<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-1326940
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
1555 Lynnfield Road
Memphis, Tennessee 38119
(901) 682-7766
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
James D. Hay, Esq.
Vice President-General Counsel
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
(901) 682-7766
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Lawrence Lederman, Esq. Robert Fischer III, Esq.
Milbank, Tweed, Hadley & McCloy Riker, Danzig, Scherer,
1 Chase Manhattan Plaza Hyland & Perretti
New York, New York 10005 Headquarters Plaza
(212) 530-5000 One Speedwell Avenue
Morristown, NJ 07962-1981
(201) 538-0800
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the
Registration Statement.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. / /
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares to be Aggregate Price Aggregate Registration
to be Registered Registered Per Unit (1) Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock,
$.50 Par Value 401,525 shs. $61.25 $24,593,406 $8,480.49
<FN>
(1) Estimated solely for purposes of calculating the
registration fee in accordance with Rule 457(c) based on
average high and low prices for the Company's Common Stock
on the New York Stock Exchange consolidated reporting system
on July 28, 1994.
</TABLE>
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED August __, 1994
THOMAS & BETTS CORPORATION
401,525 SHARES
COMMON STOCK
All of the shares of Thomas & Betts Corporation (the
"Company" or "Thomas & Betts") Common Stock, par value $.50 per
share (the "Common Stock"), offered hereby are being sold by the
holders of the Common Stock named herein under "Selling
Stockholders"(the "Selling Stockholders"). The outstanding
Common Stock of Thomas & Betts is, and the Common Stock offered
hereby will be, listed on the New York Stock Exchange (the
"NYSE"). On July 28, 1994, the last reported sale price of the
Common Stock on the NYSE was $61.50 per share.
The Company will not receive any of the proceeds from the
sale of the Common Stock. Any or all of such Common Stock
covered by this Prospectus may be sold, from time to time, by
means of ordinary brokerage transactions or otherwise. See "Plan
of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Information contained herein is subject to completion
or amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of any 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 date of this Prospectus is August __, 1994<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549
and at its regional offices at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and at 75 Park Place, New York, New
York 10007. Copies of such materials can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, on payment of prescribed charges.
Such reports, proxy statements and other information concerning
the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration
statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock, $.50 par value, of the
Company (the "Common Stock") offered hereby. This Prospectus
does not contain all the information set forth in the
Registration Statement, certain parts of which have been omitted
in accordance with the rules and regulations of the Commission,
and the exhibits relating thereto, which have been filed with the
Commission. Copies of the Registration Statement and the
exhibits are on file at the offices of the Commission and may be
obtained upon payment of the fees prescribed by the Commission,
or examined without charge at the public reference facilities of
the Commission described above.
No person is authorized in connection with the offering made
hereby to give any information or to make any representation not
contained or incorporated by reference in this Prospectus, and
any information or representation not contained or incorporated
herein must not be relied upon as having been authorized by the
Company, the Selling Stockholders set forth under "Selling
Stockholders" or any underwriter. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
by any person in any jurisdiction in which it is unlawful for
such person to make such an offer or solicitation. Neither the
delivery of this Prospectus at any time nor any sale made
hereunder shall under any circumstance imply that the information
herein is correct as of any date subsequent to the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act are incorporated in this
Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1994;
(b) The Company's Quarterly Report on Form 10-Q for
the quarterly period ended April 3, 1994; and
(c) The Company's Current Report on Form 8-K dated
July 29, 1994.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of this
offering shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein, or in any other subsequently filed document
that also is incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will furnish, without charge, to any person to
whom a copy of this Prospectus is delivered, including any
beneficial owner, upon such person's written or oral request, a
copy of any and all of the information filed by the Company that
has been incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by
reference herein unless such exhibits are specifically
incorporated by reference in such information). Requests for
such copies should be directed to the Company at 1555 Lynnfield
Road, Memphis, Tennessee 38119, Attention: Corporate Secretary
(telephone number (901) 682-7766).
THE COMPANY
The Company designs, manufactures and markets a broad range
of electrical and electronic connectors, components and related
products for worldwide electrical and electronic markets. In
North America, the Company is one of the largest manufacturers of
electrical connectors and accessories for industrial, commercial
and residential construction, renovation, maintenance, and
original equipment manufacturer ("OEM") applications and is a
leading supplier of transmission poles, towers and industrial
lighting products to the utility and telecommunications
industries. The Company is also a worldwide designer and
manufacturer of electronic connectors and flat cable, which are
sold primarily to OEMs in the automotive, computer, office
equipment, test equipment, instrumentation, industrial automation
and telecommunications industries.
On July 12, 1994, the Company and Vishay Intertechnology,
Inc. ("Vishay") entered into a Stock Purchase Agreement (the
"Purchase Agreement") which provided for (i) the sale by the
Company of all of the issued and outstanding shares of capital
stock, consisting of 100 shares of common stock, par value $.10
per share, of Vitramon, Incorporated, a Delaware corporation and
a wholly owned subsidiary of the Company (with its subsidiaries,
"Vitramon") and (ii) the sale by the Company and Thomas & Betts
Holdings (U.K.) Limited, an English corporation and an indirect
subsidiary of the Company, of all of the issued and outstanding
ordinary shares of Vitramon, Limited, an English corporation
("VL" and, together with Vitramon, the "Vitramon Entities"), to
Vishay, for an aggregate purchase price of $184,000,000. On July
18, 1994, the transaction was consummated.
The Vitramon Entities are engaged in the business of
designing, manufacturing and selling multilayer ceramic chip
capacitors. The Vitramon Entities' business has been conducted
primarily in the U.S., Germany, France and England. For the
fiscal year ended January 2, 1994, the Vitramon Entities had
annual sales and operating income before allocated management
fees of approximately $118,000,000 and $18,500,000, respectively.
On July 12, 1994, the Company entered into a stock purchase
agreement (as amended, the "Stock Purchase Agreement") with the
Selling Stockholders, listed below under "Selling Stockholders,"
pursuant to which it has agreed to purchase approximately 29% of
Leviton Manufacturing Co., Inc., a Delaware corporation
("Leviton"), which is the entire minority interest of a non-
controlling family group. On July 25, 1994, pursuant to the
Stock Purchase Agreement, the Company purchased approximately an
18% interest in Leviton in exchange for consideration including
248,946 shares of the Common Stock offered hereby. Leviton is a
leading manufacturer of wiring devices and other related products
and is privately held. Leviton has indicated that, as in the
past, Leviton will continue its operation under the direction and
control of Harold Leviton as its Chief Executive Officer and
majority shareholder. The Company expects to account for this
purchase on an equity accounting basis.
The Company has also announced that it is planning to
exercise options to purchase a metal electrical box and fittings
business in Canada and a plastic electrical box business in the
U.S. in the second half of 1994. The combined purchase price for
these two businesses is approximately $55 million. These options
were received as part of an agreement concluded earlier this year
when the Company purchased certain circuit protection product
lines from the Eaton Corporation. The combined annual revenue
for these two additional businesses is approximately $55 million.
Thomas & Betts was established in 1898 as a sales agency for
electrical wires and raceways and was incorporated in New Jersey
in 1917. It has since expanded its business and product line
through acquisitions and internal development. The Company
relocated its corporate headquarters at the end of 1993 to
Memphis, Tennessee, the principal business site of the Company's
largest operations. The Company's executive offices are located
at 1555 Lynnfield Road, Memphis, Tennessee 38119, telephone
number (901) 682-7766.
SELLING STOCKHOLDERS
The Selling Stockholders have acquired 248,946 shares of the
Common Stock offered hereby from Thomas & Betts in a private
placement pursuant to the Stock Purchase Agreement. The Selling
Stockholders will acquire the balance of the Common Stock offered
hereby at a second closing pursuant to the Stock Purchase
Agreement, the date of which has not been determined. Thomas &
Betts agreed in the Stock Purchase Agreement to register the
Common Stock offered hereby and to use its best efforts to
maintain such registration in effect for up to one year following
its initial effectiveness. Thomas & Betts may from time to time
supplement or amend this Prospectus, as required, to provide
other information with respect to the Selling Stockholders.
The following table sets forth certain information regarding
ownership of the Company's Common Stock by the Selling
Stockholders. Unless otherwise noted below, none of the Selling
Stockholders owns in excess of 1% of the Common Stock and because
the Selling Stockholders may offer all or part of the Common
Stock which they hold pursuant to the offering contemplated by
this Prospectus and because their offering is not being
underwritten on a firm commitment basis no estimate can be given
as to the amount of the Common Stock that will be held by Selling
Stockholders upon termination of this offering.
Shares
Being
Selling Stockholder Offered
Thomas A. Blumberg. . . . . . . . . . . . . . . . . . . . . . . . 103,355
Elaine Blumberg . . . . . . . . . . . . . . . . . . . . . . . . . 244,580
Bernard L. Blumberg . . . . . . . . . . . . . . . . . . . . . . . 5,514
Betsy B. Watson . . . . . . . . . . . . . . . . . . . . . . . . . 5,417
Karen L. Blumberg . . . . . . . . . . . . . . . . . . . . . . . . 5,417
Elaine Blumberg as Trustee U/L/W of
Esther Barnes f/b/o Betsy B. Watson,
Bernard Blumberg and Karen Blumberg . . . . . . . . . . . . . . 36,687
Esther Leviton and Elaine Blumberg,
Trustees f/b/o Betsy A. Blumberg . . . . . . . . . . . . . . . 217
Esther Leviton and Elaine Blumberg,
Trustees f/b/o Karen L. Blumberg . . . . . . . . . . . . . . . 217
Esther Leviton and Elaine Blumberg,
Trustees f/b/o Bernard L. Blumberg . . . . . . . . . . . . . . 121
PLAN OF DISTRIBUTION
Thomas & Betts will not receive any of the proceeds from the
sale by the Selling Stockholders of the Common Stock offered
hereby. Any or all of the shares of Common Stock may be sold
from time to time (i) to or through underwriters or dealers, (ii)
directly to one or more other purchasers, (iii) through agents on
a best-efforts basis, or (iv) through a combination of any such
methods of sale. The Selling Stockholders and any such
underwriters, dealers or agents that participate in the
distribution of the Common Stock may be deemed to be underwriters
within the meaning of the Securities Act, and any profit on the
sale of the Common Stock by them and any discounts, commissions
or concessions received by them may be deemed to be underwriting
discounts and commissions under the Securities Act. The Common
Stock may be sold from time to time in one or more transactions
at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices.
Such prices will be determined by the Selling Stockholders or by
an agreement between the Selling Stockholders and underwriters or
dealers. Brokers or dealers acting in connection with the sale
of Common Stock contemplated by this Prospectus may receive fees
or commissions in connection therewith.
At the time a particular offer of Common Stock is made, to
the extent required, a supplement to this Prospectus will be
distributed which will identify and set forth the aggregate
number of shares of Common Stock being offered and the terms of
the offering, including the name or names of any underwriters,
dealers or agents, the purchase price paid by any underwriter for
Common Stock purchased from the Selling Stockholders, any
discounts, commissions and other items constituting compensation
from the Selling Stockholders and/or Thomas & Betts and any
discounts, commissions or concessions allowed or reallowed or
paid to dealers, including the proposed selling price to the
public. Such supplement to this Prospectus and, if necessary, a
post-effective amendment to the Registration Statement of which
this Prospectus is a part, will be filed with the Commission to
reflect the disclosure of additional information with respect to
the distribution of the Common Stock.
The outstanding Common Stock is, and the Common Stock
offered hereby will be, listed on the NYSE.
Under applicable rules and regulations under the Exchange
Act, any person engaged in a distribution of the Common Stock may
not simultaneously engage in market making activities with
respect to the Common Stock for a period of nine business days
prior to the commencement of such distribution. In addition and
without limiting the foregoing, the Selling Stockholders and any
person participating in the distribution of the Common Stock will
be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including without limitation
rules 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of the Common Stock by the Selling
Stockholders or any such other person.
In order to comply with certain states' securities laws, if
applicable, the Common Stock will be sold in such jurisdictions
only through registered or licensed brokers or dealers. In
certain states the Common Stock may not be sold unless it has
been registered or qualified for sale in such state, or unless an
exemption from registration or qualification is available.
Pursuant to the Stock Purchase Agreement, Thomas & Betts
agreed to file the Registration Statement of which this
Prospectus is a part with the Commission and use its best efforts
to have it declared effective, and to indemnify the Selling
Stockholders and certain other persons against certain
liabilities, including liabilities arising under the Securities
Act. Under the terms of such Stock Purchase Agreement, Thomas &
Betts has agreed to use its best efforts to keep such
Registration Statement continuously effective for a period of up
to one year from the date the Registration Statement is first
declared effective by the Commission.
Pursuant to the Stock Purchase Agreement, Thomas & Betts has
paid or will pay any and all expenses incident to the performance
of or compliance with such agreement including, among other
things, registration and filing fees, fees and expenses incurred
in connection with compliance with securities or blue sky laws of
the applicable states, fees and disbursements of counsel and
independent public accountants for Thomas & Betts, the fees and
disbursements of counsel to the Selling Stockholders, but
excluding underwriting discounts and commissions, and transfer
taxes, if any.
LEGAL MATTERS
The legality of the issuance of the Common Stock offered
hereby will be passed upon for the Company by Riker, Danzig,
Scherer, Hyland & Perretti.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
An itemized statement of the estimated amount of all
expenses in connection with the distribution of the securities
registered hereby is as follows:
Securities and Exchange Commission
registration fee. . . . . . . . . . . . . . . . . . . . . . $ 8,480.49
Blue Sky fees and expense . . . . . . . . . . . . . . . . . . . 15,000.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . *
Accounting fees and expenses. . . . . . . . . . . . . . . . . . *
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . *
Transfer Agent & Registrar fees . . . . . . . . . . . . . . . . *
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . *
Total. . . . . . . . . . . . . . . . . . . . . . . . . . $ *
______________
* To be provided by amendment
Item 15. Indemnification of Directors and Officers.
In accordance with Section 14A:2-7 of the New Jersey
Business Corporation Act, which permits New Jersey corporations
to include provisions in their certificate of incorporation
limiting the liability of officers and directors, Article NINTH
of the registrant's certificate of incorporation provides:
NINTH: (1) Elimination of Certain Liability of
Directors. A director of the Corporation shall not be
personally liable to the Corporation or its shareholders for
damages for breach of any duty owed to the Corporation or
its shareholders, except for liability for any breach of
duty based upon an act or omission (a) in breach of such
person's duty of loyalty to the Corporation or its
shareholders, (b) not in good faith or involving a knowing
violation of law or (c) resulting in receipt of an improper
personal benefit.
(2) Elimination of Certain Liability of Officers.
Unless provided otherwise by law, an officer of the
Corporation shall not be personally liable to the
Corporation or its shareholders for damages for breach of
any duty owed to the Corporation or its shareholders, except
for liability for any breach of duty based upon an act or
omission (a) in breach of such person's duty of loyalty to
the Corporation or its shareholders, (b) not in good faith
or involving a knowing violation of law or (c) resulting in
receipt by such person of an improper personal benefit.
(3) Repeal or Modification of Article NINTH. Any
repeal or modification of the foregoing paragraphs by the
shareholders of the Corporation shall not adversely affect
any right or protection of a director or an officer of the
Corporation existing at the time of such repeal or
modification.
Section 14A:3-5 of the New Jersey Business Corporation Act
("Section 14A:3-5") confers broad powers upon corporations
incorporated in that State with respect to indemnification of any
person against liabilities incurred by reason of the fact that he
is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, trustee, employee or agent of
another enterprise, or the legal representative of any such
director, officer, trustee, employee or agent. The provisions of
Section 14A:3-5 are not exclusive of any other rights to which
those seeking indemnification may be entitled under any
certificate of incorporation, bylaw, agreement, vote of
shareholders or otherwise. Section 14A:3-5 also provides that
powers granted pursuant to such Section may be exercised by the
corporation notwithstanding the absence of any provision in its
certificate of incorporation or bylaws authorizing the exercise
of such powers.
Article V of the registrant's bylaws provides:
Indemnification of Officers and Directors
Section 1. Right to Indemnification. Each person who was or
is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
director or officer of the Corporation or is or was serving at
the request of the Corporation as a director or officer of
another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer, shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized or permitted by the New Jersey Business
Corporation Act, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as
to a person who has ceased to be a director or officer and shall
inure to the benefit of his or her heirs, executors and
administrators; provided, however, that the Corporation shall
indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board
of Directors. The right to indemnification conferred in this
Section shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the New Jersey
Business Corporation Act requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Section or otherwise.
Section 2. Right of Claimant to Bring Suit. If a claim
under Section 1 of this Article is not paid in full by the
Corporation within ninety days after a written claim has been
received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible
under the New Jersey Business Corporation Act for the Corporation
to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the New Jersey Business Corporation Act, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel, or its shareholders) that
the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
Section 3. Non-Exclusivity of Rights; Continuation of
Rights. The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of
any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation,
By-law, agreement, vote of shareholders or disinterested
directors or otherwise. All rights to indemnification under this
Article shall be deemed to be a contract between the Corporation
and each director or officer of the Corporation who serves or
served in such capacity at any time while this Article is in
effect. Any repeal or modification of this Article or any repeal
or modification of relevant provisions of the New Jersey Business
Corporation Act or any other applicable laws shall not in any way
diminish any rights to indemnification of such director or
officer or the obligations of the Corporation arising hereunder.
Section 4. Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any director or
officer of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any such
expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense,
liability or loss under the New Jersey Business Corporation Act.
The Company has a liability insurance policy in effect which
covers certain claims against any officer or director of the
Company by reason of certain breaches of duty, neglect, errors or
omissions committed by such person in his capacity as an officer
or director.
Item 16. Exhibits
(a) Exhibits:
* 5.1 Opinion of Riker, Danzig, Scherer, Hyland &
Perretti.
24.1 Consent of KPMG Peat Marwick, independent
certified public accountants.
*24.3 Consent of Riker, Danzig, Scherer, Hyland, &
Perretti (to be included in the opinion
filed as Exhibit 5.1.)
____________
* To be provided by amendment.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions set forth in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Thomas & Betts Corporation certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Memphis, State of
Tennessee, on August 1, 1994.
THOMAS & BETTS CORPORATION
By /s/ James D. Hay
(James D. Hay)
Vice President-General Counsel
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James D. Hay as
his or her true and lawful attorney-in-fact and agent, with full
power of substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all
amendments and post-effective amendments to this Registration
Statement, and to file the same with all exhibits thereto, unto
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ T. Kevin Dunnigan Chairman of the Board August 1, 1994
(T. Kevin Dunnigan) and Chief Executive
Officer
/s/ C. R. Moore President, Chief August 1, 1994
(Clyde R. Moore) Operating Officer
and Director
/s/ Ronald P. Babcock Vice President-Finance August 1, 1994
(Ronald P. Babcock) and Treasurer
(Principal Financial
and Principal Accounting
Officer)<PAGE>
____________________ Director August 1, 1994
(Raymond B. Carey, Jr.)
/s/ Ernest H. Drew Director August 1, 1994
(Ernest H. Drew)
/s J. K. Hauswald Director August 1, 1994
(Jeananne K. Hauswald)
/s/ Thomas W. Jones Director August 1, 1994
(Thomas W. Jones)
/s/ Robert A. Kenkel Director August 1, 1994
(Robert A. Kenkel)
/s/ J. David Parkinson Director August 1, 1994
(J. David Parkinson)
/s/ Ian M. Ross Director August 1, 1994
(Ian M. Ross)
____________________ Director August 1, 1994
(William H. Waltrip)
</TABLE>
<PAGE>
EXHIBIT 24.1
CONSENT OF KPMG PEAT MARWICK
ACCOUNTANTS' CONSENT
The Board of Directors
Thomas & Betts Corporation:
We consent to the use of our reports incorporated by reference
herein and in the Prospectus.
KPMG PEAT MARWICK
Memphis, Tennessee
July 29, 1994
