Registration Statement to become effective (it being understood that whenever holders of Registrable Shares shall request the registration of any Registrable Shares pursuant to any Demand Registration, AMP shall use its reasonable best efforts (subject to the limitations set forth in Article I hereof) to (x) file such Demand Registration with the SEC within forty-five (45) days after AMP's receipt of the applicable Demand Request and (y) cause such Demand Registration to become effective within ninety (90) days after AMP's receipt of the applicable Demand Request). (c) Not later than five (5) days prior to filing any Registration Statement or prospectus or any amendments or supplements thereto (including any documents incorporated by reference in any Registration Statement after the initial filing of such Registration Statement) in which Registrable Shares are included pursuant to this Agreement, AMP will furnish to counsel for any managing underwriter of any underwritten public offering of Registrable Shares and, whether or not the Registration Statement relates to an underwritten public offering, to counsel engaged by the holders of a majority in interest of the Registrable Shares included in such Registration Statement, copies of all such documents proposed to be filed with the SEC, which documents shall be subject to the reasonable review of such counsels, and, if requested by such counsels, the insertion of material, which in their judgment is required to be included therein (subject, however, to the reasonable approval of counsel to AMP). Notwithstanding the foregoing, in the case of periodic and other reports of AMP which are incorporated by reference into any Registration Statement in which Registrable Shares are included pursuant to this Agreement after the effective date of such Registration Statement, AMP shall only be required to furnish such periodic and other reports to counsel engaged by the holders of a majority in interest of the Registrable Shares included in such Registration Statement, if any, concurrently with the filing of such periodic and other reports. (d) AMP will notify each holder of the Registrable Shares included in any Registration Statement pursuant to this Agreement of any stop order issued or, to the knowledge of AMP, threatened by the SEC in connection with such Registration Statement and will take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (e) AMP shall prepare and file with the SEC such amendments and post-effective amendments to any Registration Statement filed pursuant to a Demand Registration (or pursuant to the Mandatory Registration or a Third Party Registration that is counted as a Demand Registration for purposes of this Agreement), and amendments and supplements to the prospectus issued in connection therewith, as may be necessary to keep such Registration Statement effective for the period set forth in Section 1.4(c) hereof, in the case of a Demand Registration, the period set forth in Section 3.3(e) hereof, in the case of a Third Party Registration, or the period set forth in Section 4.2(d) hereof, in the case of the Mandatory Registration. (f) AMP shall furnish to the counsel engaged by the holders of a majority in interest of the Registrable Shares included in any Registration Statement pursuant to this Agreement and the underwriter or underwriters and each holder of Registrable Shares included in such Registration Statement such number of copies of the Registration Statement, including exhibits, and each post-effective amendment thereto, and the prospectus (including each preliminary prospectus) and any amendments or supplements thereto, and any documents incorporated by reference in such Registration Statement, as such counsel, underwriter or holder of Registrable Shares may reasonably request in order to facilitate the disposition of the Registrable Shares being sold and to satisfy the prospectus delivery requirements of the Act. (g) AMP shall promptly notify each holder of Registrable Shares that are included in any Registration Statement pursuant to this Agreement, at any time when a prospectus relating to such Registrable Shares is required to be delivered under the Act, of the happening of any event which causes such prospectus as then in effect to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, if necessary in the reasonable judgment of counsel for AMP, AMP will promptly prepare a supplement or amendment to such prospectus so that as thereafter delivered to the purchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. (h) Each holder of Registrable Shares, upon receipt of any notice of the happening of any event of the kind described in Section 5.1(g) hereof, will immediately discontinue disposition of the Registrable Shares until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.1(g) hereof or until such holder is advised in writing by AMP that the use of the prospectus may be resumed, and, if so directed by AMP, such holder will, or will request the managing underwriter or underwriters (if any) to, deliver to AMP all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. (i) If requested by the managing underwriter or underwriters of any registration or by any holder of the Registrable Shares included in any Registration Statement, AMP shall, subject to the approval of counsel to AMP in its reasonable judgment, promptly incorporate in a prospectus supplement or post-effective amendment such information concerning underwriters and the plan of distribution for the Registrable Shares as such managing underwriter or underwriters or such holder reasonably shall furnish to AMP in writing and request to be included therein, including, without limitation, with respect to the number of Registrable Shares being sold by such holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as possible after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment. (j) AMP shall use its reasonable best efforts to register or qualify the Registrable Shares covered by any Registration Statement pursuant to this Agreement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any holder of such Registrable Shares or underwriter reasonably requests in writing, and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Shares covered by such Registration Statement, provided that AMP will not be required to qualify generally to do business (or subject itself to taxation) in any jurisdiction where it is not then so qualified (or subject) or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject. (k) AMP shall reasonably cooperate with the holders of the Registrable Shares covered by any Registration Statement pursuant to this Agreement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold under such Registration Statement, in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request. (l) Prior to effectiveness of any Registration Statement filed pursuant to the Mandatory Registration or a Demand Registration, Piggyback Registration or Third Party Registration, AMP and the holders of Registrable Shares covered thereby shall enter into such customary agreements (including, if such Registration Statement relates to an underwritten offering, an underwriting agreement as provided in Section 5.1(o) hereof) and take all such other customary actions (including, without limitation, delivery of customary legal opinions and officers' certificates) as the holders of the Registrable Shares being sold or the underwriters participating in an underwritten public offering, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Shares. (m) For a reasonable period prior to the filing of any Registration Statement covering Registrable Shares pursuant to this Agreement, AMP shall give the holders of such Registrable Shares, their underwriters, if any, and their respective counsel and accountants, such access to the books and records of AMP and such opportunities to discuss the business of AMP with its officers and the independent public accountants who have certified AMP's financial statements as shall be necessary, in the opinion of such counsel or underwriters, to conduct a reasonable investigation within the meaning of the Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other Person (other than such party's counsel, accountants and financial advisors) any information or records reasonably designated by AMP as being confidential, until such time as (i) such information becomes a matter of public record (whether by virtue of its inclusion in such Registration Statement or otherwise), (ii) such party shall be required so to disclose such information pursuant to the subpoena or order of any court or other governmental agency or body having jurisdiction over the matter or pursuant to any other requirement of law or (iii) such information is required to be set forth in such Registration Statement or the prospectus included therein or in an amendment to such Registration Statement or an amendment or supplement to such prospectus in order that such Registration Statement, prospectus, amendment or supplement, as the case may be, does not include an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. (n) AMP may require each holder of Registrable Shares as to which any registration is being effected pursuant to this Agreement to furnish to AMP such information regarding such holder and such holder's intended method of distribution of such Registrable Shares as AMP may from time to time reasonably request in writing. Each such holder agrees (i) to notify AMP as promptly as practicable of any inaccuracy or change in information previously furnished by such holder to AMP or of the occurrence of any event, in either case, as a result of which any prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such holder or such holder's intended method of distribution of such Registrable Shares or omits or would omit to state any material fact regarding such holder or such holder's intended method of distribution of such Registrable Shares required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and (ii) promptly to furnish to AMP any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such holder or the distribution of such Registrable Shares, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. (o) Each holder of Registrable Shares participating in any underwritten offering agrees to (i) sell its Registrable Shares on the basis provided in any underwriting arrangements (A) reasonably approved by AMP in its sole discretion, in the case of the Mandatory Registration or a Piggyback Registration or a Demand Registration, or (B) reasonably approved by the Third Party Demanding Stockholders and a majority in interest of such holders and reasonably satisfactory to AMP, in the case of a Third Party Demand Registration, and (ii) in the case of the Mandatory Registration or a Piggyback Registration, Demand Registration or Third Party Registration, to complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents consistent with the terms of this Agreement and reasonably required under the terms of such underwriting arrangements. 5.2 Restrictions on Public Sale. If and to the extent requested in writing by the managing underwriter or underwriters for any Demand Registration, including the Mandatory Registration or any Third Party Registration that is counted as a Demand Registration for purposes of this Agreement (or AMP, in the case of any such Demand Registration that is not being underwritten), each holder of Registrable Shares agrees not to sell or offer to sell any Registrable Shares during the seven (7) days prior to, and during one hundred eighty (180) day period beginning on, the effective date of such Demand Registration (except as part of such registration). 5.3 Rule 144. AMP covenants that it will use its reasonable best efforts to file any reports required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended (or, if the Registration Period has expired and AMP is not required to file such reports, it will, upon the request of any Stockholder, make publicly available other information so long as necessary to permit sales under Rule 144 under the Act), and it will take such further action as any Stockholder may reasonably request, all to the extent required from time to time to enable such Stockholder to sell Registrable Shares without registration under the Act within the limitation of the exemptions provided by (a) Rule 144 under the Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Stockholder, AMP will deliver to such Stockholder a written statement as to whether it has complied with such requirements. ARTICLE VI EXPENSES 6.1 Expenses Borne by AMP. Except as otherwise provided in Section 6.2 hereof or as are to be borne by persons who are not parties hereto, AMP will bear all expenses incident to its obligations with respect to the Mandatory Registration or any Demand Registration, Third Party Registration or Piggyback Registration. Such expenses shall include, without limitation, (a) all SEC and National Association of Securities Dealers, Inc. registration and filing fees and expenses, (b) all fees and expenses related to compliance with securities or blue sky laws, (c) all expenses related to the preparation, printing, distribution and reproduction of Registration Statements required to be filed in connection with the Mandatory Registration and such Demand Registrations, Third Party Registrations and Piggyback Registrations, the prospectuses included therein or prepared for distribution pursuant thereto and any amendments or supplements to the foregoing, (d) all messenger and delivery expenses and internal expenses, including, without limitation, all salaries and expenses of AMP's officers and employees performing legal or accounting duties, and (e) fees and disbursements of counsel and independent certified public accountants to AMP (collectively, "Registration Expenses"). 6.2 Expenses Borne by the Holders. (a) Notwithstanding anything contained in Section 6.1 hereof to the contrary, the holders of the Registrable Shares to be included in the Mandatory Registration or any Demand Registration, Third Party Registration or Piggyback Registration shall pay, pro rata in proportion to their percentage ownership of the Registrable Shares being registered, (i) all underwriting discounts and commissions attributable to the sale of such Registrable Shares and (ii) solely with respect to any Demand Registration or Third Party Registration that is counted as a Demand Registration for purposes of this Agreement (but excluding the Mandatory Registration), all Extraordinary Accounting Costs (as herein defined). For purposes of this Agreement, the term "Extraordinary Accounting Costs" means (x) the costs of preparing financial statements or other accounting information to the extent that such financial statements or information are for extraordinary accounting periods or, in the case of financial statements, vary from the format currently utilized by AMP, in accordance with SEC rules, for SEC reporting purposes or filings under the Act, and (y) the marginal costs of preparing on an accelerated basis any financial statements or information customarily prepared by AMP. "Extraordinary Accounting Costs" shall not include the costs of preparing customary "comfort" letters and other customary opinions in connection with any Demand Registration. (b) To the extent that any registration expenses required to be borne by the holders of Registrable Shares pursuant to this Section 6.2 in connection with any registration are incurred, assumed or paid by AMP or any other Person, including any placement or sales agent for such offering or underwriter thereof, the holders of the Registrable Shares included in such registration shall reimburse AMP and such other Persons for the full amount of expenses so incurred, assumed or paid promptly after receipt of a request for such reimbursement. The holders of Registrable Shares included in such registration shall be jointly and severally liable for any such reimbursement. ARTICLE VII INDEMNIFICATION 7.1 Indemnification by AMP. AMP agrees to indemnify, protect and hold harmless, to the fullest extent permitted by law, each holder of the Registrable Shares to be included in any registration pursuant to this Agreement, such holder's officers, directors, partners, trustees, employees, agents and each Person who "controls" such holder (within the meaning of the Act), against any losses, claims, damages and liabilities to which any of such Persons may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Act, or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that any such loss, claim, damage or liability arises out of or is based upon any information which any holder of Registrable Shares or underwriter (or sales or placement agent or broker) of such offering furnished to AMP expressly for use therein or by any holder's or underwriter's (or sales or placement agent's or broker's) failure to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after AMP has furnished such Person with a sufficient number of copies of the same. Notwithstanding anything to the contrary herein contained, AMP shall not be liable for the fees and disbursements of more than one counsel for the holders of the Registrable Shares covered by any Registration Statement or prospectus. AMP also will indemnify any underwriters, agents and brokers who participate in the sale of Registrable Shares pursuant to this Agreement, their officers and directors and each Person who "controls" such underwriters, agents or brokers (within the meaning of the Act) to the same extent as provided above with respect to the Stockholders. 7.2 Indemnification by Holders of Registrable Shares. In connection with any Registration Statement in which a holder of Registrable Shares is participating, such holder agrees to indemnify, to the fullest extent permitted by law, severally and not jointly (based on portion of the proceeds of the offering involving such Registration Statement received by such holder relative to the total proceeds of such offering received by all holders of Registrable Shares), AMP, its directors, employees, agents, officers and each Person who "controls" AMP (within the meaning of the Act), against any losses, claims, damages, liabilities and expenses to which any of such Persons may become subject, under the Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon an untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Act, or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished by such holder to AMP specifically for inclusion in such Registration Statement. 7.3 Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such Person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such Person may claim indemnification or contribution pursuant to this Agreement and, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and the indemnifying party with respect to such claim, permit the indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to such indemnified party. Whether or not such defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld or delayed). Without the consent of the indemnified party, no indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff of a release of such indemnified party from all liability in respect of such claim or litigation. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel with respect to such claim. 7.4 Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Article VII is for any reason held to be unenforceable although applicable in accordance with its terms, AMP and the holders of Registrable Shares being registered, as among themselves, shall contribute to the losses, claims, damages, liabilities and expenses described herein, in such proportions so that the portion thereof for which the selling holders shall be responsible shall be limited to the portion determined by a court or the parties to any settlement to be attributable to an untrue statement of a material fact or an omission to state a material fact in a Registration Statement, preliminary, final or summary prospectus, or amendment or supplement thereto in specific reliance upon and in conformity with information furnished to AMP by such holders for use therein, and AMP shall be responsible for the balance, excluding any information provided to AMP by underwriters (subject to any other rights AMP may have against any other selling security holder not a holder of Registrable Shares, the securities of which were included in such Registration Statement, preliminary, final or summary prospectus, amendment or supplement). As among themselves, the holders of Registrable Shares selling securities in such offering shall contribute to amounts payable by other selling holders, if any, in such manner as shall give effect, to the extent permitted by law, to the provisions of this Section 7.4. No Person guilty of "fraudulent misrepresentation" (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. If indemnification is available under this Article VII, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 7.1 and 7.2 hereof without regard to the relative fault of said indemnifying party or the indemnified party or any other equitable consideration provided for in this Section 7.4. ARTICLE VIII MISCELLANEOUS 8.1 Other Registration Rights. AMP shall have the right to (a) grant to any Person the right to require AMP to register on demand any Common Stock or other securities of AMP, subject to the rights of the holders of Registrable Shares under this Agreement, (b) grant to any person "piggyback" or similar registration rights with respect to Common Stock or any other securities of AMP, including piggyback registration rights relating to Demand Registrations, and (c) subject to the rights of the holders of Registrable Shares under this Agreement, include for AMP's own account Common Stock or any other securities of AMP in the Mandatory Registration or any Demand Registration. 8.2 Remedies. No remedy conferred upon any party to this Agreement is intended to be exclusive of any other remedy herein or by law provided or permitted, but each such remedy shall be cumulative or shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Each party hereto agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive, in any action for specific performance, the defense that a remedy at law would be adequate. 8.3 Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers of or consents to departures from the provisions hereof may not be given, except (a) in writing duly signed on behalf of AMP, in the case of amendments, modifications, supplements, waivers or consents sought to be enforced against AMP, or (b) in writing duly signed by the holders of at least a majority of the Registrable Shares then outstanding affected by such amendment, modification, supplement, waiver or consent, in the case of amendments, modifications, supplements, waivers or consents sought to be enforced against the holders of Registrable Shares. 8.4 Notices. All notices required or permitted to be given hereunder shall be in writing and may be delivered by hand, by facsimile, by nationally recognized private courier, or by United States mail. Notices delivered by mail shall be deemed given three (3) business days after being deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. Notices delivered by hand, by facsimile, or by nationally recognized private courier shall be deemed given on the day received (unless such day is a Saturday, Sunday or national holiday, in which case notice shall be deemed given or the next business day); provided, however, that a notice delivered by facsimile shall only be effective if such notice is also delivered by hand, or deposited in the United States mail, postage prepaid, registered or certified mail, on or before two (2) business days after its delivery by facsimile. All notices shall be addressed as follows: if to any of the Stockholders, addressed to: Mr. Harold N. Cotton 11 Chiltern Hill Drive North Worcester, MA 01609 and Mr. Robert Bretholtz 28 Bristol Road West Newton, MA 02165 with a copy to: Goodwin, Proctor & Hoar Exchange Place Boston, MA 02109 Attention: Richard E. Floor, P.C. Telecopier: (617) 523-1231 If to AMP, addressed to: AMP Incorporated P.O. Box 3608 M.S. 176-34 Harrisburg, PA 07105-3608 Attention: Corporate Development Telecopier: (717) 592-6655 and AMP Incorporated P.O. Box 3608 M.S. 176-34 Harrisburg, PA 07105-3608 Attention: Corporate Secretary Telecopier: (717) 780-4022 and/or to such other respective addresses and/or addressees as may be designated by notice given in accordance with the provisions of this Section 8.4. 8.5 Successors and Assigns. (a) This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto; provided, however, that (x) no Stockholder shall have the right to assign or otherwise transfer (whether by operation of law or otherwise) any of the rights granted to such Stockholder under this Agreement, except, subject to compliance with the provisions of Section 8.5(b) hereof, to (i) its stockholders upon the liquidation and dissolution of such Stockholder (ii) the estate of an individual stockholder who is deceased, (iii) a spouse or descendant of an individual stockholder and (iv) a trust primarily for the benefit of an individual stockholder and/or one or more of the persons described in clause (iii) above and (y) the Stockholders and their permitted assigns shall have the right, in the aggregate, to transfer by gift all of a portion of their rights hereunder to a total of five (5) or fewer charitable organizations reasonably satisfactory to AMP (it being understood that any such transfer described in either of clauses (x) or (y) above is referred to herein as a "Permitted Transfer" and any such transferee is referred to herein as a "Permitted Transferee"). Any assignment or transfer contrary to the foregoing restriction shall be void ab initio. (b) Each Permitted Transferee who is not a party to this Agreement prior to a Permitted Transfer, shall execute and deliver, as a condition to such Permitted Transfer, such documents as are reasonably deemed necessary by AMP, in consultation with its counsel, to evidence such Person's joinder in, acceptance of, and agreement with, the obligations of holders of Registrable Shares under this Agreement. 8.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed to be an original, and all of which shall be taken to be one and the same instrument with the same effect as if each of the parties hereto had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon and may be attached to another counterpart of this Agreement identical in form hereto and having attached to it one or more additional signature pages. 8.7 Headings. The section and other headings contained in this Agreement are for convenience only and shall not be deemed to limit, characterize or interpret any provisions of this Agreement. 8.8 Governing Law. This Agreement and the rights of the parties hereunder shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without application of the rules regarding conflicts of law. 8.9 Separability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect so long as the essential purposes of this Agreement are not impaired. 8.10 Entire Agreement. This Agreement contains the entire agreement, and supersedes all prior agreements and understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. IN WITNESS WHEREOF, this Agreement has been signed by each of the parties hereto as of the date first above written. AMP INCORPORATED By: /s/W. J. Hudson Its: Chief Executive Officer and President STOCKHOLDERS: /s/Harold N. Cotton /s/Robert M. Bretholtz LAUREN COTTON TRUST By: /s/Harold N. Cotton Its: Trustee NANCY E. COTTON TRUST By: /s/Harold N. Cotton Its: Trustee BETSY COTTON TRUST By: /s/Harold N. Cotton Its: Trustee /s/Ronnie Bretholtz, as custodian for Jared C. Bretholtz JOSHUA B. BRETHOLTZ GRANTOR TRUST By: /s/Robert M. Bretholtz Its: Trustee EXHIBIT 21 SUBSIDIARIES AND BRANCHES OF AMP INCORPORATED (all wholly owned and included in consolidated results) AMP Cable Assembly Systems, Inc. Wilmington, Delaware AMP Investments, Inc. Wilmington, Delaware Connectware, Inc. Richardson, Texas (Delaware, U.S.A.) M/A-COM, Inc. Lowell, MA The Whitaker Corporation Wilmington, Delaware AMP of Canada, Ltd. Toronto, Canada (Delaware, U.S.A.) AMP S. A. Argentina C.I.Y.F. Buenos Aires, Argentina AMP do Brasil Ltda. Sao Paulo, Brazil AMP de Mexico, S.A. Mexico City, D.F. Mexico AMP Amerex Hermosillo, Mexico AMP Osterreich Handelsgesellschaft m.b.H. Vienna, Austria AMP Belgium Brussels, Belgium (Branch of AMP-Holland B.V.) AMP Czech s.r.o Brno, Czech Republic AMP Danmark Viby, Denmark (Branch of AMP-Holland B.V.) AMP Estonia AS Tallin, Estonia AMP Finland Oy Helsinki, Finland AMP de France S.A. Paris, France Simel S.A. Gevrey-Chambertin, France AMP Export SARL Pontoise, France AMP Deutschland G.m.b.H. Frankfurt, Germany Jitex Elektrovertr. G.m.b.H. Wuppertal, Germany AMP of Great Britain Limited London, England SIMEL (UK) Limited Chencesler, Glos., England AMP Hungary Manufacturing Co. Ltd. Esztergom, Hungary AMP Hungary Trading Co. Ltd. Budapest, Hungary AMP Ireland Limited Dublin, Ireland AMP Interconnection Products Israel, Ltd. Haifa, Israel AMP Italia S.p.A. Torino, Italy AMP Italia Products S.p.A. San Salvo, Italy AMP-Holland B.V. 's-Hertogenbosch, The Netherlands AMP Norge A/S Oslo, Norway AMP Polska Sp.z.o.o. Warsaw, Poland AMP Portugal, Lda. Lisbon, Portugal AMP Slovenia Trading and Manufacturing Ltd. Ljubljana, Slovenia AMP Espanola, S.A. Barcelona, Spain SIMEL Iberica, S.A. Vizcaya, Spain AMP Products South Africa (Proprietary) Limited Johannesburg, South Africa AMP Svenska AB Stockholm, Sweden AMP (Schweiz) A.G. Steinach, Switzerland AMP (Schweiz) Produktions A.G. Steinach, Switzerland Decolletage S.A. St.-Maurice St.-Maurice, Switzerland AMP Shunde Connector, Ltd. Shunde, Peoples Republic of China Australian AMP Pty. Ltd. Sydney, Australia AMP Products Pacific Ltd. Hong Kong AMP India Private Limited Bangalore, India AMP Tools (India) Pvt. Ltd. Cochin, India AMP (Japan), Ltd. Tokyo, Japan AMP Technology Japan Ltd. Tokyo, Japan Carroll Touch International, Ltd. Tokyo, Japan (Delaware, U.S.A.) Businessland Japan Company, Ltd. Tokyo, Japan AMP Korea Limited Seoul, South Korea AMP Manufacturing Korea, Ltd. Seoul, South Korea AMP Products (Malaysia) Sdn. Bhd. Kuala Lumpur, Malaysia New Zealand AMP Ltd. Auckland, New Zealand AMP Philippines, Inc. Manila, Philippines AMP Singapore Pte. Ltd. Singapore AMP Manufacturing Singapore Pte., Ltd. Singapore AMP Taiwan B.V. Taipei, Taiwan (The Netherlands) AMP Manufacturing Taiwan, Ltd. Taipei, Taiwan AMP (Thailand) Limited Bangkok, Thailand AMP Elektrik-Elektronik Baglanti Sistemleri Ticaret Limited Sirketi Istanbul, Turkey EXHIBIT 5 March 25, 1996 AMP Incorporated 470 Friendship Road Harrisburg, Pennsylvania 17111 Re: AMP Incorporated Registration Statement on Form S-3 filed March 25, 1996 (the "Registration Statement") Gentlemen: I am Associate General Legal Counsel of AMP Incorporated, a Pennsylvania corporation (the "Company"). This opinion is being furnished to you in connection with the above-referenced Registration Statement. I have examined the Restated Articles of Incorporation of the Company, its By-Laws, as amended, minutes of meetings of stockholders and directors and such other records and documents as I consider necessary for the purposes of rendering this opinion. In my opinion: The 729,463 shares of Common Stock of the Company covered by the Registration Statement have been legally issued and are fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to me under the caption "Legal Matters" in the Prospectus contained therein. Very truly yours, David F. Henschel Associate General Legal Counsel EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 16, 1996 incorporated by reference in AMP Incorporated's Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Philadelphia, PA March 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----