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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, 2001
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 (I.R.S. Employer
of
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 28, 2001, the total number of shares outstanding of Class A
Common Stock was 41,688,798.
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AMPHENOL CORPORATION
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
PAGE
--------
Part I Financial Information
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet March 31, 2001 and
December 31, 2000......................................... 3
Condensed Consolidated Statement of Income three months
ended March 31, 2001 and 2000............................. 4
Condensed Consolidated Statement of Changes in Shareholders'
Equity three months ended March 31, 2001.................. 5
Condensed Consolidated Statement of Changes in Shareholders'
Deficit three months ended March 31, 2000................. 6
Condensed Consolidated Statement of Cash Flow three months
ended March 31, 2001 and 2000............................. 7
Notes to Condensed Consolidated Financial Statements........ 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 10
Item 3. Quantitative and Qualitative Disclosures About Market
Risk...................................................... 12
Part II Other Information
Item 1. Legal Proceedings........................................... 13
Item 2. Changes in Securities....................................... 13
Item 3. Defaults upon Senior Securities............................. 13
Item 4. Submission of Matters to a Vote of Security-Holders......... 13
Item 5. Other Information........................................... 13
Item 6. Exhibits and Reports on Form 8-K............................ 13
Signatures................................................................ 16
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
MARCH 31, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
ASSETS
Current Assets:
Cash and short-term cash investments...................... $ 21,973 $ 24,585
Accounts receivable, less allowance for doubtful accounts
of $2,996 and $3,044, respectively...................... 133,839 170,222
Inventories............................................... 206,918 197,626
Prepaid expenses and other assets......................... 17,951 20,237
--------- ----------
Total current assets........................................ 380,681 412,670
--------- ----------
Land and depreciable assets, less accumulated depreciation
of $237,266 and $228,999, respectively.................... 160,263 160,985
Deferred debt issuance costs................................ 7,474 8,030
Excess of cost over fair value of net assets
acquired--net............................................. 409,494 411,182
Other assets................................................ 11,960 11,455
--------- ----------
$ 969,872 $1,004,322
========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable.......................................... $ 111,225 $ 122,010
Accrued interest.......................................... 12,023 10,731
Accrued salaries, wages and employee benefits............. 29,071 32,585
Other accrued expenses.................................... 37,846 49,083
Current portion of long-term debt......................... 1,939 28,130
--------- ----------
Total current liabilities................................... 192,104 242,539
--------- ----------
Long-term debt.............................................. 700,185 700,216
Deferred taxes and other liabilities........................ 33,985 32,333
Shareholders' Equity:
Common stock.............................................. 42 42
Additional paid-in deficit................................ (305,404) (305,464)
Accumulated earnings...................................... 386,891 358,386
Accumulated other comprehensive loss...................... (37,931) (23,730)
--------- ----------
Total shareholders' equity.................................. 43,598 29,234
--------- ----------
$ 969,872 $1,004,322
========= ==========
See accompanying notes to condensed consolidated financial statements.
3
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
-------------------------
2001 2000
----------- -----------
Net sales................................................... $ 316,672 $ 300,049
Costs and expenses:
Cost of sales, excluding depreciation and amortization.... 199,501 197,176
Depreciation and amortization expense..................... 8,151 7,039
Selling, general and administrative expense............... 43,988 41,873
Amortization of goodwill.................................. 3,514 3,275
----------- -----------
Operating income............................................ 61,518 50,686
Interest expense............................................ (14,210) (15,843)
Other expenses, net......................................... (1,938) (1,904)
----------- -----------
Income before income taxes.................................. 45,370 32,939
Provision for income taxes.................................. (16,865) (12,675)
----------- -----------
Net income.................................................. $ 28,505 $ 20,264
=========== ===========
Net income per common share -- Basic........................ $ .68 $ .49
=========== ===========
Average common shares outstanding......................... 41,686,908 41,465,756
=========== ===========
Net income per common share-Diluted......................... $ .67 $ .48
=========== ===========
Average common shares outstanding......................... 42,720,779 42,580,344
=========== ===========
See accompanying notes to condensed consolidated financial statements.
4
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(UNAUDITED)
(DOLLARS IN THOUSANDS)
ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID-IN COMPREHENSIVE ACCUMULATED COMPREHENSIVE SHAREHOLDERS'
STOCK DEFICIT INCOME EARNINGS LOSS EQUITY
-------- ---------- ---------------- ----------- ------------- -------------
Beginning balance at
December 31, 2000........... $42 ($305,464) $358,386 ($23,730) $29,234
Comprehensive income:
Net income.................. [$ 28,505] 28,505 28,505
Other comprehensive loss:
Foreign currency translation
adjustment................ (9,365) (9,365) (9,365)
Unrealized loss on
revaluation of
derivatives, net of tax... (4,836) (4,836) (4,836)
----------------
Other comprehensive loss.... (14,201)
----------------
Comprehensive income.......... [$ 14,304]
================
Other adjustments............. 60 60
--- --------- -------- -------- -------
Ending balance at March 31,
2001........................ $42 ($305,404) $386,891 ($37,931) $43,598
=== ========= ======== ======== =======
See accompanying notes to condensed consolidated financial statements.
5
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
(DOLLARS IN THOUSANDS)
ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID-IN COMPREHENSIVE ACCUMULATED COMPREHENSIVE SHAREHOLDERS'
STOCK DEFICIT INCOME EARNINGS LOSS DEFICIT
-------- ---------- ---------------- ----------- ------------- -------------
Beginning balance at
December 31, 1999........... $41 ($318,661) $250,482 ($13,028) ($81,166)
Comprehensive income:
Net income.................. [$ 20,264] 20,264 20,264
----------------
Other comprehensive loss:
Foreign currency translation
adjustment................ (3,170) (3,170) (3,170)
----------------
Comprehensive income.......... [$ 17,094]
================
Issuance of 226,414 shares of
common stock related to
acquisition................. 7,500 7,500
Other adjustments............. 97 97
--- --------- -------- -------- --------
Ending balance at March 31,
2000........................ $41 ($311,064) $270,746 ($16,198) ($56,475)
=== ========= ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
6
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(UNAUDITED)
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
-------------------
2001 2000
-------- --------
Net income.................................................. $28,505 $20,264
Adjustments for cash from operations:
Depreciation and amortization............................. 11,665 10,314
Amortization of deferred debt issuance costs.............. 556 558
Net change in non-cash components of working capital...... (3,472) 11,280
------- -------
Cash flow provided by operations............................ 37,254 42,416
------- -------
Cash flow from investing activities:
Capital additions, net.................................... (13,907) (10,267)
Investments in acquisitions............................... (3,523) (33,565)
------- -------
Cash flow used by investing activities...................... (17,430) (43,832)
------- -------
Cash flow from financing activities:
Net change in borrowings under revolving credit
facilities.............................................. 7,564 1,078
Decrease in borrowings under Bank Agreement............... (30,000) --
------- -------
Cash flow provided (used) by financing activities........... (22,436) 1,078
------- -------
Net change in cash and short-term cash investments.......... (2,612) (338)
Cash and short-term cash investments balance, beginning of
period.................................................... 24,585 12,898
------- -------
Cash and short-term cash investments balance, end of
period.................................................... $21,973 $12,560
======= =======
Cash paid during the period for:
Interest.................................................. $12,362 $12,393
Income taxes, net of refunds.............................. 20,344 5,940
See accompanying notes to condensed consolidated financial statements.
7
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, 2001 and
December 31, 2000, and the related condensed consolidated statements of income
and of changes in shareholders' equity (deficit) and of cash flow for the three
months ended March 31, 2001 and 2000 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, 2001 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
2000 Annual Report on Form 10-K.
NOTE 2--INVENTORIES
Inventories consist of:
MARCH 31, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
Raw materials and supplies........................... $ 37,677 $ 37,191
Work in process...................................... 115,340 118,961
Finished goods....................................... 53,901 41,474
-------- --------
$206,918 $197,626
======== ========
NOTE 3--REPORTABLE BUSINESS SEGMENTS
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, 2001 and 2000 are as follows:
INTERCONNECT PRODUCTS
AND ASSEMBLIES CABLE PRODUCTS TOTAL
--------------------- ------------------- -------------------
2001 2000 2001 2000 2001 2000
--------- --------- -------- -------- -------- --------
Net sales
- --external............... $248,027 $225,347 $68,645 $74,702 $316,672 $300,049
- --intersegment........... 736 75 3,272 3,582 4,008 3,657
Segment operating
income................. 52,692 42,378 15,292 15,147 67,984 57,525
8
AMPHENOL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 3--REPORTABLE BUSINESS SEGMENTS (CONTINUED)
Reconciliation of segment operating income to consolidated income before
taxes for the three months ended March 31, 2001 and 2000:
2001 2000
-------- --------
Segment operating income.................................. $67,984 $57,525
Amortization of goodwill.................................. (3,514) (3,275)
Interest expense.......................................... (14,210) (15,843)
Other net expenses........................................ (4,890) (5,468)
------- -------
Consolidated income before income taxes................... $45,370 $32,939
======= =======
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
position or results of operations.
Subsequent to the acquisition of Amphenol from Allied Signal Corporation
("Allied," subsequently merged with Honeywell International Inc.) 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. At
March 31, 2001, approximately $21,700 of total costs have been incurred
applicable to this agreement. 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 $85,000 in a
designated pool of qualified accounts receivable. The agreement expires in
May 2004 with respect to $60,000 of accounts receivable and expires in
June 2001 with respect to an additional $25,000 of accounts receivable. 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. Program 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 Condensed 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, 2001 and December 31, 2000, approximately $85,000 in receivables
were sold under the agreement and are therefore not reflected in the accounts
receivable balance in the accompanying Condensed Consolidated Balance Sheet.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
ITEM 2. RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2000
Net sales increased approximately 6% to $316,672 in the first quarter of
2001 compared to sales of $300,049 for the same period in 2000. The increase is
primarily attributable to increased sales of interconnect products for
communications, aerospace, industrial and automotive applications. Such increase
was partially offset by a decline in sales of coaxial cable products used in
broadband infrastructures. Currency translation had the effect of decreasing
sales in the first quarter of 2001 by approximately $8.2 million when compared
to exchange rates for the 2000 period.
The gross profit margin as a percentage of net sales (including depreciation
in cost of sales) was 34% for the first quarter of 2001 compared to 32% for the
2000 period. The increase in gross margin is generally attributable to cost
control actions and favorable changes in product mix.
Selling, general and administrative expenses as a percentage of net sales
remained constant at approximately 14% for the first quarter 2001 compared to
the 2000 period.
Interest expense for the first quarter of 2001 was $14,210 compared to
$15,843 for the 2000 period. The decrease is primarily attributable to lower
average debt levels.
The provision for income taxes for the first quarter of 2001 was at an
effective rate of 37% compared to 38% in the 2000 period. The decrease is
generally attributable to non-deductible expenses (goodwill amortization) being
a lower percentage of pretax income. The effective tax rate, excluding
non-deductible goodwill amortization was 35% for both the first quarter 2001 and
2000.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $37,254 in the first quarter of
2001 compared to $42,416 in the 2000 period. The decrease in cash flow relates
primarily to a net increase in non-cash components of working capital offset in
part by an increase in net income.
For the first quarter of 2001, cash from operating activities and borrowings
under the credit facility were used to fund capital expenditures of $13,907 and
to repay a net $22,436 of bank debt. In the 2000 period, cash from operating
activities and borrowings under the credit facility were used to fund capital
expenditures of $10,267 and fund acquisitions of $33,565.
The Company has a bank loan agreement (Bank Agreement) which includes a Term
Loan, encompassing a Tranche A and B, and a $150 million revolving credit
facility. At March 31, 2001 the Tranche A had a balance of $242.7 million and
matures over the period 2001 to 2004, and the Tranche B had a balance of
$284.5 million and matures over the period 2005 and 2006. The revolving credit
facility expires in 2004; availability under the facility at March 31, 2001 was
$139.4 million, after reduction of $6 million for outstanding letters of credit.
The Bank Agreement is secured by a first priority pledge of 100% of the capital
stock of the Company's direct domestic subsidiaries and 65% of the capital stock
of direct material foreign subsidiaries, as defined in the Bank Agreement. The
Bank Agreement also requires that the Company satisfy certain financial
covenants including interest coverage and leverage ratio tests, and includes
limitations with respect to, among other things, indebtedness and restricted
payments, including dividends on the Company's common stock.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
The Company has entered into interest rate swap agreements that effectively
fixed the Company's interest cost on $450 million of borrowings under the Bank
Agreement.
The Company's EBITDA, as defined in the Bank Agreement was $73.7 million and
$62.6 million for the three months ended March 31, 2001 and 2000, 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 its 9 7/8% 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 Corporation in 1987, Amphenol and
Allied Signal Corporation ("Allied," subsequently merged with Honeywell
International Inc.) 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 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 million and 100% of the costs in excess of $30 million. At
March 31, 2001, approximately $21.7 million of total costs have been incurred
applicable to this agreement. 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 position or results of
operations.
ACCOUNTING CHANGE
Effective January 1, 2001, the Company adopted Financial Accounting Standard
No. 133, as amended by FAS 138, "Accounting for Derivative Instruments and
Hedging Activities," which requires that all derivative instruments be included
in the balance sheet 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 periodically uses
derivative financial instruments in the management of its interest rate and
foreign currency exposures. The cumulative effect of adopting FAS 133 as of
January 1, 2001 was not material to the Company's financial statements.
11
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
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 (the "euro"). The transition period for the
introduction of the euro began on January 1, 1999. Beginning January 1, 2002,
the participating countries will issue new euro-denominated bills and coins for
use in cash transactions. No later than July 1, 2002, the participating
countries will withdraw all bills and coins denominated in the legacy
currencies, so that the legacy currencies will no longer be legal tender for any
transactions, making the conversion to the euro complete.
The Company is addressing the issues involved with the introduction of the
euro. Based on progress to date, the Company believes that the use of the euro
will not have a significant impact on the manner in which it conducts its
business. Accordingly, conversion to the euro is not expected to have a material
effect on the Company's consolidated financial position, results of operations,
or liquidity.
SAFE HARBOR STATEMENT
Statements in this report that are not 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 2000 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 2000 Annual
Report on Form 10-K.
12
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Company's 2000 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).**
3.3 Amended and Restated Certificate of Incorporation, dated
April 24, 2000 (filed as Exhibit 3.1 to the April 28, 2000
Form 8-K).**
4.1 Indenture between Amphenol Corporation and IBJ Schroeder
Bank and Trust Company, as Trustee, dated as of May 15,
1997, relating to Senior Subordinated Notes due 2007 (filed
as Exhibit 4.1 to the June 30, 1997 10-Q).**
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).**
13
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 1998 Amphenol Incentive Plan (filed as Exhibit 10.5 to the
1997 10- K).**
10.5 1999 Amphenol Incentive Plan (filed as Exhibit 10.6 to the
December 31, 1998 10-K).**
10.6 2000 Amphenol Incentive Plan (filed as Exhibit 10.6 to the
December 31, 1999 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).**
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).**
14
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 Second Amendment to Amended and Restated Receivables
Purchase Agreement dated as of June 30, 2000 (filed as
Exhibit 10.27 to the June 30, 2000 10-Q).**
10.27 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).**
10.28 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).**
10.29 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).**
- ------------------------
* Filed herewith
** Previously filed
(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, 2001.
15
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.
AMPHENOL CORPORATION
By: /s/ EDWARD G. JEPSEN
-----------------------------------------
Edward G. Jepsen
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
DATE: May 14, 2001
16