SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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December 11, 1996
(Date of Report; Date of Earliest Event Reported)
AUGAT INC.
(Exact Name of Registrant as specified in its Charter)
Massachusetts 1-6176 04-2022285
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
89 Forbes Boulevard, P.O. Box 448,
Mansfield, Massachusetts 02048
(Address of Principal Executive Offices) (Zip Code)
(508) 543-4300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On December 11, 1996, Augat Inc., a Massachusetts corporation (the
"Company"), and Thomas & Betts Corporation, a Tennessee corporation ("T&B"),
consummated a merger whereby T&B acquired control of the Company pursuant to an
Agreement and Plan of Merger, dated as of October 7, 1996 (the "Merger
Agreement"). Under the terms of the Merger Agreement, EG Acquisitions Corp., a
newly organized Delaware corporation and a wholly-owned subsidiary of T&B
("Merger Sub") merged (the "Merger") with and into the Company and the Company
thereby became a wholly-owned subsidiary of T&B. As a result of the Merger, T&B
owns all of the voting securities of the Company.
Pursuant to the Merger Agreement, each issued and outstanding share of
common stock, par value $0.10 per share of the Company ("Company Common Stock")
(other than the shares owned by T&B, Merger Sub or the Company and shares owned
by stockholders of the Company who perfect their appraisal rights pursuant to
the Massachusetts Business Corporation Law) was converted into the right to
receive 0.6356 of a share of common stock, no par value of T&B ("T&B Common
Stock"). T&B will issue approximately 12,820,000 shares of T&B Common Stock in
exchange for the shares of Augat Common Stock.
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Pursuant to the Merger Agreement, all of the directors of the
Company resigned and were replaced by persons designated by T&B. In addition,
pursuant to the Merger Agreement, T&B expanded its board of directors to include
John N. Lemasters and Thomas C. McDermott, both of whom were members of the
board of directors of the Company prior to the Merger.
T&B issued a press release, dated December 11, 1996, announcing the
consummation of the Merger, a copy of which is attached hereto as Exhibit 99 and
incorporated herein by reference.
(b) Not Applicable.
Items 2-6. Not Applicable.
Item 7. Financial Statements
Pro Forma Financial Information and Exhibits.
(a)-(b) Not Applicable.
(c) Exhibits.
99. Press Release of Thomas & Betts Corporation, dated December 11, 1996.
Item 8. Not Applicable.
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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 hereunto duly authorized.
Dated: December 20, 1996
AUGAT INC.
By /s/ F. Gordon Bitter
F. Gordon Bitter
Vice President and
Chief Financial Officer
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Exhibit 99
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
(901) 680-5466
News Thomas & Betts
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Contacts:
Investor: Fred R. Jones
(901) 680-3922
Media: Randy Baker
FOR IMMEDIATE RELEASE (901) 527-8000
Shareholders Approve Merger of Thomas & Betts and Augat
Memphis, Tennessee (December 11, 1996) -- The merger of Augat Inc. (NYSE: AUG)
and Thomas & Betts (NYSE: TNB) was finalized today after shareholders of both
corporations voted overwhelmingly to approve the merger proposal.
Under terms of the merger agreement, stockholders of Augat are entitled
to receive 0.6356 of a share of Thomas & Betts stock for each outstanding share
of Augat. The transaction has been designed to be tax-free.
Of the 81.9% of outstanding Augat shares voting, 99.8% of the ballots
were cast in favor of the merger proposal. Thomas & Betts' shareholders voted
similarly: 81.8% of outstanding TNB shares voting 99.9% in favor.
"Thomas & Betts' management is delighted that the merger of Thomas &
Betts and Augat has been so overwhelmingly approved by the shareholders of both
corporations," said T. Kevin Dunnigan, chairman and chief executive officer of
Thomas & Betts. "Everyone involved appreciates how much stronger these two
companies will be together than they were separately."
"The merger of Augat with Thomas & Betts makes us one of the top five
electronic connector companies in the world and supplements the very strong
position we already hold in the electrical connector industry," Dunnigan said.
As contemplated by the merger agreement, John N. Lemasters and Thomas
C. McDermott, both of whom had served on the Augat Board of Directors, were
elected to the Thomas & Betts Board of Directors.
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As a result of the exchange of Augat shares for Thomas & Betts shares,
Thomas & Betts will have a total of approximately 53.2 million shares of common
stock outstanding. An additional 1.2 million shares are subject to issuance upon
the exercise of currently outstanding stock options, which may be exercised over
periods of up to 10 years.
With the addition of Augat, Thomas & Betts has more than 40
manufacturing facilities and 13,500 employees located around the world,
reinforcing its position as an international leader in connectors and components
for electrical and electronics markets. Thomas & Betts' corporate headquarters
is in Memphis, Tennessee.
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