-----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, MMHakQGg5MfPCmFmsPiatICO4IOoFOsXoHdYeNrxqROfrxh10SXrICqT9yP3MbcT swmK3eZbKi7qZEOo9KSe+Q== 0000919916-96-000021.txt : 19960507 0000919916-96-000021.hdr.sgml : 19960507 ACCESSION NUMBER: 0000919916-96-000021 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960506 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/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-02045 FILM NUMBER: 96556702 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/A 1 As filed with the Securities and Exchange Commission on May 6, 1996 Registration No.333-2045 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 3 to 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 470 Friendship Road 23-033-2575 jurisdiction of Harrisburg, Pennsylvania (I.R.S. incorporation or 17111 Employer organization) (717) 564-0100 Identification (Address, including zip code, No.) and telephone number, including area code, of registrant's principal executive offices) 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: 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: / / 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. 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 6th day of May, 1996. AMP INCORPORATED By: /s/ David F. Henschel David F. Henschel Corporate Secretary 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 May 6, 1996. Signature Capacity James E. Marley* Chairman of the Board and a Director William J. Hudson* Chief Executive Officer and President and a Director (Principal Executive Officer) Robert Ripp* Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) William S. Urkiel, Jr.* Controller Dexter F. Baker* Director Director Ralph D. DeNunzio II-9 Barbara H. Franklin* Director Joseph M. Hixon* Director Harold A. McInnes* Director Jerome J. Meyer* Director John C. Morley* Director Walter F. Raab* Director Paul G. Schloemer* Director Takeo Shiina* Director * By: /s/ David F. Henschel David F. Henschel Attorney-in-Fact II-10 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 was included on page II-6 of the registration statement filed on March 26, 1996. II-11 *99. Registration Rights Agreement dated as of February 28, 1996 between the Company and each of the Selling Shareholders. ____________________________ *Previously filed. II-12 EX-23 2 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. /s/ Arthur Andersen LLP Philadelphia, PA May 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----