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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): JANUARY 27, 1999
AFC CABLE SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-23070 95-1517994
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
50 KENNEDY PLAZA, SUITE 1250, PROVIDENCE, RI 02903
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (401) 453-2000
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This is Page 1 of 5 Pages.
Exhibit Index appears on Page 5.
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ITEM 5. OTHER EVENTS
On January 27, 1999, AFC Cable Systems, Inc., a Delaware corporation ("AFC"),
Thomas & Betts Corporation, a Tennessee corporation ("T&B"), and TB Acquisition
Corp., a Delaware corporation and a direct wholly-owned subsidiary of T&B
("Merger Subsidiary"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). In accordance with the terms of the Merger Agreement, Merger
Subsidiary shall be merged (the "Merger") with and into AFC in accordance with
the General Corporation Law of the State of Delaware, whereupon the separate
existence of Merger Subsidiary shall cease, and AFC shall be the surviving
corporation. In the Merger, each issued and outstanding share of common stock,
par value $0.01 per share, of AFC will be converted into the right to receive
0.83 shares of common stock, par value $0.10 per share, of T&B. The Merger
Agreement also provides for the payment of a break-up fee equal to $16.0 million
under certain circumstances. The transaction is intended to be treated as a
tax-free reorganization and to be accounted for as a pooling of interests. The
closing of the Merger is subject to customary conditions, including the receipt
of regulatory and shareholder approvals. The closing is expected to occur in the
second quarter of 1999.
Concurrently with the execution of the Merger Agreement, Mr. Ralph R.
Papitto, Chairman and Chief Executive Officer of AFC, entered into a voting
agreement (the "Voting Agreement") whereby Mr. Papitto agreed to vote all shares
of AFC owned by him in favor of the Merger and the Merger Agreement.
The foregoing description is qualified in its entirety by reference to
the Merger Agreement and the Voting Agreement which are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) EXHIBITS.
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2.1 Agreement and Plan of Merger dated January 27, 1999
by and between AFC Cable Systems, Inc., TB
Acquisition Corp. and Thomas & Betts Corporation
(Incorporated by Reference to Exhibit 2.1 of the
Current Report on Form 8-K filed by Thomas & Betts
Corporation on February 1, 1999, File No. 001-
04682).
2.2 Voting Agreement dated January 27, 1999 by and
between Ralph R. Papitto and Thomas & Betts
Corporation (Incorporated by Reference to Exhibit 2.2
of the Current Report on Form 8-K filed by Thomas &
Betts Corporation on February 1, 1999, File No.
001-04682).
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2.3 Agreement to Furnish Copies of Omitted Schedules and
Exhibits to the Agreement and Plan of Merger dated
January 27, 1999 by and between AFC Cable Systems,
Inc., Thomas & Betts Corporation and TB Acquisition
Corp.
99.1 Press Release dated January 27, 1999 (Incorporated by
Reference to Exhibit 20.1 of the Current Report on
Form 8-K filed by Thomas & Betts Corporation on
February 1, 1999, File No. 001-04682).
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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.
AFC CABLE SYSTEMS, INC.
By:/S/ RAYMOND H. KELLER
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Name: Raymond H. Keller
Title: Chief Financial Officer
Date: February 2, 1999
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBITS
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2.1 Agreement and Plan of Merger dated January 27, 1999 by and
between AFC Cable Systems, Inc., TB Acquisition Corp. and Thomas
& Betts Corporation (Incorporated by Reference to Exhibit 2.1 of
the Current Report on Form 8-K filed by Thomas & Betts
Corporation on February 1, 1999, File No. 001-04682).
2.2 Voting Agreement dated January 27, 1999 by and between Ralph R.
Papitto and Thomas & Betts Corporation (Incorporated by
Reference to Exhibit 2.2 of the Current Report on Form 8-K filed
by Thomas & Betts Corporation on February 1, 1999, File No. 001-
04682).
2.3 Agreement to Furnish Copies of Omitted Schedules and Exhibits to
the Agreement and Plan of Merger dated January 27, 1999 by and
between AFC Cable Systems, Inc., Thomas & Betts Corporation and
TB Acquisition Corp.
99.1 Press Release dated January 27, 1999 (Incorporated by Reference
to Exhibit 20.1 of the Current Report on Form 8-K filed by
Thomas & Betts Corporation on February 1, 1999, File No.
001-04682).
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Exhibit 2.3
February 2, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger (the "Merger
Agreement") dated January 27, 1999 by and between AFC Cable Systems, Inc., TB
Acquisition Corp. and Thomas & Betts Corporation, which is an exhibit to the
Registrant's Current Report on Form 8-K (the "Current Report") filed today with
the Securities and Exchange Commission (the "Commission"). The Registrant hereby
agrees to furnish to the Commission, upon request, a copy of any annex, schedule
or exhibit to the Merger Agreement omitted from the copy of such agreement filed
as an exhibit to the Current Report.
Very truly yours,
AFC CABLE SYSTEMS, INC.
By:/S/ RAYMOND H. KELLER
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Raymond H. Keller
Chief Financial Officer
