01—Abstract
Summary
Summary of the 10-K/A filed November 12, 1999. Cited figures are marked; the original filing is the authoritative source.
This is Amendment No. 1 to Amphenol Corporation's annual report on Form 10-K for the fiscal year ended December 31, 1998, filed November 12, 1999.
It is a narrow amendment. It contains no financial statements, MD&A, revenue, earnings, or balance sheet data. It covers only Item 9 (no changes in accountants), Part III Items 10 through 13 (which are incorporated by reference to Exhibit 19, portions of the April 23, 1999 proxy statement), and an exhibit index that refers to earlier filings for most content.
Investors looking for operating or financial performance should consult the original 1998 10-K and the exhibits it references. The cover page shows that Amphenol, a Delaware corporation headquartered in Wallingford, Connecticut, had 17,862,328 Class A common shares outstanding as of February 26, 1999. The aggregate market value held by non-affiliates was about $158 milliona on the same date, based on the NYSE closing price.
The registrant checked "No" on whether it had filed all required reports during the preceding 12 months, which is a notable disclosure given that this amendment was filed in November 1999, well after the original deadline. The exhibit list shows a leveraged capital structure stemming from the 1997 merger with NXS Acquisition Corp. (a KKR-affiliated vehicle). It includes $ senior subordinated notes due 2007, a credit agreement with bank syndicate lenders, and a receivables securitization program.
For investors, the main takeaways are the governance and compliance items: the late-filing status, the substantial KKR-related ownership and management equity arrangements, and the reliance on incorporated exhibits for executive compensation and ownership data. The document does not provide enough information to assess the company's current valuation, profitability, or leverage levels.
02—Key points
Key Highlights
- Amendment No. 1 covers fiscal year 1998 and contains no financial statements or MD&A; financial data must be obtained from the original 10-K and Exhibit 27 (Financial Data Schedule).
- Approximately 17.86 million Class A common shares were outstanding as of February 26, 1999, with an aggregate non-affiliate market value of roughly $158 million.
- The registrant answered "No" to having filed all required SEC reports in the prior 12 months, a red flag on timeliness of filings.
- Part III executive compensation, ownership, directors, and related-party information is incorporated by reference to Exhibit 19, taken from the April 23, 1999 proxy statement.
- The company's capital structure includes Senior Subordinated Notes due 2007, a bank credit agreement with Chase, Bank of New York, and Bankers Trust as agents, and a receivables securitization facility with Amphenol Funding Corp.
- The 1997 merger with NXS Acquisition Corp. and related KKR Fund agreements, including registration rights and management stockholder agreements, indicate significant private-equity sponsor influence.
- No Form 8-K reports were filed during the last quarter of 1998.
03—Questions
Frequently Asked Questions
Does this amendment include Amphenol's 1998 revenue, earnings, or balance sheet?
No. The filing contains only Item 9, Part III Items 10 through 13 (which refer to Exhibit 19), and an exhibit index. Financial results are in the original 1998 10-K, and selected data is in Exhibit 27, which is incorporated by reference.
Why was this 10-K/A filed?
The document does not state a specific reason. It appears to supplement the original 10-K by providing Part III information and an updated exhibit list. The cover page's "No" response on timely filing suggests the filing timeline was a concern.
How much equity is publicly held and what is the market value?
The cover page reports 17,862,328 Class A common shares outstanding as of February 26, 1999. The aggregate market value held by non-affiliates was approximately $158 million, based on the NYSE last sale price on that date.
What debt and financing arrangements does the company have?
The exhibit list references Senior Subordinated Notes due 2007 issued under a 1997 indenture, an amended and restated credit agreement with multiple lenders, and a receivables purchase program through Amphenol Funding Corp. The filing does not disclose outstanding balances or terms.
Where can investors find executive compensation and ownership information?
Items 10 through 13 incorporate information by reference to Exhibit 19, which contains portions of the company's April 23, 1999 definitive proxy statement, filed May 28, 1999. Specific compensation and beneficial ownership figures are not included in this amendment.
04—Continue