SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________to ________________ Commission File Number 1-10879 AMPHENOL CORPORATION (Exact name of Registrant as specified in its Charter) Delaware 22-2785165 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 358 Hall Avenue, Wallingford, Connecticut 06492 203-265-8900 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Indicate by check mark whether the Registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of April 1, 1999, the total number of shares outstanding of Class A Common Stock was 17,863,504. There are no shares outstanding of Class B Common Stock.
AMPHENOL CORPORATION Index to Quarterly Report on Form 10-Q <TABLE> <CAPTION> Page ---- <S> <C> Part I Financial Information Item 1. Financial Statements: Condensed Consolidated Balance Sheet March 31, 1999 and December 31, 1998 3 Condensed Consolidated Statement of Income Three months ended March 31, 1999 and 1998 5 Condensed Consolidated Statement of Changes in Shareholders' Deficit Three months ended March 31, 1999 6 Condensed Consolidated Statement of Changes in Shareholders' Deficit Three months ended March 31, 1998 7 Condensed Consolidated Statement of Cash Flow Three months ended March 31, 1999 and 1998 8 Notes to Condensed Consolidated Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 15 Part II Other Information Item 1. Legal Proceedings 16 Item 2. Changes in Securities 16 Item 3. Defaults upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Security-Holders 16 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 Signatures 20 </TABLE>
Part I. Financial Information Item 1. Financial Statements AMPHENOL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (dollars in thousands) <TABLE> <CAPTION> March 31, December 31, 1999 1998 ------------ ------------ (Unaudited) A S S E T S <S> <C> <C> Current Assets: Cash and short-term cash investments......... $ 3,791 $ 3,095 Accounts receivable, less allowance for doubtful accounts of $1,957 and $1,832, respectively................... 97,152 83,065 Inventories.................................. 184,995 184,424 Prepaid expenses and other assets............ 17,541 17,089 -------- -------- Total current assets........................... 303,479 287,673 -------- -------- Land and depreciable assets, less accumulated depreciation of $189,651 and $190,047, respectively.......... 123,359 126,779 Deferred debt issuance costs................... 16,092 16,783 Excess of cost over fair value of net assets acquired.............................. 363,577 360,265 Other assets................................... 14,523 15,901 -------- -------- $821,030 $807,401 ======== ======== </TABLE> See accompanying notes to condensed consolidated financial statements.
AMPHENOL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (dollars in thousands) <TABLE> <CAPTION> March 31, December 31, 1999 1998 ----------- ------------ (Unaudited) <S> <C> <C> LIABILITIES AND SHAREHOLDERS' DEFICIT Current Liabilities: Accounts payable.............................. $ 72,211 $ 67,885 Accrued interest.............................. 16,344 11,306 Other accrued expenses........................ 48,645 43,319 Current portion of long-term debt............. 1,714 1,655 --------- --------- Total current liabilities....................... 138,914 124,165 --------- --------- Long-term debt.................................. 946,870 952,469 Deferred taxes and other liabilities............ 24,072 23,024 Shareholders' Deficit: Common stock.................................. 18 18 Additional paid-in deficit.................... (499,883) (499,928) Accumulated earnings.......................... 223,100 214,861 Accumulated other comprehensive loss.......... (12,061) (7,208) --------- --------- Total shareholders' deficit..................... (288,826) (292,257) --------- --------- $ 821,030 $ 807,401 ========= ========= </TABLE> See accompanying notes to condensed consolidated financial statements.
AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) (dollars in thousands, except per share data) <TABLE> <CAPTION> Three months ended March 31, ---------------------- 1999 1998 -------- -------- <S> <C> <C> Net sales....................................... $ 237,164 $ 228,541 Costs and expenses: Cost of sales, excluding depreciation and amortization............................. 157,289 149,069 Depreciation and amortization expense......... 6,885 5,405 Selling, general and administrative expense... 34,262 32,684 Amortization of goodwill...................... 3,078 2,828 ----------- ----------- Operating income................................ 35,650 38,555 Interest expense................................ (19,812) (20,302) Other expenses, net............................. (1,233) (1,079) ----------- ----------- Income before income taxes...................... 14,605 17,174 Provision for income taxes...................... 6,366 7,501 ----------- ----------- Net income...................................... $ 8,239 $ 9,673 =========== =========== Net income per common share..................... $ .46 $ .55 =========== =========== Average common shares outstanding............... 17,862,341 17,533,799 =========== =========== Net income per common share assuming dilution............................. $ .46 $ .54 =========== =========== Average common shares outstanding assuming dilution............................. 18,031,325 17,941,716 =========== =========== </TABLE> See accompanying notes to condensed consolidated financial statements.
AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT for the three months ended March 31, 1999 (Unaudited) (dollars in thousands) <TABLE> <CAPTION> Accumulated Additional Other Total Common Paid-in Comprehensive Accumulated Comprehensive Shareholders' Stock Deficit Income Earnings Loss Deficit -------- -------- -------- -------- -------- -------- <S> <C> <C> <C> <C> <C> <C> Beginning balance at December 31, 1998........... $18 $(499,928) $214,861 $(7,208) $(292,257) Comprehensive income: Net income..................... [ $ 8,239 ] 8,239 8,239 ------- Other comprehensive loss, net of tax: Foreign currency translation adjustment................. (4,853) (4,853) (4,853) ------- Comprehensive income............. [ $ 3,386 ] ======= Other adjustments................ 45 45 --- --------- -------- -------- --------- Ending balance at March 31, 1999. $18 $(499,883) $223,100 $(12,061) $(288,826) === ========= ======== ======== ========= </TABLE> See accompanying notes to condensed consolidated financial statements.
AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT for the three months ended March 31, 1998 (Unaudited) (dollars in thousands) <TABLE> <CAPTION> Accumulated Additional Other Total Common Paid-in Comprehensive Accumulated Comprehensive Shareholders' Stock Deficit Income Earnings Loss Deficit -------- -------- -------- -------- -------- -------- <S> <C> <C> <C> <C> <C> <C> Beginning balance at December 31, 1997........... $18 $(511,582) $178,351 $(9,912) $(343,125) Comprehensive income: Net income..................... [ $ 9,673 ] 9,673 9,673 ------- Other comprehensive loss, net of tax: Foreign currency translation adjustment................. (1,332) (1,332) (1,332) ------- Comprehensive income............. [ $ 8,341 ] ======= Other adjustments................ 40 40 --- --------- -------- -------- --------- Ending balance at March 31, 1998. $18 $(511,542) $188,024 $(11,244) $(334,744) === ========= ======== ======== ========= </TABLE> See accompanying notes to condensed consolidated financial statements.
AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited) (dollars in thousands) <TABLE> <CAPTION> Three Months Ended March 31, ---------------------- 1999 1998 -------- -------- <S> <C> <C> Net income....................................... $ 8,239 $ 9,673 Adjustments for cash from operations: Depreciation and amortization.................. 9,963 8,233 Amortization of deferred debt issuance costs... 691 686 Net change in non-cash components of working capital............................... (6,365) (3,793) ------- ------- Cash flow provided by operations................. 12,528 14,799 ------- ------- Cash flow from investing activities: Capital additions, net......................... (5,595) (7,569) Investment in acquisition...................... (1,416) - ------- ------- Cash flow used by investing activities........... (7,011) (7,569) ------- ------- Cash flow from financing activities: Net change in borrowings under revolving credit facilities.......................... (4,821) (855) Decrease in long-term debt..................... - (5,000) ------- ------- Cash flow used by financing activities........... (4,821) (5,855) ------- ------- Net change in cash and short-term cash investments............................... 696 1,375 Cash and short-term cash investments balance, beginning of period................... 3,095 4,713 ------- ------- Cash and short-term cash investments balance, end of period......................... $ 3,791 $ 6,088 ======= ======= Cash paid during the period for: Interest....................................... $14,058 $12,674 Income taxes (refunded) paid, net.............. (110) 3,653 </TABLE> See accompanying notes to condensed consolidated financial statements.
AMPHENOL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) Note 1 - Principles of Consolidation and Interim Financial Statements - --------------------------------------------------------------------- The condensed consolidated balance sheet as of March 31, 1999 and December 31, 1998, and the related condensed consolidated statements of income and of changes in shareholders' deficit and of cash flow for the three months ended March 31, 1999 and 1998 include the accounts of the Company and its subsidiaries. The interim financial statements included herein are unaudited. In the opinion of management all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such interim financial statements have been included. The results of operations for the three months ended March 31, 1999 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements and notes included in the Company's 1998 Annual Report on Form 10-K. Note 2 - Inventories - -------------------- Inventories consist of: <TABLE> <CAPTION> March 31, December 31, 1999 1998 --------- ------------ (Unaudited) <S> <C> <C> Raw materials and supplies......... $ 26,233 $ 24,806 Work in process.................... 115,924 114,035 Finished goods..................... 42,838 45,583 -------- -------- $184,995 $184,424 ======== ======== </TABLE> Note 3 - Reportable Business Segments (Unaudited) - ------------------------------------------------- The Company has two reportable business segments: interconnect products and assemblies and cable products. The interconnect products and assemblies segment produces connectors and connector assemblies primarily for the communications, aerospace, industrial and automotive markets. The cable products segment produces coaxial and flat ribbon cable primarily for communication markets, including cable television. The Company evaluates the performance of business units on, among other things, profit or loss from operations before interest expense, goodwill and other intangible amortization expense, headquarters' expense allocations, income taxes and nonrecurring gains and losses. The Company's reportable segments are an aggregation of business units that have similar production processes and products. The segment results for the three
months ended March 31, 1999 and 1998 are as follows: <TABLE> <CAPTION> Interconnect products Cable and assemblies products Total ---------------- ---------------- ---------------- 1999 1998 1999 1998 1999 1998 ------ ------ ------ ------ ------ ------ <S> <C> <C> <C> <C> <C> <C> Net sales - external........ $178,008 $178,327 $59,156 $50,214 $237,164 $228,541 - intersegment.... 156 140 2,150 1,605 2,306 1,745 Segment operating income............ 29,623 36,153 10,910 7,164 40,533 43,317 </TABLE> Reconciliation of segment operating income to consolidated income before taxes for the three months ended March 31, 1999 and 1998: <TABLE> <CAPTION> 1999 1998 ------ ------ <S> <C> <C> Segment operating income....... $ 40,533 $ 43,317 Amortization of goodwill....... (3,078) (2,828) Interest expense............... (19,812) (20,302) Headquarters' expense and other net expenses........... (3,038) (3,013) -------- -------- Consolidated income before income taxes................. $ 14,605 $ 17,174 ======== ======== </TABLE> Note 4 - Commitments and Contingencies - -------------------------------------- In the course of pursuing its normal business activities, the Company is involved in various legal proceedings and claims. Management does not expect that amounts, if any, which may be required to be paid by reason of such proceedings or claims will have a material effect on the Company's financial condition or results of operations. Subsequent to the acquisition of Amphenol from Allied Signal Corporation ("Allied") in 1987, Amphenol and Allied have been named jointly and severally liable as potentially responsible parties in relation to several environmental cleanup sites. Amphenol and Allied have jointly consented to perform certain investigations and remedial and monitoring activities at two sites and they have been jointly ordered to perform work at another site. The responsibility for costs incurred relating to these sites is apportioned between Amphenol and Allied based on an agreement entered into in connection with the acquisition. For sites covered by this agreement, to the extent that conditions or circumstances occurred or existed at the time of or prior to the acquisition, Allied is currently obligated to pay 80% of the costs up to $30,000 and 100% of the costs in excess of $30,000. Management does not believe that the costs associated with resolution of these or any other environmental matters will have a material adverse effect on the Company's financial condition or results of operations.
A subsidiary of the Company has an agreement with a financial institution whereby the subsidiary can sell an undivided interest of up to $60,000 in a designated pool of qualified accounts receivable. The agreement expires in 2004. Under the terms of the agreement, new receivables are added to the pool as collections reduce previously sold accounts receivable. The Company services, administers and collects the receivables on behalf of the purchaser. Fees payable to the purchaser under this agreement are equivalent to rates afforded high quality commercial paper issuers plus certain administrative expenses and are included in other expenses, net, in the accompanying Consolidated Statement of Income. The agreement contains certain covenants and provides for various events of termination. In certain circumstances the Company is contingently liable for the collection of the receivables sold; management believes that its allowance for doubtful accounts is adequate to absorb the expense of any such liability. At March 31, 1999 and December 31, 1998, approximately $60,000 in receivables were sold under the agreement and are therefore not reflected in the accounts receivable balance in the accompanying Condensed Consolidated Balance Sheet at those dates.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in thousands, except per share data) Results of Operations - --------------------- Three months ended March 31, 1999 compared to three months ended March 31, 1998 - ------------------------------------------------------------------------------- Net sales increased approximately 4% to $237,164 in the first quarter of 1999 compared to sales of $228,541 for the same period in 1998. The increase is primarily attributable to increased sales of coaxial cable for cable television applications. Increased sales of interconnect products for communications applications were offset by declines in sales of interconnect products for aerospace and industrial applications such that overall sales of interconnect products were flat with the prior year. Currency translation had the effect of increasing sales in the first quarter 1999 by approximately $1.5 million when compared to exchange rates for the 1998 period. The gross profit margin as a percentage of net sales (including depreciation in cost of sales) was 31% for the three months ended March 31, 1999 compared to 33% for the 1998 period. The decrease in the gross profit margin is generally attributable to changes in product mix. Selling, general and administrative expenses as a percentage of net sales remained constant at approximately 14% for the three months ended March 31, 1999 compared to the 1998 period. Interest expense for the first quarter of 1999 was $19,812 compared to $20,302 for the first quarter of 1998. The decrease is primarily attributable to lower interest rates on the Company's term loan facility for the three months ended March 31, 1999 compared to the 1998 period. The provision for income taxes for the three months ended March 31, 1999 was $6,366 compared to $7,501 in 1998. The 1999 estimated effective tax rate of approximately 44% reflects federal, state and foreign taxes and non-deductible goodwill amortization. Liquidity and Capital Resources - ------------------------------- Cash provided by operating activities was $12,528 in the quarter ended March 31, 1999 compared to $14,799 in the 1998 period. The decrease in cash flow relates primarily to a net increase in non-cash components of working capital. Cash from operating activities in 1999 and 1998 was used to fund capital expenditures of $5,595 and $7,569, and to repay indebtedness of $4,821 and $5,855, respectively. In conjunction with a Merger and Recapitalization in 1997, the Company entered into a $900 million Bank Agreement with a syndicate of financial institutions, comprised of a $150 million revolving credit facility that expires in the year 2004 and a $750 million term loan facility. The term loan facility includes a $350 million Tranche A maturing over a 7 year period ending 2004, and a $375 million Tranche B with required amortization in 2005 and 2006.
The credit agreement is secured by pledges of 100% of the capital stock of the Company's direct domestic subsidiaries and 65% of the capital stock of direct material foreign subsidiaries, and the agreement requires the maintenance of certain interest coverage and leverage ratios, and includes limitations with respect to, among other things, indebtedness, and restricted payments, including dividends on the Company's common stock. At March 31, 1999 there were $680 million of borrowings outstanding under the term loan facility. Availability under the revolving credit facility at March 31, 1999 was $131,782, after reduction of $3,718 for outstanding letters of credit. In July 1997, the Company entered into interest rate protection agreements that effectively fixed the Company's interest cost on $450 million of borrowings under the Bank Agreement to the extent that LIBOR interest rates remain below 7% for $300 million of borrowings and below 8% for $150 million of borrowings. The Company's EBITDA as defined in the Bank Agreement was $47.2 million and $47.5 million for the three months ended March 31, 1999 and 1998, respectively. EBITDA is not a defined term under Generally Accepted Accounting Principles (GAAP) and is not an alternative to operating income or cash flow from operations as determined under GAAP. The Company believes that EBITDA provides additional information for determining its ability to meet future debt service requirements; however, EBITDA does not reflect cash available to fund cash requirements. The Company's primary ongoing cash requirements will be for debt service, capital expenditures and product development activities. The Company's debt service requirements consist primarily of principal and interest on bank borrowings and interest on Senior Subordinated Notes due 2007. The Company has not paid, and does not have any present intention to commence payment of, cash dividends on its Common Stock. The Company expects that ongoing requirements for debt service, capital expenditures and product development activities will be funded by internally-generated cash flow and availability under the Company's revolving credit facility. The Company may also use cash to fund part or all of the cost of future acquisitions. Environmental Matters - --------------------- Subsequent to the acquisition of Amphenol from Allied Signal Corporation in 1987, Amphenol and Allied have been named jointly and severally liable as potentially responsible parties in relation to several environmental cleanup sites. Amphenol and Allied have jointly consented to perform certain investigations and remedial and monitoring activities at two sites and they have been jointly ordered to perform work at another site. The responsibility for costs incurred relating to these sites is apportioned between Amphenol and Allied based on an agreement entered into in connection with the acquisition. For sites covered by this agreement, to the extent that conditions or circumstances occurred or existed at the time of or prior to the acquisition, Allied is currently obligated to pay 80% of the costs up to $30,000 and 100% of the costs in excess of $30,000. Management does not believe that the costs associated with resolution of these or any other environmental matters will have a material adverse effect on the Company's financial condition or results of operations.
Recent Accounting Change - ------------------------ In June 1998 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 (FAS 133), "Accounting for Derivative Instruments and Hedging Activities." This statement requires that an entity recognize all derivatives as either assets or liabilities in the Statement of Financial Position and measure those instruments at fair value. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and its resulting designation. The Company is in the process of evaluating the effect this new standard will have on the Company's financial statements. The Company is required to adopt FAS 133 beginning January 1, 2000. Information Systems and the Year 2000 - ------------------------------------- The Year 2000 issue is primarily the result of computer programs using a two digit format, as opposed to four digits, to indicate the year. Such computer systems will be unable to interpret dates beyond the year 1999, which could cause a system failure or other computer errors, leading to a disruption in the operation of such systems. In 1996, the Company began a systematic review of all of its business information systems to ensure that the systems now in use worldwide will be Year 2000 compliant before the turn of the century. The Company has established a Year 2000 Program Management Group to provide overall guidance and direction for this compliance mission. Communications were initiated to all of the Company's business units focusing on the critical nature of this project and the Program Management Group has continually monitored the progress and status of each business unit. The Program Management Group has focused its efforts on four main areas: (1) information systems software and hardware; (2) non-information technology systems; (3) facilities equipment; and (4) customer and vendor relationships. The Company expects its Year 2000 conversion project to be completed on a timely basis so as to not significantly impact business operations. Based on the assessment efforts to date, the Company does not believe that the Year 2000 issue will have a material adverse effect on its financial condition or results of operations. The Company operates a number of business units worldwide and has a large supplier base and believes that this will mitigate any adverse impact. The Company's beliefs and expectations, however, are based on certain assumptions and expectations that ultimately may prove to be inaccurate. Potential sources of risk include: (a) the inability of principal suppliers to be Year 2000 ready, which could result in delays in product deliveries from such suppliers, (b) disruption of the product distribution channel, including ports and transportation vendors and (c) the general breakdown of necessary infrastructure such as electricity supply. The Company is developing contingency plans to reduce the impact of transactions with non-compliant suppliers and other parties. Although there can be no assurance that multiple business disruptions caused by technology failures can be adequately anticipated, the Company is identifying various alternatives to minimize the potential risk to its business operations. The Company estimates the cost for its Year 2000 compliance efforts to be approximately $3.0 million, including the cost of new systems and system upgrades some of which will be capitalized. The cost is being funded through operating cash flows. The Company's aggregate cost estimate does not include time and costs that may be incurred by the Company as a result of the failure of any third parties, including suppliers, to become Year 2000 ready or costs to implement any contingency plans. Such costs are not anticipated to have a material impact on the Company's financial position, results of operations or cash flows.
Euro Currency Conversion - ------------------------ On January 1, 1999, certain member countries of the European Union established fixed conversion rates between their existing currencies and the European Union's common currency (Euro). The transition period for the introduction of the Euro is between January 1, 1999 and January 1, 2002. The Company is addressing issues associated with the Euro conversion and although the Company cannot predict the overall impact of the Euro conversion at this time, the Company does not expect that the Euro conversion will have a material adverse effect on its financial condition or results of operations. Safe Harbor Statement - --------------------- Statements in this report that are not strictly historical are "forward-looking" statements which should be considered as subject to the many uncertainties that exist in the Company's operations and business environment. These uncertainties which include, among other things, economic and currency conditions, market demand and pricing and competitive and cost factors are set forth in the Company's 1998 Annual Report on Form 10-K. Item 3. Quantitative and Qualitative Disclosures About Market Risk There has been no material change in the Company's assessment of its sensitivity to market risk since its presentation set forth, in item 7a. "Quantitative and Qualitative Disclosures About Market Risk," in its 1998 Annual Report on Form 10-K filed with the SEC.
PART II OTHER INFORMATION Item 1. LEGAL PROCEEDINGS Reference is made to the Company's 1998 Annual Report on Form 10-K, (the "10-K"). Item 2. CHANGES IN SECURITIES None Item 3. DEFAULTS UPON SENIOR SECURITIES None Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS None Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Listing of Exhibits 2.1 Agreement and Plan of Merger dated as of January 23, 1997 between NXS Acquisition Corp. and Amphenol Corporation (incorporated by reference to Current Report on Form 8-K dated January 23, 1997).** 2.2 Amendment, dated as of April 9, 1997, to the Agreement and Plan of Merger between NXS Acquisition Corp. and Amphenol Corporation, dated as of January 23, 1997 (incorporated by reference to the Registration Statement on Form S-4 (registration No. 333-25195) filed on April 15, 1997).** 3.1 Certificate of Merger, dated May 19, 1997 (including Restated Certificate of Incorporation of Amphenol Corporation)(filed as Exhibit 3.1 to the June 30, 1997 10-Q).** 3.2 By-Laws of the Company as of May 19, 1997 - NXS Acquisition Corp. By-Laws (filed as Exhibit 3.2 to the June 30, 1997 10-Q).** 4.1 Indenture between Amphenol Corporation and IBJ Schroeder Bank and Trust Company, as Trustee, dated as of May 19, 1997, relating to Senior Subordinated Notes due 2007 (filed as Exhibit 4.1 to the June 30, 1997 10-Q).** * Filed herewith ** Previously filed
10.1 Amended and Restated Receivables Purchase Agreement dated as of May 19, 1997 among Amphenol Funding Corp., the Company, Pooled Accounts Receivable Capital Corporation and Nesbitt Burns Securities, Inc., as Agent (filed as Exhibit 10.1 to the June 30, 1997 10-Q).** 10.2 Amended and Restated Purchase and Sale Agreement dated as of May 19, 1997 among the Originators named therein, Amphenol Funding Corp. and the Company (filed as Exhibit 10.2 to the June 30, 1997 10-Q).** 10.3 Credit Agreement dated as of May 19, 1997 among the Company, Amphenol Holding UK, Limited, Amphenol Commercial and Industrial UK, Limited, the Lenders listed therein, The Chase Manhattan Bank, as Syndication Agent, the Bank of New York, as Documentation Agent and Bankers Trust Company, as Administrative Agent and Collateral Agent (filed as Exhibit 10.3 to the June 30, 1997 10-Q).** 10.4 1997 Amphenol Incentive Plan (filed as Exhibit 10.13 to the 1996 10-K).** 10.5 1998 Amphenol Incentive Plan (filed as Exhibit 10.5 to the December 31, 1997 10-K).** 10.6 1999 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31, 1998 10-K).** 10.7 Pension Plan for Employees of Amphenol Corporation as amended and restated effective December 31, 1997 (filed as Exhibit 10.7 to the December 31, 1998 10-K).** 10.8 First amendment to the Pension Plan for Employees of Amphenol Corporation dated October 1, 1998 (filed as Exhibit 10.8 to the December 31, 1998 10-K).** 10.9 Second amendment to the Pension Plan for Employees of Amphenol Corporation dated February 4, 1999 (filed as Exhibit 10.9 to the December 31, 1998 10-K).** 10.10 Amphenol Corporation Supplemental Employee Retirement Plan formally adopted effective January 25, 1996 (filed as Exhibit 10.18 to the 1996 10-K).** 10.11 LPL Technologies Inc. and Affiliated Companies Employee Savings/401(k) Plan, dated and adopted January 23, 1990 (filed as Exhibit 10.19 to the 1991 Registration Statement).** 10.12 Management Agreement between the Company and Dr. Martin H. Loeffler, dated July 28, 1987 (filed as Exhibit 10.7 to the 1987 Registration Statement).** 10.13 Amphenol Corporation Directors' Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 10-K).** 10.14 Agreement and Plan of Merger among Amphenol Acquisition Corporation, Allied Corporation and the Company, dated April 1, 1987, and the Amendment thereto dated as of May 15, 1987 (filed as Exhibit 2 to the 1987 Registration Statement).** * Filed herewith ** Previously filed
10.15 Settlement Agreement among Allied Signal Inc., the Company and LPL Investment Group, Inc. dated November 28, 1988 (filed as Exhibit 10.20 to the 1991 Registration Statement).** 10.16 Registration Rights Agreement dated as of May 19, 1997, among NXS Acquisition Corp., KKR 1996 Fund L.P., NXS Associates L.P., KKR Partners II, L.P. and NXS I, L.L.C. (filed as Exhibit 99.5 to Schedule 13D, Amendment No. 1, relating to the beneficial ownership of shares of the Company's Common Stock by NXS I, L.L.C., KKR 1996 Fund, L.P., KKR Associates (1996) L.P., KKR 1996 GP LLC, KKR Partners II, L.P., KKR Associates L.P., NXS Associates L.P., KKR Associates (NXS) L.P., and KKR-NXS L.L.C. dated May 27, 1997).** 10.17 Management Stockholders' Agreement entered into as of May 19, 1997 between the Company and Martin H. Loeffler (filed as Exhibit 10.13 to the June 30, 1997 10-Q).** 10.18 Management Stockholders' Agreement entered into as of May 19, 1997 between the Company and Edward G. Jepsen (filed as Exhibit 10.14 to the June 30, 1997 10-Q.)** 10.19 Management Stockholders' Agreement entered into as of May 19, 1997 between the Company and Timothy F. Cohane (filed as Exhibit 10.15 to the June 30, 1997 10-Q).** 10.20 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.16 to the June 30, 1997 10-Q).** 10.21 Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.19 to the June 30, 1998 10-Q).** 10.22 Non-Qualified Stock Option Agreement between the Company and Martin H. Loeffler dated as of May 19, 1997 (filed as Exhibit 10.17 to the June 30, 1997 10-Q).** 10.23 Non-Qualified Stock Option Agreement between the Company and Edward G. Jepsen dated as of May 19, 1997 (filed as Exhibit 10.18 to the June 30, 1997 10-Q).** 10.24 Non-Qualified Stock Option Agreement between the Company and Timothy F. Cohane dated as of May 19, 1997 (filed as Exhibit 10.19 to the June 30, 1997 10-Q).** 10.25 First Amendment to Amended and Restated Receivables Purchase Agreement dated as of September 26, 1997 (filed as Exhibit 10.20 to the September 30, 1997 10-Q).** 10.26 Canadian Purchase and Sale Agreement dated as of September 26, 1997 among Amphenol Canada Corp., Amphenol Funding Corp. and Amphenol Corporation, individually and as the initial servicer (filed as Exhibit 10.21 to the September 30, 1997 10-Q).** * Filed herewith ** Previously filed
10.27 Amended and Restated Credit Agreement dated as of October 3, 1997 among the Company, Amphenol Holding UK, Limited, Amphenol Commercial and Industrial UK, Limited, the Lenders listed therein, The Chase Manhattan Bank, as Syndication Agent, the Bank of New York, as Documentation Agent and Bankers Trust Company, as Administrative Agent and Collateral Agent (filed as Exhibit 10.22 to the September 30, 1997 10-Q).** 10.28 First Amendment dated as of May 1, 1998 to the Amended and Restated Credit Agreement dated as of October 3, 1997 among the Company, Amphenol Holding UK, Limited, Amphenol Commercial and Industrial UK, Limited, the Lenders listed therein, The Chase Manhattan Bank, as Syndication Agent, the Bank of New York, as Documentation Agent and Bankers Trust Company, as Administrative Agent and Collateral Agent (filed as Exhibit 10.25 to the March 31, 1998 10-Q).** 27 Financial Data Schedule.* (b) Reports filed on Form 8-K There were no reports on Form 8-K filed for or during the first quarter ended March 31, 1999. * Filed herewith ** Previously filed
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMPHENOL CORPORATION DATE: May 14, 1999 /s/ Edward G. Jepsen --------------- ------------------------------ Edward G. Jepsen Executive Vice President and Chief Financial Officer