AMPHENOL FILES REGISTRATION STATEMENT
WALLINGFORD, Conn., Aug. 6, 2003
--Amphenol Corporation (NYSE-APH) announced
today that it has filed a prospectus supplement
in connection with an underwritten offering
of 8.7 million shares of Class A common stock.
Of the 8.7 million shares being offered, 7.8
million shares are being offered by affiliates
of Kohlberg Kravis Roberts & Co. ("KKR")
and .9 million shares are being offered by management.
Such shares being offered on behalf of KKR represent
approximately 37% of its current holdings of
20.9 million shares and approximately 18% of
total shares outstanding. The selling shareholders
have granted the underwriters the option to
purchase an additional 1.3 million shares to
cover over-allotments. Citigroup, Merrill Lynch
& Co. and Morgan Stanley have been named
Joint Book Running Managers, Lehman Brothers
and UBS Investment Bank have been named Co-Lead
Managers, and JPMorgan and Thomas Weisel Partners
LLC have been named Co-Managers for the offering.
To accommodate the offering described above,
the Company has filed an amendment to its shelf
registration statement filed with the Securities
and Exchange Commission on June 16, 2003 increasing
the number of shares of common stock to be registered
thereunder from 8.0 to 10.0 million shares.
Copies of the preliminary prospectus supplement
and prospectus related to the common stock offering
may be obtained from Citigroup Global Markets,
Inc., 388 Greenwich Street, New York, NY 10013;
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Four World Financial Center, New York, NY 10080;
and Morgan Stanley & Co. Incorporated, 1585
Broadway, New York, NY 10036.
A registration statement relating to these
securities has been filed with the Securities
and Exchange Commission but has not yet become
effective. These securities may not be sold
nor may offers to buy be accepted prior to the
time the registration statement becomes effective.
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities
in any state in which such offer, solicitation
or sale would be unlawful prior to registration
or qualification under the securities laws of
any such state.
The common stock offering may be made only
by means of a prospectus and related prospectus
supplement, copies of which may be obtained
by contacting Citigroup, Merrill Lynch &
Co. or Morgan Stanley as indicated in this news
release.
Amphenol Corporation is one of the world's
leading producers of electronic and fiber optic
connectors, cable and interconnect systems.
Amphenol products are engineered and manufactured
in the Americas, Europe and Asia and sold by
a worldwide sales and marketing organization.
The primary end markets for the Company's products
are communication systems for wired and wireless
voice, internet and broadband networks, industrial,
automotive, military and aerospace applications.
Contacts:
Amphenol Corporation
Edward G. Jepsen,
203-265-8650
www.amphenol.com
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