8-K

 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 02549

                            -----------------------

                                   FORM 8-K

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  June 30, 1995



                               AMP INCORPORATED
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            (Exact name of registrant as specified in its charter)


                                 Pennsylvania
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                (State or other jurisdiction of incorporation)


            1-4235                                      23-033-2575
- ---------------------------------            ---------------------------------
    (Commission File Number)                 (IRS Employer Identification No.)


P.O. Box 3608, Harrisburg, Pennsylvania                  17105-3608
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(Address of principal executive offices)                 (Zip Code)



                                (717) 564-0100
                         -----------------------------
                         Registrant's Telephone Number



 
Item 5. Other Events
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      Pursuant to Form 8-K, General Instruction F, Registrant hereby
incorporates by reference the press releases attached hereto as Exhibit 99.


Item 7. Financial Statements and Exhibits
        ---------------------------------

        Exhibit No.                      Description
        -----------                      -----------
            99                           Registrant's Press 
                                         Releases dated June 30, 1995.

                                      -2-

 
                                   SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                              AMP INCORPORATED


 Dated:    June 30, 1995                  By: /s/ William J. Hudson
                                              ---------------------------------
                                              Name: William J. Hudson
                                              Title: Chief Executive Officer 
                                                     and President

                                      -3-

EX-99

  
 
                                                                      EXHIBIT 99
                     AMP INCORPORATED, M/A-COM CLOSE MERGER

Harrisburg, PA, June 30, 1995 -- Shareholders of M/A-COM, Inc. today approved a
merger proposal with AMP Incorporated, the world's leading supplier of
electrical and electronic components and systems. The vote took place at a
special meeting of M/A-COM shareholders in Lowell, MA. Thereafter the merger was
completed.

      The merger was approved as an exchange of stock, with M/A-COM shareholders
receiving .280 AMP common shares for each M/A-COM share. As of the record date
of May 19, there were 26,715,355 shares of M/A-COM common stock outstanding. The
exchange is structured as a tax-free reorganization for federal income tax
purposes and as a pooling of interests for accounting purposes.

      M/A-COM and AMP announced a definitive merger agreement on March 10, 1995.
On a pro forma basis the combined sales of both companies in 1994 was
approximately $4.4 billion.

      The Lowell, MA-Based M/A-COM, a supplier of high performance
interconnection components for wireless applications, is retaining its name as a
wholly-owned subsidiary of AMP under the company's newly formed AMP Global
Wireless Products Group.

      Richard P. Clark, a member of AMP's mergers and acquisitions team, has
been named divisional vice president of the wireless products group and
president and chief executive officer of M/A-COM, effective immediately. He
reports to AMP CEO William Hudson.

      At the shareholder meeting former M/A-COM Chairman, President and Chief
Executive Officer Dr. Thomas Vanderslice announced his resignation from the
company.

      The merger is designed to enhance AMP's presence in the high-growth market
for advanced wireless communications and to provide a full range of
complementary products and services to the wireless industry.

 
  "We welcome the addition of M/A-COM talent and technology to AMP," said
William J. Hudson, chief executive officer and president of AMP. "With the
number of emerging wireless applications and technologies there are tremendous
opportunities for growth. The merger speeds our ability to offer a full range of
products in this high-growth market."

      For the second quarter ended April 1, 1995, M/A-COM reported $93 million
sales and 2 cents/share earnings. AMP reported for its first quarter ended March
31, 1995 record sales of $1.2 billion and record earning of 50 cents. Second
quarter sales are projected to be up 25 percent to a new high of $1.25 billion
from $1 billion a year ago. Earnings are anticipated to be up over 20 percent to
55 cents from 46 cents a year ago. For the entire year for both companies
analyst consensus earnings estimates are in the $2.10-$2.20/share range on sales
over $5 billion.

      M/A-COM serves major equipment manufacturers in the wireless, microwave
and radio frequency arenas. Product lines include discrete semiconductors,
integrated circuits, multi-function assemblies, cables, connectors and antennas.
M/A-COM's customer base is a subset of the same customers that AMP serves with
interconnect solutions worldwide, Hudson said.

      Harrisburg, Pa.-based AMP serves customers in a variety of industries
including automotive, consumer goods, networking and telecommunications. With
more than 31,000 employees in 38 countries, AMP in 1994 recorded sales of more
than $4 billion. AMP common stock is traded on the New York Stock Exchange under
the symbol "AMP".

                              M/A-COM/AMP MERGER:
                      HIGH TECH, HIGH GROWTH, HIGH PROFIT

Harrisburg, PA, June 30, 1995 -- The addition of M/A-COM Inc. will significantly
advance the capabilities of AMP Incorporated, the world's leading supplier of
electronic connectors and interconnection systems, in the fast-growing area of
advanced wireless communications, the head of AMP Incorporated said today
following the closing of the merger.

      William J. Hudson, chief executive officer and president of AMP, said that
AMP will accelerate its efforts in the wireless

 
equipment arena. "Consistent with our long-term strategies, M/A-COM will help us
broaden our product offerings to serve a wide base of the global wireless
market," explained Hudson.

      Prior to the acquisition, M/A-COM was the world's largest independent
designer and manufacturer of RF, microwave and millimeter wave semiconductors,
components and subsystems. It manufactures parts for cellular phones, base
stations and handheld bar-code scanners, semiconductors, antennas, integrated
circuits and products for microwave -- and counts among its customers most of
the world's leading telecommunications suppliers.

      "The potential for growth is what drew AMP to M/A-COM," Hudson said. "We
want a high-tech, high-growth investment that's growing faster than the
connector market. The wireless market will grow enormously this year -- and the
possibilities with emerging wireless technologies are tremendous.

      "Increasingly AMP is by design an interconnection systems and solutions
provider as well as a parts manufacturer. We're a major participant in building
infrastructure for many industries. M/A-COM will be a valuable asset in AMP's
communications market, enabling us to offer our customers coaxial as well as
fiber, wired as well as wireless," he explained.

      Richard P. Clark, a 25-year AMP veteran, has been appointed chief
executive officer at M/A-COM. He heads AMP's newly formed Global Wireless
Products Group. "We want to become the world's leading edge wireless supplier.
With AMP's resources and M/A-COM's technology, we will meet our goal," Clark
said.

      Clark pointed out that M/A-COM's microelectronics division is a world-
class operation in both engineering and manufacturing. "In addition, the
combination of M/A-COM's antenna and cable offerings with AMP's extensive
terminal and connector product lines will be a boon to customers seeking broader
interconnect solutions," he added.

 
                 CLARK APPOINTED PRESIDENT AND CEO OF M/A-COM

Harrisburg, PA, June 30, 1995 -- A key member of the mergers and acquisitions
team at AMP incorporated has been named president and chief executive officer of
M/A-COM Inc., effective immediately.

      Richard P. Clark was concurrently named divisional vice president to head
the AMP Global Wireless Products Group, the newly formed business unit that
manages the M/A-COM subsidiary operation.

      AMP Incorporated and M/A-COM today announced the closing of a definitive
agreement to merge the two companies after M/A-COM shareholders voted to approve
the merger at a special meeting in Lowell, MA.

      Clark, the former associate director of corporate development, joined AMP
in 1970 and held a number of management positions in development engineering and
connector products. In the late 1980s he served as director of operations and as
director of engineering for AMP's Federal Systems Group.

      In addition, Clark serves as a director of AMP equity companies Broadband
Technologies, Inc. (BBTK) and ADFlex Solutions, Inc. (AFLX). He earned a
bachelor's degree in electrical engineering at the University of Pittsburgh.