<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended January 2, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 1-4682
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 Number)
1555 Lynnfield Road, Memphis, Tennessee 38119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 682-7766
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, Par Value $.50 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. YES X NO___
Indicated by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates
of the registrant as of February 4, 1994: $1,184,634,681.25.
(For purposes of this filing only, the registrant classified all
executive officers and directors as affiliates).
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at February 4, 1994
Common Stock, Par Value $.50 19,148,082 Shares
DOCUMENTS OR PARTS THEREOF INCORPORATED BY REFERENCE
Form 10-K Part Into Which the
Document or Part Thereof Document is Incorporated
1993 Annual Report to Shareholders Part I, Item 1
Part II, Items 5-8
Part IV, Item 14(a) (1)
1994 Proxy Statement Part III, Items 10-13
<PAGE>
<PAGE> PART I
ITEM 1. DESCRIPTION OF BUSINESS
(Items either not applicable or not material have been
excluded.)
(a) (c) General Development and Narrative Description of Business
Thomas & Betts Corporation ("the Corporation") designs,
manufactures and markets a broad line of electrical and electronic
connectors, components and related products for worldwide electrical and
electronic markets. In North America, the Corporation 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
Corporation is also a worldwide designer and manufacturer of electronic
connectors, flat cable, and ceramic chip capacitors, which are sold
primarily to OEMs in the automotive, computer, office equipment, test
equipment, instrumentation, industrial automation and telecommunications
industries.
The Corporation was established in 1898 as a sales agency for
electrical wires and raceways and was incorporated in New Jersey in
1917, where it maintained its corporate headquarters until relocated at
the end of 1993 to Memphis, Tennessee, the principal business site of
the Corporation's largest operation. It has expanded its business and
product line through acquisitions and internal development. The 1992
acquisition of FL Industries Holdings, Inc., whose operating business
was known as American Electric, and six other product line acquisitions
since then, represent a continuation of the Corporation's strategy to
expand its product line and markets served and to enhance customer
service.
The Corporation acquired American Electric for consideration
totaling $436.8 million (excluding $7.3 million of debt assumed).
American Electric, before its integration into the Corporation, was a
leading manufacturer of a broad range of electrical products and
accessories for industrial and construction, utility and retail markets.
The Corporation recently reorganized its operating structure and
currently operates through seven divisions: Electrical Components,
Electronics/OEM, Utility, Lighting, HMR (Heating, Mechanical,
Refrigeration), Europe and Vitramon.
The products of the Electrical Components, Lighting, Utility and
HMR Divisions are manufactured and assembled at facilities located in
the United States, Puerto Rico, Canada, and Mexico and are sold
primarily in North America.
The Electronics/OEM division consists of the Corporation's former
Electronics and Pacific Divisions. Recently, certain OEM-type products,
previously sold only by the Electrical Components Division have been
added to its product package. This expanded Electronics/OEM Division
has manufacturing facilities in the United States, Japan, Taiwan, and
Singapore.
The European Division has manufacturing facilities in England and
Luxembourg, and its electrical and electronics products are sold
primarily in Europe. The Vitramon Division has manufacturing facilities
in the United States, Germany, France, England and Brazil and its
ceramic chip capacitor products are sold primarily in North America and
Europe, with rapid growth occurring in the Far East.
The Corporation's line of products is sold worldwide through
electrical and electronic distributors and directly to OEMs and other
end users. No one of the Corporation's end users or distributors
accounted for more than 5% of the Corporation's 1993 net sales.
The Corporation generally considers electrical products to be those
that connect, terminate, protect and manage raceways, wires and cables
for the distribution of electrical power, and considers electronic
products to be those that carry electronic data, voice and video signals
such as connectors, components and systems. The Corporation's
electrical products include fittings and accessories for electrical
raceways, crimp and mechanical connectors for small wires and power
cables, metal switch and outlet boxes, wire fastening devices and
markers, insulation products, metal framing, lighting fixtures,
transmission and distribution poles and lattice steel transmission
towers.
The Corporation's electrical products are used in industrial,
commercial and residential construction, utility and telecommunications
markets. The Corporation also manufactures electrical products for
retail consumer use, as well as a line of space heaters and related
equipment for the heating, mechanical and refrigeration markets.
The Corporation's electronic products include connectors for use
both inside equipment and for interconnecting equipment, as well as
related components used on printed circuit boards such as electronic
connectors and ceramic chip capacitors. The Corporation manufactures
electronic products for the automotive, computer, office equipment, test
equipment, instrumentation, industrial automation and telecommunications
industries.
ELECTRICAL PRODUCTS
Set forth below are types of customers to which the Corporation
sells its electrical products, as well as products that such customers
typically purchase from the Corporation.
Industrial, Commercial and Residential Construction
Industrial, commercial and residential construction customers for
the Corporation's electrical products include industrial and commercial
construction and renovation companies, OEMs, electrical contractors, and
maintenance and repair operations. The Corporation has thousands of
such customers, and no single end user or distributor accounted for more
than 5% of the Corporation's 1993 sales.
The Corporation designs, manufactures and markets thousands of
different electrical connectors, components and other products for
industrial, commercial and residential construction applications,
including (i) fittings and accessories for electrical raceways; (ii)
fastening products, such as plastic and metallic ties for bundling wire
and flexible tubing; (iii) terminals for small wires and power cables;
(iv) power connectors, such as compression and mechanical connectors for
high current power and grounding applications; (v) indoor and outdoor
switch and outlet boxes, covers and accessories; (vi) floor boxes; (vii)
metal framing, used as structural supports for conduits, cable trays,
electrical enclosures and lighting raceways; (viii) ground rods and
clamps; (ix) products for outdoor security, roadway and adverse and
hazardous location lighting; and (x) other products, including
insulation products, wire markers and application tooling products.
The Corporation markets its electrical products under various brand
names. These brand names and the related products include THOMAS &
BETTS and T&B electrical products and ELECTRICIANS SUPPLIES products,
TY-RAP cable ties, STA-KON terminals, STEEL CITY indoor switch and
outlet boxes, covers, floor boxes and conduit fittings, PERFECT-LINE
outdoor lampholders and boxes and covers, BLACKBURN and COLOR-KEYED
power connectors and grounding devices, HOLUB wire connectors, tools and
accessories, KINDORF and SUPERSTRUT metal framing products, AMERICAN
ELECTRIC LIGHTING and HAZLUX lighting products and certain other
electrical products.
In North America, the Corporation's products for industrial,
commercial and residential construction customers are sold through
electrical distributors. The Corporation has relationships with over
2,000 national, regional and independent distributors and buying groups
with locations across North America. The Corporation has a network of
factory and independent sales representatives who work with distributors
and end users to increase demand for its products.
The Corporation believes that it has strong relationships with its
distributors as a result of the breadth and quality of its product line,
innovative service programs, product innovation, competitive pricing and
brand name recognition among its customers.
The Corporation also manufactures and distributes its products
internationally. Certain of the Corporation's standard products are
sold in countries where they conform to the applicable local electrical
requirements, while other products are specially designed and
manufactured to conform to local standards. The Corporation enhances
its capabilities in Europe and the Pacific Region with local
engineering, manufacturing and marketing operations. The Corporation
also markets electrical products through offshore sales agents and
domestic exporters.
Utility
The Corporation designs, manufactures and markets transmission and
distribution poles and towers; flood, roadway and security lighting
fixtures; and connectors, grounding systems, fastening products and
splice enclosures for North American power and telecommunications
companies. These products are primarily sold to five market segments:
investor-owned utilities; cooperatives, which purchase power from
utilities and manage its use; municipal utilities; cable television
operating companies; and telephone companies. The Corporation's utility
and telecommunications customer base includes over 2000 different
companies and other entities. No single utility or telecommunications
end user or distributor accounted for more than 3% of the Corporation's
1993 sales.
The Corporation's utility products include tubular steel
transmission and distribution poles, lattice steel transmission towers,
as well as BLACKBURN high-voltage connectors and grounding systems,
KOLD-N-KLOSE encapsulation and sheath repair systems, T&B aerial, pole,
pedestal and buried splice enclosures, and AMERICAN ELECTRIC LIGHTING
roadway, security and area lighting fixtures. The Corporation
manufactures and sells its transmission towers and its transmission and
distribution poles under various of the ANCHOR METALS, LEHIGH, POWER
STRUCTURES, MEYER, and THOMAS & BETTS brand names. The Corporation
believes that its sales of towers, poles and related products is
enhanced by its ability to design and manufacture quality, customized
products for specific purposes or locations.
The Corporation's utility products are sold both directly to end
users and through distributors. Direct sales typically occur when
products such as steel transmission poles, lighting fixtures and lattice
towers are custom manufactured according to a particular utility's
specifications. Other products are usually sold through distributors
that specialize in selling to utilities and telecommunications
companies. In either case, however, products must typically be pre-
approved by the end user. The Corporation utilizes manufacturers'
representative organizations throughout the United States in conjunction
with its direct sales force to gain customer approvals. The Corporation
also sells roadway and area lighting fixtures, power connectors, lattice
towers and steel poles internationally.
Heating, Mechanical and Refrigeration ("HMR")
The Corporation designs, manufactures and markets heaters and other
products for nonresidential end users such as commercial and industrial
buildings. There are thousands of customers for the Corporation's HMR
products and no single end user or distributor accounted for more than
1% of the Corporation's 1993 net sales.
Products include gas, oil and electric unit heaters, gas-fired duct
furnaces, indirect and direct gas-fired make-up air heaters and infrared
heaters for the HMR marketplace under the REZNOR brand name.
The Corporation's products are sold through heating, ventilation
and air conditioning ("HVAC"), mechanical, and refrigeration
distributors in hundreds of locations in North America. HVAC,
mechanical and refrigeration distributors are reducing their vendor
base. The Corporation believes that the broad array of its HMR
products, the brand name recognition of REZNOR by its customers and the
reputation of the Corporation's other products increases its
attractiveness to HVAC, mechanical, and refrigeration distributors. The
Corporation uses independent manufacturers' representative organizations
in connection with its HMR sales efforts in North America. REZNOR
products are also marketed in Europe and the Pacific Region.
Consumer
Certain of the Corporation's electrical products are used by
individuals who do their own home improvements and repairs, as well as
electrical contractors who purchase through retail outlets. The
Corporation sells several major product groups to these customers under
traditional contractor brand names and the ELECTRIPAK brand name. These
products include security lighting fixtures, surge protectors and
multiple outlet centers, indoor and outdoor switch and outlet boxes,
multiple meter centers, circuit breakers, load centers, wiring products,
and tools. No single retailer or distributor accounted for more than 1%
of the Corporation's 1993 sales.
The Corporation's retail products are largely AMERICAN ELECTRIC
LIGHTING, BLACKBURN, HOLUB, PERFECT-LINE, STEEL CITY, KINDORF and
SUPERSTRUT products, some of which are repackaged and sold under the
ELECTRIPAK brand name.
These products are sold primarily through retailers, including home
centers; hardware stores, including small retailers who buy from
hardware wholesalers or distributors; mass merchandisers; and warehouse
clubs. The Corporation also sells surge protection products through
office supply stores, business machine stores and electronic product
stores. Domestically, the Corporation sells its products to retailers
through a sales force composed of independent manufacturers'
representatives. The Corporation also sells ELECTRIPAK products in
Canada, the Caribbean and Latin America.
ELECTRONIC PRODUCTS
The Corporation is a worldwide designer, manufacturer and marketer
of electronic connectors, flexible interconnects, flat cable, ceramic
chip capacitors and other electronic products. The following are types
of customers to which the Corporation sells its electronic products as
well as products that such customers typically purchase from the
Corporation.
Electronic OEMs/Contractors
The Corporation's electronic products are sold primarily to OEMs in
the automotive, computer, office equipment, test equipment,
instrumentation, industrial automation and telecommunications
businesses, with the remainder of the products going to others such as
distributors or contractors. No single end user or distributor of the
Corporation's electronic products accounted for more than 3% of the
Corporation's 1993 net sales.
The Corporation sells a variety of electronic products including:
(i) printed circuit connectors; (ii) IDC connectors for mass termination
of flat cables; (iii) custom engineered connectors for automotive and
professional electronics applications; (iv) flexible interconnects, flat
cables and assemblies for automotive and other applications; (v) D-
subminiature connectors, a broad group of industry standard connectors;
and (vi) surface mounted ceramic chip capacitors. These products are
sold under various brand names, including T&B electronic connectors,
ANSLEY IDC flat cable and connectors, FLEXSTRIP jumpers, HOLMBERG D-
subminiature and card edge connectors and VITRAMON surface mounted
ceramic chip capacitors.
The Corporation, both in the United States and internationally,
designs and produces highly engineered electronic products, including
both standard products and products specifically designed for end user
applications. Many of the products specifically designed for end user
applications are developed jointly with the customer. In certain
instances, the Corporation is the sole supplier for customer-specific
products which may also become standard products for similar
applications.
In North America, the Corporation sells its standard products
through electronic distributors and direct, while providing customer-
specific products directly to major OEMs. The Corporation sells the
majority of its ceramic chip capacitors directly to OEMs, with the
remainder of its sales being made through distributors. The Corporation
sells through national, regional and local distributors serving a large
customer base.
The Corporation also manufactures and markets its electronic
products internationally, with design, manufacturing and distribution
capabilities in Europe and the Pacific Region. In Europe, as in North
America, electronic products are sold primarily to automotive, computer,
office equipment, test equipment, instrumentation, industrial automation
and telecommunications markets and certain of these electronic products
are developed and manufactured for specific customer applications. The
Corporation also manufactures and sells surface mounted ceramic chip
capacitors in Brazil.
There has been a trend on the part of OEM customers to reduce their
number of preferred suppliers, focusing on companies that can meet
quality and delivery standards and that have a global presence, a broad
product package, strong design capability and competitive prices. The
Corporation has achieved a preferred supplier designation from many of
its most important OEM customers for electronic products and continues
to seek this preferred status from other accounts.
Premises Wiring
The Corporation also manufactures and markets premises wire
management products for contractors, commercial offices, systems
integrators and other information service applications for use in
mainframe-to-terminal systems and personal computer-based local area
networks in commercial properties. Products sold to information service
customers enable them to use economical unshielded twisted-pair
telephone wiring instead of more expensive alternatives. These products
include modular voice and data connectors, twinax and coax connectors,
baluns, patch panels, jacks, wall plates and related products. These
products are sold under the NEVADA WESTERN, ARMIGER, and EPITOME brand
names. The Corporation's premises wire management and networking
products are sold primarily through distributors. The Corporation sells
premises wire management and networking products in North America and
Europe, and to a lesser extent, the Pacific Region.
MANUFACTURING AND DISTRIBUTION
The Corporation employs advanced processes in order to manufacture
quality products. The Corporation's manufacturing processes include
high-speed stamping, precision molding, machining, plating, a
proprietary ceramic wet process, and automated assembly. The
Corporation makes extensive use of computer-aided design and computer-
aided manufacturing (CAD/CAM) software and equipment to link product
engineering with its factories.
The Corporation also utilizes other advanced equipment and
techniques in the manufacturing and distribution process, including
computer software for scheduling, material requirements, shop floor
control, capacity planning, and the warehousing and shipment of
products.
The Corporation believes that its products enjoy a reputation for
quality in the markets in which they are sold. The Corporation has
implemented quality control processes in its design, manufacturing,
delivery and other operations in order to further improve product
quality and the service level to customers. These techniques include
just-in-time manufacturing programs for more efficient use of machine
tools in manufacturing different products, statistical process control,
statistical problem solving, and other processes related to the
Corporation's SIGNATURE SERVICE program.
The Corporation manufactures its products on a worldwide basis,
with manufacturing operations throughout North America, in Europe and in
the Pacific Rim.
The Corporation purchases a wide variety of raw materials for the
manufacture of its products, including precious metals such as gold and
palladium silver, brass, copper, aluminum, steel plate, steel strip,
malleable iron castings, ceramic powders, and resins. The Corporation's
sources of raw materials and component parts are well established and
are sufficiently numerous to avoid serious interruption of production in
the event that certain suppliers are unable to provide raw materials and
component parts.
RESEARCH AND DEVELOPMENT
The Corporation has research, development and engineering
capabilities in each of the three regions of the world in which it
operates in order to respond locally to its customers' needs and
technological requirements. The Corporation believes that it has a
reputation for innovation based upon its ability to develop quality new
and/or improved products that meet the specific application needs of its
customers.
The Corporation allocates significant resources to its research and
development activities. The Corporation's research, development and
engineering expenditures for the creation and application of new and
improved products and processes, restated to include those of American
Electric prior to 1992, were $22.6 million, $21.0 million and $20.0
million for 1993, 1992 and 1991, respectively. The operations acquired
in the American Electric acquisition have benefited from the
Corporation's commitment to research and development and its
technological expertise.
The research and development activities of the Corporation are
focused on specific product areas. Certain of the Corporation's recent
new products and enhancements include electrical connectors for
construction markets, special automotive assemblies, terminators for
high speed computer building wiring, special automotive connectors, fine
pitch connectors, a new cable tie line, cost-reduced direct-gas-fired
furnace, outdoor floodlight and multiple outlet centers, and continued
improvements in manufacturing efficiency and product performance of the
Corporation's VITRAMON surface mounted ceramic chip capacitors.
PATENTS AND TRADEMARKS
The Corporation owns approximately 911 active patents worldwide and
has numerous patent applications currently pending. The Corporation has
over 200 trademarks, including THOMAS & BETTS, T&B, TY-RAP, STA-KON,
ANSLEY, FLEXSTRIP, VITRAMON, BLACKBURN, STEEL CITY, KINDORF, HAZLUX,
AMERICAN ELECTRIC LIGHTING, COLOR-KEYED, SUPERSTRUT, PERFECT-LINE,
REZNOR, ANCHOR METALS, LEHIGH, MEYER, NEVADA WESTERN, ELECTRIPAK,
WESTLINE, HOLMBERG and ZINSCO. While the Corporation considers its
patents and trademarks to be valuable assets, it does not believe that
its competitive position is dependent on patent or trademark protection
or that its operations are dependent on any individual patent or
trademark. The Corporation does not consider any of its licenses,
franchises or concessions to be material to its business.
COMPETITION
The Corporation encounters competition in all areas of its
business. The Corporation competes primarily on the basis of product
quality, technology, price, performance and customer service. While no
single competitor manufactures as much as 25% of the products
manufactured by the Corporation, there are many companies which
manufacture a number of products which compete with those of the
Corporation. All of the Corporation's products are in competition with
products of other manufacturers, some of which have greater financial
and other resources than the Corporation.
EMPLOYEES
As of January 1994, the Corporation had approximately 8,000 full-
time employees worldwide.
(b) Financial Information About Industry Segments
The Corporation operates in one industry segment and information
regarding this segment is in Item 1. (a) (c) above.
(d) Financial Information About Foreign and Domestic Operations and
Export Sales
Information relating to operations in different geographic areas is
presented in the Corporation's 1993 Annual Report to Shareholders on
page 27 and is incorporated herein by reference. The risks attendant to
these sales and profits are relatively small because the operations are
in foreign countries that have relatively stable political systems. It
is expected that the international markets will continue to provide
sales growth in the future.
ITEM 2. PROPERTIES
The Corporation has total plant, office and warehouse space of
approximately 4,875,000 square feet which is located principally in 60
locations in 17 states, the Commonwealth of Puerto Rico and 15 foreign
countries.
The largest manufacturing plant, 420,000 square feet, is located in
Elizabeth, New Jersey. Other principal manufacturing plants and
offices, aggregating 3,125,000 square feet, are located in California,
Connecticut, Georgia, Louisiana, Mississippi, New Jersey, Oklahoma,
Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Wisconsin,
Puerto Rico, Brazil, Canada, France, Germany, Japan, Luxembourg, Mexico,
Singapore, Taiwan and the United Kingdom.
Principal sales offices and warehouses are located in 1,330,000
square feet of property located in California, Illinois, Georgia,
Mississippi, Nevada, New Jersey, Ohio, Pennsylvania, South Carolina,
Tennessee, Texas, Wisconsin, Australia, Canada, France, Germany, Hong
Kong, Italy, Japan, Mexico, Singapore, Spain, Sweden, and the United
Kingdom.
Of the above 4,942,000 square feet, the Corporation owns 2,594,000
square feet and leases 2,348,000 square feet. Leases covering leased
properties expire at various dates from 1994 to 2022.
The Corporation believes that its principal manufacturing and
distribution properties, as described above, are suitable and adequate
for its present needs and that it has sufficient manufacturing capacity
to meet its anticipated needs.
ITEM 3. LEGAL PROCEEDINGS
The Corporation is subject to federal, state and local
environmental laws and regulations, which govern the discharge of
pollutants into the air, soil and water, as well as the handling and
disposal of solid and hazardous wastes. The Corporation believes that
it is currently in substantial compliance with all applicable
environmental laws and regulations and that the costs of maintaining or
coming into compliance with such environmental laws and regulations will
not be material to the Corporation's financial condition.
Owners and operators of sites containing hazardous substances, as
well as generators of hazardous substances, are subject to broad
liability under various federal and state environmental laws and
regulations, including liability for cleanup costs and damages arising
out of past disposal activity. Such liability in many cases may be
imposed regardless of fault or the legality of the original disposal
activity. The Corporation is the owner or operator of various
manufacturing facilities currently being investigated or remediated,
including its closed facilities in Anniston, Alabama, and St. Louis,
Missouri. In addition, the Corporation is investigating two
manufacturing plants which were sold by American Electric prior to its
acquisition by the Corporation, located in Medora, Indiana, and Monroe,
Louisiana, that may require site remediation.
The above facilities were purchased by American Electric from other
parties between the years 1985 and 1988. At the time of these
purchases, the sellers gave commitments for indemnification for
environmental liabilities that occurred prior to the purchase of the
facilities by American Electric. There can be no assurances that such
indemnities will be honored, but the Corporation believes that the
indemnities will be honored. Subsequent to the Corporation's
acquisition of American Electric, the Corporation has entered into
agreements with the sellers to cooperate with each other in resolving
obligations in connection with the abovementioned environmental issues.
Certain Company business units have received notifications from the
United States Environmental Protection Agency ("EPA") or similar state
environmental regulatory agencies or private parties that the
Corporation, along with others, may be potentially responsible for the
remediation of twelve waste disposal sites listed for investigation
and/or cleanup under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (the "Superfund" Act) or similar
state environmental statutes. Pursuant to the Asset Purchase Agreement
dated June 28, 1985 between American Electric and ITT Corporation (ITT),
ITT has to date assumed responsibility for its costs associated with
pre-June 1985 contamination at five of the twelve waste disposal sites
identified above. The Corporation has assumed responsibility for its
share of costs for the remaining seven waste disposal sites identified
above.
The Corporation has also been served with an Administrative
Complaint by the EPA which alleges that the Surprenant Wire and Cable
facility in Clinton, Massachusetts, which was owned and operated by
American Electric from June 1985 until November 1988, failed to comply
with certain requirements of the Emergency Planning and Community Right
to Know Act for the 1987 reporting year (In The Matter of FL Industries,
Inc., EPA Region I Docket No. EPCRA-I-92-1047, filed April 1, 1992).
The EPA's complaint seeks a penalty of $176,520. The Corporation is
currently contesting this matter to determine the extent of its
liability, if any.
The Corporation is not able to predict with certainty the extent of
its ultimate liability with respect to any pending or future
environmental matters. However, the Corporation does not believe that
any such liability with respect to the aforementioned environmental
matters will have a material adverse effect upon its financial
condition.
The Corporation has been named as defendant in various product
liability and commercial legal actions arising from normal business
activities. Although the amount of any ultimate liability with respect
to such matters cannot be precisely determined, the Corporation does not
believe any such liability will be material to its financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Executive Officers of the Registrant
Date
Assumed
Present
Name Position Age Position
T. Kevin Dunnigan (1) Chairman of the Board
and Chief Executive
Officer 56 January 1992
Ronald P. Babcock (2) Vice President -
Finance and Treasurer
(Chief Financial
Officer) 58 January 1994
T. Roy Burton President - Electronics/OEM
Division 46 March 1994
Thomas A. Edmonds President - Utility
Division 44 March 1994
William A. Fredrick President - Lighting
Division 47 March 1994
Uberto Gamaggio President - European
Division 55 May 1993
Clyde R. Moore President and Chief
Operating Officer 40 January 1994
Robert Paquette President - Vitramon
Division 60 December 1992
Dominic J. Pileggi (3) President - Electrical
Components Division 42 March 1994
(1) Chief Executive Officer since January 1985.
(2) Vice President - Finance (Chief Financial Officer) since May 1983.
(3) President - Electronics Division from August 1988 to February 1994.
The above have been executive officers of the Corporation for at least
the last five years except the following:
Mr. Burton was Vice President and General Manager of Bendix
Connector Operations (1989 to 1992), Vice President-Information
Technology Operations (1992-93), and Vice President-Aerospace
Operations (1993-94) of Amphenol Corporation.
Mr. Edmonds was President of Thomas & Betts Limited (Canada) (1989
to 1991); Vice President-Corporate Planning (1991 to 1992) and
President-European Division (1992 to 1993) of the Corporation; Vice
President-Utility Group of Thomas & Betts Holdings, Inc. (1993 to
1994).
Mr. Fredrick was Vice President-Commercial and Industrial Lighting
Group of the American Electric Division of FL Industries, Inc.
(1988 to 1992); Vice President and General Manager-Commercial and
Industrial Lighting Group of Thomas & Betts Holdings, Inc. (1992 to
1994).
Mr. Gamaggio was Managing Director of Baumann GmbH, Lichtenstein,
from 1987 to 1993.
Mr. Moore was President and Chief Operating Officer of FL
Industries, Inc. from 1990 to 1992 and President of its American
Electric Division from 1985 until its acquisition by Thomas & Betts
Corporation in 1992. He was President-Electrical Division of the
Corporation from 1992 to 1994.
Mr. Paquette has been President of Vitramon, Incorporated, a
wholly-owned subsidiary of the Corporation, since it was acquired
in 1987.
The executive officers were elected by the Board of Directors for a term
which expires on May 4, 1994, the date of the next organizational
meeting of the Board of Directors. Normally, officers are elected for
one-year terms or until their successors have been elected. There
exists no special arrangement or understanding regarding election to
executive office other than that described herein. See Item 11 for
information relating to Directors.
PART II
ITEMS 5 THROUGH 8.
Information required by Items 5 through 8 of Form 10-K is included
in the Corporation's 1993 Annual Report to Shareholders and is
incorporated herein by reference as indicated below:
Item No. Page
5 17&29
6 30&31
7 16&17
8 18-29
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEMS 10, 11, 12 and 13
Registrant, on or about March 21, 1994 mailed to the Securities and
Exchange Commission for filing a definitive Proxy Statement.
Information required by Items 10, 11, 12 and 13 of Form 10-K, but not
provided herein, is included in the Proxy Statement and is incorporated
herein by reference. Certain of the information required with respect
to executive officers is also set forth in Part I of this report under
the heading "Executive Officers of the Registrant."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as a part of this report:
(1) Financial statements.
All financial statements as set forth under Item 8.
(2) Financial statement schedules.
Page
Number
I Marketable Securities - Other Investments 17
V Property, Plant and Equipment 18
VI Accumulated Depreciation of Property,
Plant and Equipment 19
VIII Valuation and Qualifying Accounts 20
IX Short-Term Borrowings 21
X Supplementary Income Statement Information 22
Independent Auditors' Report on Financial
Statement Schedules 23
All other schedules are omitted as the required information is
inapplicable or the information is presented in the financial
statements or related notes.
(3) Exhibits (numbered in accordance with Item 601 of Regulation
S-K)
(3) Restated Certificate of Incorporation and By-Laws
(10) Material Contracts
- 1988 Restricted Stock Incentive Plan
- 1993 Management Stock Ownership Plan
(12) Statements regarding Computation of Ratios (Ratio of
earnings to fixed changes)
(13) 1993 Annual Report to Shareholders
Excerpts from the 1993 Annual Report to Shareholders is
attached to the Form 10-K. If you have not received the
Annual Report to Shareholders, you may obtain one by
writing to the Investor Relations Department of the
Corporation.
(22) Subsidiaries of Registrant
Place of
Name Incorporation
FL Industries Holdings, Inc. Delaware
Thomas & Betts Holdings, Inc. New Jersey
Blackburn Electric Canada Inc. Canada
FL Amelec, Inc. Texas
Amelec S.A. de C.V. Mexico
American Electric de Mexico, S.A. de C.V. Mexico
Anchorlok de Mexico, S.A. de C.V. Mexico
Quelcor, Inc. Pennsylvania
Thomas & Betts Caribe, Inc. Delaware
Thomas & Betts FSC, Inc. U.S. Virgin Islands
Thomas & Betts Industries Co., Ltd. Taiwan, R.O.C.
Thomas & Betts International, Inc. Delaware
Thomas & Betts Aktiebolag Sweden
Thomas & Betts France France
Thomas & Betts GmbH Germany
Thomas & Betts GmbH & Company Kommanditgesellschaft Germany
Thomas & Betts Holdings (U.K.) Ltd. United Kingdom
Thomas & Betts Limited United Kingdom
Thomas & Betts Manufacturing Limited United Kingdom
Vitramon Limited United Kingdom
Thomas & Betts Hong Kong, Limited Hong Kong
Thomas & Betts Japan, Ltd. Japan
Thomas & Betts (Luxembourg) S.A. Luxembourg
Thomas & Betts de Mexico S.A. de C.V, Mexico
Thomas & Betts Pty. Limited Australia
Thomas & Betts (S.E. Asia) Pte. Ltd. Singapore
Thomas & Betts S.p.A. Italy
Thomas & Betts Limited Canada
T&B Manufacturing Ltd. Quebec, Canada
Thomas & Betts (Ontario) Ltd. Canada
Vitramon, Incorporated Delaware
Vitramon do Brasil Ltda. Brazil
Vitramon France S.A. France
Vitramon GmbH Germany
Vitramon Japan Limited Japan
Vitramon Pty. Limited Australia
All subsidiaries are included in the consolidated financial
statements.
(24) Auditors' Consent
The following exhibits are omitted as they are incorporated by
reference as indicated.
(4) Instruments defining the rights of security holders, including
indentures.
- Indenture, dated as of January 15, 1992, between the
Corporation and Morgan Guaranty Trust Company of New York,
as Trustee - See 1991 Form 10-K.
- Specimen of the Corporation's $125,000,000 aggregate
principal amount of 8 1/4% Notes due January 15, 2004 -
See 1991 Form 10-K.
- Form of Distribution Agreement for Medium-Term Notes
between the Corporation and Merrill Lynch & Co., dated
July 28, 1992 - See Form 8-K dated July 28, 1992.
- First Supplemental Indenture, dated as of July 28, 1992,
between the Corporation and Morgan Guaranty Trust Company
of New York, as Trustee - See Form 8-K dated July 28,
1992.
(10) Material Contracts
- 1990 Stock Option Plan - See 1990 Form 10-K
- Agreement and Plan of Merger by and among FL Industries
Holdings, Inc. and the shareholders thereof, the
Corporation and TBC Acquisition Corp., dated as of
November 13, 1991, as amended and restated - See Form
8 filed November 19, 1991.
- Credit Agreement dated as of December 19, 1991 among
the Corporation, the banks listed therein and Morgan
Guaranty Trust Company of New York as agent - See
Exhibit 2.2 to Company's Amendment No. 1 to its Form S-
3 Registration Statement No. 33-44153, as filed January
7, 1992.
- Executive Officer Employment Agreement Form - See 1992
Form 10-K
- 1980 Stock Option Plan - See 1992 Form 10-K
- 1985 Stock Option Plan - See 1992 Form 10-K
- Management Incentive Plan - See 1992 Form 10-K
- Officer Profit-Sharing Plan - See 1992 Form 10-K
- Restricted Stock Plan for Nonemployee Directors - See
1992 Form 10-K
(b) The following Form 8-K was filed during the last quarter of 1993:
- Form 8-K, dated December 1, 1993, noting the election of Jeananne
K. Hauswald as a director of the Corporation.
<PAGE>
<PAGE>
<TABLE> SCHEDULE I
THOMAS & BETTS CORPORATION
MARKETABLE SECURITIES-OTHER INVESTMENTS
JANUARY 2, 1994
(IN THOUSANDS)
<CAPTION>
AMOUNT AT WHICH
EACH PORTFOLIO
MARKET VALUE OF MARKETABLE
UNITS-PRINCIPAL COST OF OF EACH ISSUE SECURITIES IS
EACH TITLE OR AMOUNTS OF EACH AT BALANCE CARRIED IN THE
EACH ISSUE BONDS AND NOTES ISSUE SHEET DATE BALANCE SHEET
<S> <C> <C> <C> <C>
U.S. Government Securities $22,505 $21,122 $23,298 $21,122
Time and Certificates of
Deposit 8,563 8,555 8,605 8,555
Preferred Stocks (1) 1,866 1,866 2,446 1,866
Totals $32,934 $31,543 $34,349 $31,543
<FN>
(1) All are rated AAA by Standard & Poor's rating service.
/TABLE
<PAGE>
<PAGE>
<TABLE>
SCHEDULE V
THOMAS & BETTS CORPORATION
PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED JANUARY 2, 1994 AND DECEMBER 31, 1992 AND 1991
(IN THOUSANDS)
<CAPTION>
OTHER
BALANCE AT EFFECT OF CHANGES BALANCE
BEGINNING ADDITIONS CURRENCY ADD AT END
CLASSIFICATION OF PERIOD AT COST CHANGES RETIREMENTS (DEDUCT) OF PERIOD
(1)
<S> <C> <C> <C> <C> <C> <C>
Year ended January 2, 1994:
Land and land improvements $ 19,544 $ 4 $ 234 $ (5,351) $ (1,157) $ 13,274
Buildings 130,285 4,198 (158) (4,886) 8,119 137,558
Machinery and equipment 387,731 34,353 (6,152) (11,893) 16,404 420,443
$ 537,560 $ 38,555 $ (6,076) $ (22,130) $ 23,366 $ 571,275
Year ended December 31, 1992:
Land and land improvements $ 17,037 $ 1,678 $ 24 $ (2,155) $ 2,960 $ 19,544
Buildings 108,437 11,074 (126) (20,423) 31,323 130,285
Machinery and equipment 305,495 34,682 (4,531) (14,608) 66,693 387,731
$ 430,969 $ 47,434 $ (4,633) $ (37,186) $ 100,976 $ 537,560
Year ended December 31, 1991:
Land and land improvements $ 15,148 $ 1,756 $ 133 $ 0 $ 0 $ 17,037
Buildings 99,439 8,882 362 (206) (40) 108,437
Machinery and equipment 288,769 29,654 (1,168) (6,898) (4,862) 305,495
$ 403,356 $ 40,292 $ (673) $ (7,104) $ (4,902) $ 430,969
<FN>
(1) Includes additions of $103,763 in 1992 for the assets of businesses acquired in purchase transactions.
/TABLE
<PAGE>
<PAGE>
<TABLE>
SCHEDULE VI
THOMAS & BETTS CORPORATION
ACCUMULATED DEPRECIATION OF
PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED JANUARY 2, 1994 AND DECEMBER 31, 1992 AND 1991
(IN THOUSANDS)
<CAPTION>
OTHER
BALANCE AT EFFECT OF CHANGES BALANCE
BEGINNING ADDITIONS CURRENCY ADD AT END
CLASSIFICATION OF PERIOD AT COST CHANGES RETIREMENTS (DEDUCT) OF PERIOD
(1)
<S> <C> <C> <C> <C> <C> <C>
Year ended January 2, 1994:
Land and land improvements $ 1,414 $ 306 $ (13) $ (120) $ 11 $ 1,598
Buildings 29,414 6,452 (338) (3,571) (3) 31,954
Machinery and equipment 210,594 39,368 (3,628) (6,575) 1,960 241,719
$ 241,422 $ 46,126 $ (3,979) $ (10,266) $ 1,968 $ 275,271
Year ended December 31, 1992:
Land and land improvements $ 1,465 $ 187 $ 4 $ (243) $ 1 $ 1,414
Buildings 27,041 5,004 (167) (2,966) 502 29,414
Machinery and equipment 189,063 36,042 (2,395) (10,330) (1,786) 210,594
$ 217,569 $ 41,233 $ (2,558) $ (13,539) $ (1,283) $ 241,422
Year ended December 31, 1991:
Land and land improvements $ 1,193 $ 274 $ (2) $ 0 $ 0 $ 1,465
Buildings 23,334 3,958 (28) (216) (7) 27,041
Machinery and equipment 172,546 26,701 (285) (5,806) (4,093) 189,063
$ 197,073 $ 30,933 $ (315) $ (6,022) $ (4,100) $ 217,569
<FN>
(1) Refer to "Notes to Consolidated Financial Statements" in the 1993 Annual Report to
Shareholders for depreciation methods and useful lives.
/TABLE
<PAGE>
<PAGE>
<TABLE>
SCHEDULE VIII
THOMAS & BETTS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JANUARY 2, 1994 AND DECEMBER 31, 1992 AND 1991
(IN THOUSANDS)
<CAPTION>
ADDITIONS
BALANCE AT
BEGINNING CHARGED TO CHARGED TO BALANCE AT
OF COST AND OTHER END OF
DESCRIPTION PERIOD EXPENSES ACCOUNTS (DEDUCTIONS) PERIOD
<S> <C> <C> <C> <C> <C>
Year ended January 2, 1994:
Allowance for doubtful accounts
and cash discounts $ 5,103 $ 1,291 (1) $ 127 (3) $(1,229) (4) $ 5,292
Valuation allowance for deferred tax assets $ $11,886 (2) $ - $(1,284) (5) $10,602
Year ended December 31, 1992:
Allowance for doubtful accounts
and cash discounts $ 4,068 $ 845 (1) $ 826 (3) $ (636) (4) $ 5,103
Year ended December 31, 1991:
Allowance for doubtful accounts
and cash discounts $ 3,146 $ 1,518 (1) $ - $ (596) (4) $ 4,068
<FN>
(1) Includes provision of $1,286 in 1993, $934 in 1992, and $1,546 in 1991 for doubtful accounts. Remaining
amounts represent net change in cash discount reserve and translation adjustments.
(2) Includes $9,687 which relates to the cumulative effect of implementing SFAS 109 at January 1, 1993.
(3) Balance acquired in business acquisitions.
(4) Write-offs of uncollected accounts.
(5) Includes foreign currency translation adjustment of $(408).
/TABLE
<PAGE>
<PAGE>
<TABLE>
SCHEDULE IX
THOMAS & BETTS CORPORATION
SHORT-TERM BORROWINGS
YEARS ENDED JANUARY 2, 1994 AND DECEMBER 31, 1992 AND 1991
(DOLLARS IN THOUSANDS)
<CAPTION>
CATEGORY OF WEIGHTED AVERAGE MAXIMUM AMOUNT AVERAGE AMOUNT WEIGHTED AVERAGE
AGGREGATE SHORT- BALANCE AT INTEREST RATE AT OUTSTANDING DURING OUTSTANDING DURING INTEREST RATE
TERM BORROWINGS END OF PERIOD END OF PERIOD THE PERIOD THE PERIOD DURING THE PERIOD
(1) (1) (1)
<S> <C> <C> <C> <C> <C>
Year Ended
January 2, 1994:
Banks $20,539 6% $28,577 $25,411 8%
Year Ended
December 31, 1992:
Banks $24,200 10% $40,808 $31,295 10%
Year Ended
December 31, 1991:
Banks $74,661 8% $85,525 $73,904 9%
<FN>
(1) Derived based on month-end amounts.
/TABLE
<PAGE>
<PAGE>
SCHEDULE X
THOMAS & BETTS CORPORATION
SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED JANUARY 2, 1994 AND DECEMBER 31, 1992 AND 1991
(IN THOUSANDS)
1993 1992 1991
Maintenance and repairs $19,331 $20,578 $15,574
Advertising costs $13,654 $14,750 $ 8,207
Amortization of intangible assets $11,780 $13,498 $ 4,154
Amounts for taxes other than payroll and income taxes, and royalties are
not presented as such amounts are less than 1% of total sales.
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
The Shareholders and Board of Directors
Thomas & Betts Corporation:
Under date of February 3, 1994, we reported on the consolidated
balance sheets of Thomas & Betts Corporation and subsidiaries as of
January 2, 1994, and December 31, 1992 and the related consolidated
statements of earnings, cash flows, and shareholders' equity for each of
the years in the three-year period ended January 2, 1994 as contained in
the 1993 Annual Report to Shareholders. These consolidated financial
statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year 1993 In connection with our
audits of the aforementioned consolidated financial statements, we also
have audited the related financial statement schedules as listed in the
accompanying index. These financial statement schedules are the
responsibility of the Corporation's management. Our responsibility is
to express an opinion on these financial statement schedules based on
our audits.
In our opinion, such financial statement schedules, when considered
in relation to the basic consolidated financial statements taken as a
whole, present fairly, in all material respects, the information set
forth therein.
KPMG Peat Marwick
Short Hills, New Jersey
February 3, 1994
<PAGE>
<PAGE> SIGNATURES
PURSUANT TO THE REQUIREMENTS TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS
ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED.
THOMAS & BETTS CORPORATION
Signature Title Date
/s/ T. Kevin Dunnigan Chairman of the Board, March 3, 1994
(T. Kevin Dunnigan) Chief Executive Officer
and Director
/s/ Clyde R. Moore President, Chief March 3, 1994
(Clyde R. Moore) Operating Officer
and Director
/s/ Ronald P. Babcock Vice President - Finance March 3, 1994
(Ronald P. Babcock) and Treasurer (Chief
Financial Officer
and Principal Accounting
Officer)
/s/ James D. Hay Vice President - General March 3, 1994
(James D. Hay) Counsel
/s/ Hobart Betts Director March 3, 1994
(Hobart Betts)
/s/ Raymond B. Carey, Jr. Director March 3, 1994
(Raymond B. Carey, Jr.)
/s/ Ernest H. Drew Director March 3, 1994
(Ernest H. Drew)
/s/ Jeananne K. Hauswald Director March 3, 1994
(Jeananne K. Hauswald)
/s/ Thomas W. Jones Director March 3, 1994
(Thomas W. Jones)
Director March , 1994
(Robert H. McCaffrey)
/s/ J. David Parkinson Director March 3, 1994
(J. David Parkinson)
/s/ Ian M. Ross Director March 3, 1994
(Ian M. Ross)
Director March , 1994
(Jerre L. Stead)
/s/ William H. Waltrip Director March 3, 1994
(William H. Waltrip)
<PAGE>
EXHIBIT 3
RESTATED CERTIFICATE OF INCORPORATION
AND BYLAWS
RESTATED CERTIFICATE OF INCORPORATION
OF
THOMAS & BETTS CORPORATION
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:9-5 of the New Jersey
Business Corporation Act, the undersigned corporation hereby executes
the following Restated Certificate of Incorporation.
FIRST: The name of the Corporation is Thomas & Betts Corporation.
SECOND: The purpose or purposes for which the Corporation is
organized are:
(1) To make and deal in proprietary and manufactured articles of all
kinds and description and in electrical, chemical, photographical,
surgical and scientific apparatus, devices and machinery of all kinds,
and to carry on any other manufacturing, trading or distributing
business, such as merchants, factors, agents or otherwise.
(2) To carry on a general contracting business; to do electrical
work of every kind and description, including the business of
electricians, electrical and mechanical engineers and dealers, either as
principals or agents, in electric motors, dynamos and electrical
machinery, appliances, plants and supplies of any nature or kind
whatsoever; to construct, erect, install, alter, repair, equip and deal
in works, plants, instruments and machinery for generating, supplying
and distributing electricity for light, heat, power or other purposes.
(3) To manufacture, purchase or otherwise acquire, hold, own,
mortgage, sell, assign and transfer, invest, trade, deal in and with
other goods, wares, merchandise and property of every class and
description, and generally to purchase, take on lease or in exchange,
hire or otherwise acquire, deal in and with both real and personal
property and any rights or privileges which the Corporation may consider
necessary or convenient for the purpose of its business aforesaid.
(4) To purchase or otherwise acquire the business or property of any
person, firm, association or corporation, and to pay for the same in
cash, stock or bonds of the Corporation or otherwise, and to hold or in
any manner dispose of the whole or any part of the business or property
so purchased, or to conduct or manage in any lawful manner the whole or
any part of the business or property so acquired, and to exercise all
the powers necessary or convenient in and about the conducting and
managing of such business or property.
(5) To purchase or otherwise acquire, hold, sell or otherwise
dispose of stocks, bonds, debentures, notes, or other evidences of
indebtedness of any corporation, including its own, for cash, or real or
personal property, or in exchange for stocks, bonds, debentures, notes,
or other evidences of indebtedness of any corporation, including its
own, with full power to borrow such moneys as may be necessary for the
purpose of its business, and to make and issue promissory notes, bills
of exchange, bonds, debentures, obligations and evidences of
indebtedness of all kinds, whether secured by mortgage, pledge, or
otherwise, without limit as to amount, and to secure the same by
mortgage, pledge, or otherwise; but it is not intended hereby to provide
for and authorize the transaction of a banking business.
(6) To purchase, acquire, hold, use, enjoy, deal in and dispose of
inventions, improvements, letters patent, patent rights, processes,
trademarks and devices and to grant licenses to use the same, and to do
and transact all lawful business incidental to any or all of the above-
mentioned objects.
(7) To make any guarantees respecting dividends, bonds, interest,
contracts or other obligations of this or other corporations.
(8) The Corporation shall also have power to conduct its business
in all its branches at one or more offices and without limitation to
purchase, acquire, hold, sell, lease, mortgage and convey real and
personal property in any state, territory or possession of the United
States and in any foreign country or place.
(9) The foregoing clauses shall be construed both as objects and
powers; and it is hereby expressly provided that the foregoing
enumeration of specific powers shall not be held to limit or restrict in
any manner the general powers of the Corporation.
THIRD: (1) The aggregate number of shares which the Corporation
is authorized to issue is 40,500,000 shares, consisting of 40,000,000
shares of Common Stock, par value $.50 per share, and 500,000 shares of
Preferred Stock, no par value. The designations, relative rights,
preferences and limitations of the shares of each class shall be as
follows:
COMMON STOCK
The Common Stock shall have full voting rights and shall entitle the
holders thereof to one vote for each share of Common Stock held by them.
PREFERRED STOCK
Subject to the provisions hereof, the Board of Directors is hereby
expressly authorized to issue the shares of Preferred Stock in series
and to fix from time to time before issuance the number of shares to be
included in each series and the designations, relative rights,
preferences and limitations of all shares of each series. The
authority of the Board of Directors with respect to each series shall
include, without limitation, the determination of any or all of the
following matters:
(a) The number of shares constituting such series and the
designation thereof to distinguish the shares of such series from the
shares of all other series;
(b) The annual dividend rate on the shares of such series and
whether such dividends shall be cumulative and, if cumulative, the date
from which dividends shall accumulate;
(c) The redemption price or prices for shares of such series, if
redeemable, and the terms and conditions of such redemption;
(d) The preference, if any, of shares of such series in the event
of any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation;
(e) The voting rights, if any, of shares of such series in
addition to the voting rights prescribed by law and the terms of
exercise of such voting rights;
(f) The right, if any, of shares of such series to be converted
into shares of any other series or class and the terms and conditions of
such conversion;
(g) The terms or amount of any sinking fund provided for the
purchase or redemption of such series; and
(h) Any other relative rights, preferences and limitations of
such series.
The shares of each series may vary from the shares of any other
series as to any of such matters.
Dividends on all outstanding shares of Preferred Stock must be
declared and paid, or set aside for payment before any dividends may be
declared and paid, or set aside for payment, on shares of Common Stock
with respect to the same dividend period.
(2) Except as may otherwise be provided by the Board of Directors,
no holder of any shares of the stock of the Corporation shall have any
preemptive rights to purchase, subscribe for, or otherwise acquire any
shares of stock of the Corporation of any class now or hereafter
authorized, or any securities exchangeable for or convertible into such
shares, or any warrants or other instruments evidencing rights or
options to subscribe for, purchase or otherwise acquire such shares.
FOURTH: The address of the Corporation's current registered office
is 28 West State Street, Trenton, New Jersey 08608, and the name of its
current registered agent at such address is The Corporation Trust
Company.
FIFTH: The number of directors constituting the current board of
directors is eleven (11). The names and addresses of the directors are
as follows:
NAMES ADDRESSES
Hobart Betts 1555 Lynnfield Road, Memphis, Tennessee 38119
Raymond B. Carey, Jr. 1555 Lynnfield Road, Memphis, Tennessee 38119
Ernest H. Drew 1555 Lynnfield Road, Memphis, Tennessee 38119
T. Kevin Dunnigan 1555 Lynnfield Road, Memphis, Tennessee 38119
Thomas W. Jones 1555 Lynnfield Road, Memphis, Tennessee 38119
Robert H. McCaffrey 1555 Lynnfield Road, Memphis, Tennessee 38119
Clyde R. Moore 1555 Lynnfield Road, Memphis, Tennessee 38119
J. David Parkinson 1555 Lynnfield Road, Memphis, Tennessee 38119
Ian M. Ross 1555 Lynnfield Road, Memphis, Tennessee 38119
Jerre L. Stead 1555 Lynnfield Road, Memphis, Tennessee 38119
William H. Waltrip 1555 Lynnfield Road, Memphis, Tennessee 38119
SIXTH: The duration of the Corporation shall be perpetual.
SEVENTH: (1) The property, affairs, and business of the Corporation
shall be managed by a Board of Directors which shall exercise all the
powers of the Corporation without action by the stockholders, except as
otherwise expressly provided by statute or by the Certificate of
Incorporation or by the By-laws. The number of directors which shall
constitute the full Board shall be such as from time to time shall be
fixed by the By-laws and such number may be altered from time to time in
the manner provided in the By-laws; but such number shall in no case be
less than three.
(2) The Board of Directors shall have power to hold its meetings
outside of the State of New Jersey at such places as from time to time
may be designated by the By-laws or by resolution of the Board.
(3) The By-laws may prescribe the number of directors necessary to
constitute a quorum of the Board of Directors, which number may be less
than a majority of the whole number of the Board of Directors.
(4) The Board of Directors may appoint from the directors an
executive committee, of which a majority shall constitute a quorum; and
to such extent as shall be provided in the By-laws, such committee shall
have and may exercise all or any of the powers of the Board of Directors
during intervals between meetings of the Board, including the power to
cause the seal of the Corporation to be affixed to all papers that may
require it.
(5) The Board of Directors shall have power from time to time to fix
and determine and to vary the amount of the working capital of the
Corporation; and to direct and determine the use and disposition of any
surplus or net profits over and above the capital stock paid in; and in
its discretion the Board of Directors may use and apply any such surplus
or net profits in purchasing or acquiring its bonds or other
obligations, or shares of its own capital stock, to such extent and in
such manner and upon such terms as the Board of Directors shall deem
expedient; but shares of such capital stock so purchased or acquired may
be resold, unless such shares shall have been retired for the purpose of
decreasing the Corporation's capital stock.
(6) The Board of Directors shall determine from time to time whether
and to what extent, and at what time and places, and under what
conditions and regulations, the accounts and books of the Corporation,
or any of them, shall be open to the inspection of stockholders, and no
stockholder shall have any right to inspect any account or book or
document of the Corporation, except as conferred by statute or
authorized by the Board of Directors, or by a resolution of the
stockholders.
(7) The Board of Directors may make By-laws, and, from time to time,
may alter, amend or repeal any By-Laws; but any By-laws made, altered or
amended by the Board of Directors may be altered, amended or repealed by
the stockholders at any annual meeting, or at any special meeting,
provided notice of such proposed alteration, amendment or repeal be
included in the notice of meeting.
EIGHTH: (1) (a) Except as otherwise provided herein, no purchase
by the Corporation from any Interested Person (as hereinafter defined)
of shares of any stock of the Corporation owned by such Interested
Person shall be made at a price exceeding the average price paid by such
Interested Person for all shares of stock of the Corporation acquired by
such Interested Person during the two-year period preceding the date of
such proposed purchase unless such purchase is approved by the
affirmative vote of not less than two-thirds of the votes cast by
Disinterested Shareholders (as hereinafter defined) entitled to vote
thereon.
(b) The provisions of this Section 1 of ARTICLE EIGHTH shall not
apply to (i) any offer to purchase made by the Corporation which is made
on the same terms and conditions to all holders of shares of stock of
the Corporation, (ii) any purchase by the Corporation of shares owned by
an Interested Person occurring after the end of two years following the
date of the last acquisition by such Interested Person of stock of the
Corporation, (iii) any transaction which may be deemed to be a purchase
by the Corporation of shares of its stock which is made in connection
with the terms or operation of any stock option or other employee
benefit plan now or hereafter maintained by the Corporation, or (iv) any
purchase by the Corporation of shares of its stock at prevailing market
prices pursuant to a stock repurchase program.
(2) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-laws of the Corporation, no Transaction (as
hereinafter defined) between the Corporation and any Interested Person
shall be valid nor shall any such Transaction be consummated unless (i)
such Transaction is expressly approved by at least the affirmative vote
of Disinterested Directors (as hereinafter defined) which vote at the
time constitutes at least a majority vote of the entire Board of
Directors of the Corporation, or (ii) such Transaction is approved by
the affirmative vote of not less than two-thirds of the votes cast by
Disinterested Shareholders entitled to vote thereon, or (iii) if such
Transaction would result in payment of cash or other property to the
shareholders of the Corporation, such transaction provides for the
payment to each of the Disinterested Shareholders upon the consummation
thereof, in exchange for all the shares of the Corporation's capital
stock held by each of such Disinterested Shareholders, consideration
which, as to both amount and kind, is equal to or greater than the
highest per share price actually paid by or for the account of such
Interested Person for the same class of shares of capital stock held by
such Disinterested Shareholders during both the two-year period prior to
the time any such Interested Person became such and the two-year period
prior to the consummation of such Transaction.
(3) For purposes of this Article: (i) the term "Interested Person"
means any individual, corporation, partnership, trust, association or
other organization or entity (including any group formed for the purpose
of acquiring, voting or holding securities of the Corporation) which
beneficially or of record, owns or controls by agreement, voting trust
or otherwise, at least 3% of the voting power of any class of capital
stock of the Corporation and who (a) is offering shares to the
Corporation for repurchase or (b) is party to a proposed Transaction
with the Corporation, as the case may be, and such term also includes
any corporation, partnership, trust, association, or other organization
or entity in which one or more Interested Persons have the power,
through the ownership of voting securities, by contract, or otherwise,
to influence significantly any of the management, activities or policies
of such corporation, partnership, trust, association, or other
organization or entity; (ii) the term "Disinterested Director" means a
director (excluding any director who is an Interested Person) who was
either a member of the Board of Directors of the Corporation prior to
the time the Interested Person in the proposed Transaction became an
Interested Person or who subsequently became a director of the
Corporation and whose election, or nomination for election, was approved
by the vote of at least a majority of the Disinterested Directors of the
Corporation voting on such nomination or election; (iii) the term
"Disinterested Shareholders" means those holders of the Corporation's
capital stock entitled to vote on the Transaction, none of which is an
Interested Person; and (iv) the term "Transaction" includes a merger,
consolidation, liquidation, or other form of corporate reorganization
deemed to involve the purchase or transfer of the shares of the
Corporation.
(4) The provisions of this Article shall not be amended without the
affirmative vote of not less than two-thirds of the votes cast by
shareholders entitled to vote thereon; provided, however, that if, at
the time of such vote, there shall be one or more Interested Persons,
(i) in the case of amendment of Section 1 or 2 of this ARTICLE EIGHTH,
such affirmative vote shall include the affirmative vote in favor of
such amendment of not less than two-thirds of the votes cast by
Disinterested Shareholders entitled to vote thereon, or (ii) in the case
of Section 2 of this ARTICLE EIGHTH, such amendment shall have been
approved by the affirmative vote of Disinterested Directors, which vote
at the time constitutes at least a majority vote of the entire Board of
Directors of the Corporation.
(5) The provisions of this Article shall be in addition to any other
provisions of the New Jersey Business Corporation Law or this
Certificate of Incorporation or the By-laws of the Corporation, each as
amended from time to time, applicable to the authorization and
consummation by the Corporation of any transaction or amendment
contemplated by this ARTICLE EIGHTH.
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 by such person 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.
Dated this first day of December, 1993.
THOMAS & BETTS CORPORATION
By
James D. Hay
Vice President-General Counsel<PAGE>
<PAGE>
BY-LAWS
OF
THOMAS & BETTS CORPORATION
As Adopted by the Board of Directors on
February 6, 1991 and Last Amended on December 1, 1993<PAGE>
<PAGE>
Amendments to By-Laws
Article Section Subject Date Amended
IX 1 Fiscal Year April 26, 1993
IV 1 Officers - Election, Term
of Office and Qualifications December 1, 1993
<PAGE>
<PAGE> TABLE OF CONTENTS
Page
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 1 Annual Meeting . . . . . . . . . . . . . . . . 1
2 Special Meetings . . . . . . . . . . . . . . . 1
3 Place of Meetings. . . . . . . . . . . . . . . 1
4 Notice of Meetings . . . . . . . . . . . . . . 1
5 Quorum; Adjournment. . . . . . . . . . . . . . 1
6 Organization . . . . . . . . . . . . . . . . . 2
7 Voting . . . . . . . . . . . . . . . . . . . . 2
8 Shareholder Lists. . . . . . . . . . . . . . . 2
9 Notice of Business and Nominations . . . . . . 2
(A) Annual Meetings of Shareholders . . . . . . . 2
(B) Special Meetings of Shareholders. . . . . . . 4
(C) General . . . . . . . . . . . . . . . . . . . 4
10 Inspectors of Elections; Opening and
Closing the Polls . . . . . . . . . . . . . . . . 5
ARTICLE II. BOARD OF DIRECTORS
Section 1 General Powers . . . . . . . . . . . . . . . . 5
2 Number, Election and Term of Office. . . . . . 5
3 Meetings . . . . . . . . . . . . . . . . . . . 6
4 Place of Meeting . . . . . . . . . . . . . . . 6
5 Notice of Meetings . . . . . . . . . . . . . . 6
6 Quorum and Manner of Acting. . . . . . . . . . 6
7 Organization . . . . . . . . . . . . . . . . . 6
8 Resignations . . . . . . . . . . . . . . . . . 7
9 Removal of Directors . . . . . . . . . . . . . 7
10 Vacancies. . . . . . . . . . . . . . . . . . . 7
11 Compensation . . . . . . . . . . . . . . . . . 7
12 Increasing Number of Directors . . . . . . . . 7
ARTICLE III. EXECUTIVE AND OTHER COMMITTEES
Section 1 Executive Committee. General Powers and
Membership . . . . . . . . . . . . . . . . . . 7
2 Procedure. . . . . . . . . . . . . . . . . . . 8
3 Other Committees . . . . . . . . . . . . . . . 8
ARTICLE IV. OFFICERS
Section 1 Election, Term of Office and Qualifications. . 8
2 Removal. . . . . . . . . . . . . . . . . . . . 9
3 Resignations . . . . . . . . . . . . . . . . . 9
4 Vacancies. . . . . . . . . . . . . . . . . . . 9
5 Chairman of the Board of Directors . . . . . . 9
6 President. . . . . . . . . . . . . . . . . . . 9
7 Chief Executive Officer. . . . . . . . . . . . 9
8 Secretary. . . . . . . . . . . . . . . . . . . 10
9 Treasurer. . . . . . . . . . . . . . . . . . . 10
ARTICLE V. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1 Right to Indemnification . . . . . . . . . . . 10
2 Right of Claimant to Bring Suit. . . . . . . . 11
3 Non-Exclusivity of Rights; Continuation of
Rights. . . . . . . . . . . . . . . . . . . . . 12
4 Insurance. . . . . . . . . . . . . . . . . . . 12
ARTICLE VI. EXECUTION OF INSTRUMENTS, ETC.
Section 1 Contracts, Etc., How Executed. . . . . . . . . 12
2 Deposits . . . . . . . . . . . . . . . . . . . 12
3 Checks, Drafts, Etc. . . . . . . . . . . . . . 13
ARTICLE VII. SHARES AND THEIR TRANSFER; SHAREHOLDER RECORDS
Section 1 Certificates of Stock. . . . . . . . . . . . . 13
2 Transfer of Shares . . . . . . . . . . . . . . 13
3 Closing of Transfer Books; Record Date . . . . 13
4 Lost and Destroyed Certificates. . . . . . . . 14
5 Regulations. . . . . . . . . . . . . . . . . . 14
6 Examination of Shareholder List. . . . . . . . 14
ARTICLE VIII. NOTICE
Section 1 Waiver of Notice . . . . . . . . . . . . . . . 15
ARTICLE IX. MISCELLANEOUS
Section 1 Fiscal Year. . . . . . . . . . . . . . . . . . 15
2 Seal . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE X. AMENDMENTS
Section 1 . . . . . . . . . . . . . . . . . . . . . . 15
<PAGE>
<PAGE>
BY-LAWS
ARTICLE I.
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of
shareholders for the election of directors and for the transaction of
such other business as may properly come before said meeting shall be
held on a day during the period from April 15 to May 15, or on any
other day, and at a time determined by the Board of Directors.
Section 2. Special Meetings. Except as otherwise required by
law, a special meeting of shareholders may be called at any time by
the Chairman of the Board of Directors or by the President or by the
Board of Directors pursuant to a resolution adopted by a majority of
the total number of directors which the Corporation would have at the
time of the adoption of such resolution if there were no vacancies
(the "Whole Board") and by no other person or persons.
Section 3. Place of Meetings. All meetings of shareholders
shall be held at the principal office of the Corporation in the State
of New Jersey, or at other places in or outside of such State as may
be designated by the Board of Directors and specified in the notice of
meeting.
Section 4. Notice of Meetings. Notice of each meeting
stating the purpose or purposes for which the meeting is called and
the time when and the place where it is to be held, shall be served
upon each shareholder of record entitled to vote at such meeting,
either personally or by mailing such notice to him or her, not less
than 10 days nor more than 60 days before the time fixed for such
meeting. If mailed, it shall be directed to a shareholder at his or
her address as it appears on the shareholder list. Any previously
scheduled meeting of the shareholders may be postponed by resolution
of the Board of Directors upon public notice given prior to the date
previously scheduled for such meeting of shareholders.
Section 5. Quorum; Adjournment. Except as otherwise provided
by law or by the Certificate of Incorporation, at each meeting of
shareholders, the holders of record of a majority of the total number
of the shares of capital stock entitled to vote must be present in
person or by proxy to constitute a quorum for the transaction of
business. Whether or not there is a quorum at any meeting, the
shareholders present and entitled to cast a majority of the votes
thereat or the Chairman of the meeting may adjourn and readjourn the
meeting from time to time. At any such adjourned meeting at which a
quorum is present, any business may be transacted which might have
been transacted at the meeting as originally called.
Section 6. Organization. At every meeting of the
shareholders, the Chairman of the Board of Directors, or, in his or
her absence, the President, or, in his or her absence, a Vice
President designated by the President or, in the absence of such
designation, a chairman designated by the Board of Directors, shall
act as Chairman. The Secretary or the Assistant Secretary or such
officer of the Corporation designated by the chairman shall act as
secretary of each meeting of the shareholders.
Section 7. Voting. Each shareholder of record present shall
be entitled at each meeting of shareholders to such number of votes as
shall be prescribed by the Certificate of Incorporation for the shares
of capital stock recorded in his or her name in the shareholder
records of the Corporation
(a) at the record date fixed as provided in Section 3 of
Article VII, or
(b) if no such record date shall have been fixed, then
at the close of business on the eleventh day before
the day of such meeting.
The voting at any meeting of shareholders need not be by
ballot, unless specifically required by law or requested by a
qualified voter present in person or by proxy.
Shares of its own capital stock belonging to the Corporation
shall not be voted upon directly or indirectly.
Section 8. Shareholder Lists. The Transfer Agent or the
Secretary, or such other officer as may be designated by the Board of
Directors, shall make a full, true and complete list, in alphabetical
order, of all shareholders entitled to vote at each annual or special
meeting of shareholders, and the address and the number of shares of
capital stock held by each. The Board of Directors shall produce such
list at the time and place of the meeting, to remain there during the
meeting. Such list shall be the only evidence as to who are the
shareholders entitled to vote at the meeting.
Section 9. Notice of Business and Nominations.
(A) Annual Meetings of Shareholders. (1) Nominations of
persons for election to the Board of Directors of the Corporation and
any proposal of business to be considered by the shareholders may be
made at an annual meeting of shareholders only (a) pursuant to the
Corporation's notice of meeting, (b) by or at the direction of the
Board of Directors or (c) by any shareholder of the Corporation who
was a shareholder of record at the time of giving of notice provided
for in this Section, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section.
(2) For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to clause
(c) of paragraph (A) (1) of this Section, the shareholder must have
given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered
to the Secretary at the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by
more than 30 days or delayed by more than 60 days from such
anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the 90th day prior to such annual meeting
and not later than the close of business on the later of the 60th day
prior to such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made.
Such shareholder's notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or
reelection as a director all information relating to such person that
is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director
if elected); (b) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the shareholder
giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
shareholder, as such name and address appear in the Corporation's
shareholder records, and of such beneficial owner and (ii) the class
and number of shares of the Corporation which are owned beneficially
and of record by such shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (A) (2) of this Section to the contrary, in the event that
the number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement naming
all of the nominees for director or specifying the size of the
increased Board of Directors made by the Corporation at least 70 days
prior to the first anniversary of the preceding year's annual meeting,
a shareholder's notice required by this Section shall also be
considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not
later than the close of business on the 10th day following the day on
which such public announcement is first made by the Corporation.
(B) Special Meetings of Shareholders. Only such business
shall be conducted at a special meeting of shareholders as shall have
been brought before the meeting pursuant to the notice of meeting.
Nominations of persons for election to the Board of Directors may be
made at a special meeting of shareholders at which directors are to be
elected pursuant to the notice of meeting (a) by or at the direction
of the Board of Directors or (b) by any shareholder of the Corporation
who is a shareholder of record at the time of giving of notice
provided for in this Section, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in this
Section. Nominations by shareholders of persons for election to the
Board of Directors may be made at such a special meeting of
shareholders if the shareholder's notice required by paragraph (A) (2)
of this Section shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the 90th day
prior to such special meeting and not later than the close of business
on the later of the 60th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting.
(C) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Section shall be
eligible to serve as directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth in this
Section. Except as otherwise provided by law, the Chairman of the
meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this Section
and, if any proposed nomination or business is not in compliance with
this Section, to declare that such defective proposal or nomination
shall be disregarded.
(2) For purposes of this Section, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or
in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15 (d) of the
Exchange Act.
(3) Notwithstanding the foregoing provisions of this
Section, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section.
Nothing in this Section shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Section 10. Inspectors of Elections; Opening and Closing the
Polls. The Board of Directors by resolution shall appoint one or more
inspectors, which inspector or inspectors may include individuals who
serve the Corporation in other capacities, including, without
limitation, as officers, employees, agents or representatives of the
Corporation, to act at the meeting and make a written report thereof.
One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate
has been appointed to act or is able to act at a meeting of
shareholders, the chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before discharging
his or her duties, shall take and sign an oath or affirmation
faithfully to execute the duties of inspector with strict impartiality
and according to the best of his or her ability. The inspectors shall
have the duties prescribed by law.
The chairman of the meeting shall fix and announce at the
meeting the date and time of the opening and the closing of the polls
for each matter upon which the shareholders will vote at a meeting.
ARTICLE II.
Board of Directors
Section 1. General Powers. The business of the Corporation,
except as otherwise expressly provided by law or by the Certificate of
Incorporation, shall be managed by the Board of Directors.
Section 2. Number, Election and Term of Office. A Board of
Directors of not less than seven nor more than fifteen members as may
be determined by the Board of Directors at a meeting held prior to the
annual meeting shall be elected at the annual meeting of shareholders.
The number of directors to be elected shall be stated in the notice of
the meeting. Subject to such limitation, the persons receiving the
greatest number of votes shall be the directors and they shall hold
office until the next annual meeting and until their successors shall
have been elected and qualified, or until death, resignation,
disqualification or removal. Each director shall within one month's
time of his or her election and so long as he or she shall continue to
be a director, be a bona fide holder of at least one share of the
Common Stock of the Corporation.
Section 3. Meetings. The Board of Directors shall hold
regular meetings on such days and at such hours as may be fixed by the
Board of Directors from time to time, except that a regular meeting
shall be held as soon as practicable after the adjournment of the
annual meeting of the shareholders at which such Board of Directors
shall have been elected, for the purpose of organization, the election
of officers and the transaction of such other business as may properly
come before the meeting.
Special meeting shall be held whenever called by the Chairman
of the Board of Directors or by the President or any two directors.
Section 4. Place of Meeting. Meetings of the Board of
Directors shall be held at the principal office of the Corporation or
at such other place as the Board of Directors may from time to time
determine.
Section 5. Notice of Meetings. Notice need not be given for
regular Board of Directors meetings, the dates, times, and places of
which have been fixed by the Board of Directors in advance for the
calendar year. Notice of a special meeting or of a change in the
date, time, or place of holding a regular Board of Directors meeting
shall be communicated (i) in writing to each director at the
director's residence or usual place of business, or at such other
address as the director may have designated in a written request filed
with the Secretary, at least five days before the day on which the
meeting is to be held, or (ii) orally, in person or by telephone, at
least 24 hours before the time at which the meeting is to be held.
Notice of any meeting of the Board of Directors may be waived in
writing by any director either before or after the time of such
meeting; and at any meeting at which every director shall be present,
even though without any notice, any business may be transacted.
Section 6. Quorum and Manner of Acting. A majority of the
total number of directors shall be present in person or by telephone
at any meeting of the Board of Directors in order to constitute a
quorum for the transaction of business thereat. Whether or not there
is a quorum at any meeting, a majority of the directors who are
present may adjourn and readjourn any meeting from time to time to a
day and hour certain.
Section 7. Organization. At every meeting of the Board of
Directors, the Chairman of the Board of Directors, or, in his or her
absence, the President, or, in his or her absence, a chairman chosen
by a majority of the directors present, shall preside. The Secretary
of the Corporation shall act as secretary of the meetings of the Board
of Directors. At any meeting of the Board of Directors, in the
absence of the Secretary, the chairman of such meeting shall appoint a
person to act as secretary of the meeting.
Section 8. Resignations. Any director may resign at any time
by giving written notice to the Chairman of the Board of Directors or
to the President or to the Secretary of the Corporation or to the
Board of Directors. Such resignation shall take effect at the time
specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
Section 9. Removal of Directors. Any director may be
removed, either with or without cause, at any time, by the affirmative
vote of the holder or holders of record of shares of capital stock of
the Corporation entitled to cast at least 50% of the total number of
votes entitled to be cast at a special meeting of shareholders called
for that purpose.
Section 10. Vacancies. Except as otherwise provided by law
or by the Certificate of Incorporation, any vacancy in the Board of
Directors arising at any time and for any cause, may be filled by the
vote of a majority of the directors remaining in office.
Section 11. Compensation. The Board of Directors, by the
affirmative vote of a majority of directors in office and irrespective
of any personal interest of any of them, shall have the authority to
establish reasonable compensation, including reimbursement of
expenses, of directors for services to the Corporation as directors,
officers or otherwise. Nothing herein contained shall be construed to
preclude any director from serving in any other capacity or receiving
compensation for such service.
Section 12. Increasing Number of Directors. The Board of
Directors shall have power at any time when the shareholders as such
are not assembled in a meeting, regular or special, to increase the
number of directors elected by the shareholders and forthwith to fill
such position or positions by the election of one or more directors,
to hold office until the next annual meeting of shareholders, and
until his, her or their successor or successors are elected and
qualified.
ARTICLE III.
Executive and Other Committees
Section 1. Executive Committee. General Powers and
Membership. From time to time, the Board of Directors may, by a
majority of the Whole Board, appoint from its members an Executive
Committee consisting of at least three members of the Board of
Directors, a majority of whom shall not be employees of the
Corporation, and the Committee shall meet at the call of the Chairman,
or, in the absence of the Chairman, at the call of any member of such
committee, to act for the Board of Directors, to the extent permitted
by law, in any situation in which action of the Board of Directors is
required and it is not practicable to have a meeting of the Board of
Directors. The Executive Committee shall have and may exercise all
the powers of the Board of Directors except the power to appoint or
remove a member of the Executive Committee or other committee, the
power to fill vacancies in the Board of Directors, the power to remove
an officer appointed by the Board of Directors and the power to amend
or repeal these By-laws during the intervals between the meetings of
the Board of Directors. All actions of the Executive Committee shall
be reported to the Board of Directors at its meeting next succeeding
such action and, insofar as the rights of third parties shall not be
affected thereby, shall be subject to revision and alteration by the
Board of Directors.
All members of the Board of Directors not appointed to the
Executive Committee may be authorized by appropriate action of the
Board of Directors to attend the meetings of the Executive Committee
as observers but without any right to vote at such meetings and shall
be entitled to receive such fees as shall be fixed by the Board of
Directors.
Section 2. Procedure. The Executive Committee shall fix its
own rules of procedure and shall meet where and as provided by such
rules or by resolution of the Board of Directors. The presence in
person or by telephone of a majority shall be necessary to constitute
a quorum and in every case the affirmative vote of a majority of all
members of the committee shall be necessary.
Section 3. Other Committees. From time to time, the Board of
Directors, by resolution adopted by a majority vote of the Whole
Board, may appoint any other committee or committees for any purpose
or purposes with such powers as shall be specified in the resolution
of appointment and permitted by law.
ARTICLE IV.
Officers
Section 1. Election, Term of Office and Qualifications. The
Board of Directors shall elect a President, a Secretary and a
Treasurer and it may elect a Chairman of the Board of Directors, one
or more Vice Presidents and such other officers as it may deem
necessary from time to time, with such authority and such duties as
may be prescribed by the Board of Directors from time to time.
Subject to the provisions of Section 2 and Section 3 of this Article
each elected officer shall hold office until the next annual election
and until his or her successor is chosen and qualified. Divisional
officers, who shall not be officers of the Corporation, may be
appointed by the Chief Executive Officer to perform such duties as may
be assigned from time to time by the Chief Executive Officer.
The same person, whether an officer of the Corporation or a
divisional officer, may hold more than one office, so far as permitted
by law, and exercise and perform the powers and duties thereof.
Section 2. Removal. Any officer may be removed, either with
or without cause, at any time, by resolution adopted by a majority of
the Whole Board, at any meeting of the Board of Directors, or by any
committee or officer upon whom such power of removal shall have been
conferred by resolution adopted by a majority of the Whole Board.
Section 3. Resignations. Any officer may resign at any time
by giving written notice to the Chairman of the Board of Directors or
to the President or to the Secretary or to the Board of Directors.
Any such resignation shall take effect at the time specified therein
and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 4. Vacancies. A vacancy in any office arising from
any cause may be filled for the unexpired portion of the term in the
manner prescribed in these By-laws for election to such elective
office.
Section 5. Chairman of the Board of Directors. The Chairman
of the Board of Directors shall preside at all shareholders' meetings
and meetings of the Board of Directors. He or she shall perform such
additional duties and possess such additional powers as from time to
time shall be prescribed for him or her by the Board of Directors.
Section 6. President. The President shall perform such
duties and possess such powers as from time to time shall be
prescribed for him or her by the Board of Directors. In the absence
of the Chairman of the Board of Directors he or she shall perform the
duties and possess the powers of the Chairman of the Board of
Directors.
Section 7. Chief Executive Officer. The Board of Directors
may from time to time designate either the Chairman of the Board of
Directors or the President as the Chief Executive Officer of the
Corporation to be in general charge of the business of the Corporation
in all its departments. This shall require the affirmative vote of a
majority of the Whole Board given at any meeting.
Section 8. Secretary. The Secretary shall:
(a) keep the minutes of all meetings of the shareholders
and of the Board of Directors, and of any committee of the Board of
Directors to which a secretary shall not have been appointed, in books
to be kept for the purpose;
(b) see that all notices are duly given in accordance
with these By-laws or as required by law;
(c) be custodian of the records (other than financial)
and have charge of the seal of the Corporation and see that it is used
upon all papers or documents whose execution on behalf of the
Corporation under its seal is required by law or duly authorized in
accordance with these By-laws; and
(d) in general, perform all duties incident to the
office of the Secretary and such other duties as from time to time may
be assigned by the Board of Directors or by the Chairman of the Board
of Directors or by the President or by any committee thereunto
authorized.
Section 9. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for,
all funds and securities of the Corporation; and
(b) in general, perform all the duties incident to the
office of Treasurer, and such other duties as from time to time may be
assigned by the Chairman of the Board of Directors or by the President
or by the Board of Directors or by any committee thereunto authorized.
ARTICLE V.
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.
ARTICLE VI.
Execution of Instruments, Etc.
Section 1. Contracts, Etc., How Executed. All contracts and
other corporate instruments shall be executed in the name of and in
behalf of the Corporation and delivered by the Chairman of the Board
of Directors, the President, the President of a division of the
Corporation, any Vice President or the Treasurer and attested by the
Secretary, Assistant Secretary or the Vice President-General Counsel
unless the Board of Directors shall specifically direct otherwise.
Section 2. Deposits. Funds of the Corporation may be
deposited from time to time to the credit of the Corporation with such
depositaries as may be selected by the Board of Directors or by any
committee or officer or officers, agent or agents of the Corporation
to whom such power may be delegated from time to time by the Board of
Directors.
Section 3. Checks, Drafts, Etc. All checks, drafts or other
orders for the payment of money, notes, acceptances, or other
evidences of indebtedness issued in the name of the Corporation shall
be signed by the Vice President-Finance and/or the Treasurer or such
agent or agents of the Corporation as shall be designated from time to
time by the Vice President-Finance and/or Treasurer. Unless otherwise
provided by resolution of the Board of Directors, endorsements for
deposit to the credit of the Corporation in any of its duly authorized
depositaries may be made without counter signature, by the President
or any Vice President, or the Treasurer, or by any other officer or
agent of the Corporation to whom such power shall have been delegated
by the Vice President-Finance and/or Treasurer and may be made by
hand-stamped impression in the name of the Corporation.
ARTICLE VII.
Shares and Their Transfer; Shareholder Records
Section 1. Certificates of Stock. The stock of the
Corporation shall be represented by certificates signed by the
Chairman of the Board of Directors or by the President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and sealed with the seal of the Corporation. Such seal may
be a facsimile, engraved or printed. Where any such certificate is
signed by a Transfer Agent or Assistant Transfer Agent or by a
Transfer Clerk and by a Registrar, the signatures of the Chairman of
the Board of Directors, President, Secretary, Assistant Secretary,
Treasurer or Assistant Treasurer and of the Transfer Agent, Assistant
Transfer Agent, Transfer Clerk and Registrar upon such certificate may
be facsimiles, engraved or printed.
Section 2. Transfer of Shares. Transfers of shares of the
capital stock of the Corporation shall be recorded in the shareholder
records of the Corporation when duly assigned by the holder of record
of such shares or by his or her attorney thereunto duly authorized,
and on surrender of the certificate or certificates, for such shares
or pursuant to the abandoned property laws of any state of the United
States if the shareholder's share interest shall be properly within
the jurisdiction of the state and has been deemed abandoned and
subject to custodial retention under the laws of such state.
Section 3. Closing of Transfer Books; Record Date. The Board
of Directors may close the stock transfer books for a period not
exceeding 60 days preceding the date of any meeting of shareholders or
the date for payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect; provided, however, in lieu of
closing the stock transfer books, as aforesaid the Board of Directors
may at its discretion fix in advance a date, not exceeding 60 days
preceding the date of any meeting of shareholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or
the date when any change or conversion or exchange of capital stock
shall go into effect, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting,
or entitled to receive payment of any such dividend, or any such
allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of capital stock, and all persons who
are holders of record at such time of the class of stock involved, and
no others, shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or allotment of
rights or exercise of such rights, as the case may be.
Section 4. Lost and Destroyed Certificates. The holder of
record of any certificate of stock who shall claim that such
certificate is lost or destroyed may make an affidavit or affirmation
of that fact and advertise the same in such manner as the Board of
Directors, the Transfer Agent or the Registrar may require and give a
bond, if required to do so, in the form and in such sum as the Board
of Directors, the Transfer Agent or the Registrar may direct,
sufficient to indemnify the Corporation, the Transfer Agent and the
Registrar against any claim that may be made on account of such
certificate, whereupon one or more new certificates may be issued of
the same tenor and for the same aggregate number of shares as the one
alleged to be lost or destroyed.
Section 5. Regulations. The Board of Directors may make such
rules and regulations as it may deem expedient concerning the
issuance, transfer and registration of certificates of stock; it may
appoint one or more transfer agents or registrars of transfers or
both, and may require all certificates of stock to bear the signature
of either or both.
Section 6. Examination of Shareholder List. Subject to the
limitations provided by law, upon the written request of any
shareholder, a list containing the names and addresses of all
shareholders, and the number of shares of capital stock held by each,
shall be available during regular business hours at the registered
office of the Corporation or at the office of its principal transfer
agent for inspection by any shareholder of record of the Corporation.
ARTICLE VIII.
Notice
Section 1. Waiver of Notice. No notice of the time, place or
purpose of any meeting of shareholders or directors, or of any
committee, or any publication thereof, whether prescribed by law, by
the Certificate of Incorporation or by these By-laws, need be given to
any person who attends such meeting, or who, in writing, executed
either before or after the holding thereof, waives such notice, and
such attendance or waiver shall be deemed equivalent to notice.
ARTICLE IX.
Miscellaneous
Section 1. Fiscal Year. The fiscal year of the Corporation
shall end on the Sunday closest to the end of the calendar year.
Section 2. Seal. The seal of the Corporation shall be a
device, circular in form, containing the name of the Corporation, the
figures "1917" and the words, "Corporate Seal" and "New Jersey." The
corporate seal may be used in printing, engraving, lithographing,
stamping or otherwise making, placing or affixing, or causing to be
printed, engraved, lithographed, stamped or otherwise made, placed or
affixed, upon any paper or document, by any process whatsoever, an
impression facsimile, or other reproduction of the corporate seal.
The Secretary, Assistant Secretary, Vice President-General Counsel or
any other person specifically authorized by the Board of Directors,
may use the seal of the Corporation in connection with corporate
contracts or instruments.
ARTICLE X.
Amendments
Section 1. These By-laws may be amended or repealed by the
shareholders at any annual meeting, or at any special meeting if
notice of the proposed amendment or new By-laws is included in the
notice of such meeting. These By-laws may be amended or repealed by
the affirmative vote of a majority of the Whole Board given at any
meeting, the notice or waiver of notice whereof mentions such
amendment or repeal as one of the purposes of such meeting.
<PAGE>
EXHIBIT 10
1988 RESTRICTED STOCK INCENTIVE PLAN
1. Establishment of Plan
Thomas & Betts Corporation (the "Corporation") hereby adopts the
1988 Restricted Stock Incentive Plan (the "Plan") for key employees
of the Corporation and its affiliates who have been identified as
having a responsibility for the long-term growth and success of the
Corporation. (As used in this Plan the term "affiliate" means every
entity - such as a corporation, subsidiary, partnership or joint
venture -- in which the Corporation has an ownership interest of 25%
or more.)
2. Purpose
The purpose of the Plan is to promote the long-term growth and
success of the Corporation by (i) attracting and retaining key
employees possessing outstanding ability; (ii) motivating key
employees to achieve long-term growth goals; (iii) providing key
employees with an incentive compensation opportunity which is
competitive with those of other major corporations; and (iv)
furthering the identity of interests of participating key employees
with those of the Corporation's shareholders by increasing their
ownership of the Corporation's Common Stock. The Plan accomplishes
these objectives by providing for the issue of restricted Common Stock
of the Corporation in accordance with the terms and conditions set
forth below ("Restricted Stock").
3. Restricted Stock Awards Under the Plan
"Restricted Stock Awards" under the Plan are awards of shares of
Common Stock, par value $.50 per share, of the Corporation (the
"Common Stock"), which shares shall be subject to the terms,
conditions and restrictions described in the Plan and in the
instruments evidencing such awards.
There may be annually awarded under the Plan any amount up to
fifteen one-hundreds of one percent (0.15%) of the total outstanding
shares of the Corporation's Common Stock as of the first day of each
calendar year this Plan is in effect, subject to adjustment as
provided in Section 7 hereof. Shares of Common Stock so awarded may
be either authorized but unissued shares, reacquired shares, or both.
Any shares of Common Stock forfeited to the Corporation pursuant to
the terms of the Plan on or before April 1, 1993, may again be awarded
under the Plan. All shares available in any year not awarded under
the Plan shall be available for awards in subsequent years.
In the event the Corporation acquires another business entity
(whether a corporation, partnership, proprietorship or otherwise) any
and all of the Corporation's Common Stock covered by or issued as a
result of the assumption or substitution of outstanding grants of the
acquired entity, or issued as a consequence of an acquisition, shall
not be deemed to have been issued under the Plan and shall not be
subtracted from the amount of shares available for grant under the
Plan.
4. Administration of the Plan
The Plan shall be administered by a committee (the "Committee")
of at least three persons, all of whom shall be directors of the
Corporation and shall be appointed by, and serve at the pleasure of,
the Corporation's Board of Directors ("Board"). No director shall
serve as a member of the Committee if such director is eligible for
selection as a person to whom Restricted Stock Awards may be granted
under the Plan. Vacancies occurring on the Committee shall be filled
by the Board.
A majority of the Committee shall constitute a quorum thereof and
the actions of a majority of the Committee shall be the actions of the
Committee. The Committee shall report its actions to the Board.
Except as hereinafter provided, the Committee shall have full and
final authority binding upon all who have an interest in the Plan to
establish, interpret, amend and rescind appropriate rules and
regulations relating to the Plan and to take all such steps and make
all such determinations in connection with the Plan and the Restricted
Stock awarded thereunder as it may deem necessary or advisable.
The Committee shall have the power to determine (a) whether
Restricted Stock Awards are to be made, (b) the basis for making and
determining the number of Restricted Stock Awards, (c) the number of
shares of Common Stock to be covered by each Restricted Stock Award,
(d) the time or times when Restricted Stock Awards will be made, (e)
the persons to whom Restricted Stock Awards will be made, and (f) to
impose such terms, conditions and restrictions ("Restrictions") upon
the Restricted Stock Awards as it, in its discretion, deems advisable
and appropriate.
The Committee may also, in its sole discretion permit
participants to defer the time at which such participants may dispose
all or part of their Restricted Stock in accordance with such terms
and conditions as the Committee deems advisable and appropriate.
In addition, the Committee may deduct from all payments and
distributions under the Plan any taxes required to be withheld by it
under federal, state or local law. In its sole discretion, the
Committee may award any grant, in whole or in part, in cash for the
specific and limited purpose of allowing participants to satisfy any
such federal, state or local tax obligation.
All costs and expenses, direct and indirect, involved in
connection with the administration of the Plan shall be borne by the
Corporation. The Committee may employ attorneys, consultants,
accountants, or other persons. The Committee, the Corporation, and
its officers and directors shall be entitled to rely upon the advice,
opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith
shall be final and binding upon all employees who are recipients of
Restricted Stock Awards, the Corporation and all other interested
persons.
5. Participation
Restricted Stock Awards under the Plan may be granted only to key
employees of the Corporation or its affiliates who, in the judgment
of the Committee, are responsible for the long-term growth and success
of the Corporation. Restricted Stock Awards may be made to the same
person on more than one occasion.
No member of the Board who is not an employee of the Corporation
or of an affiliate of the Corporation and no member of the Committee
shall be eligible to receive a Restricted Stock Award. The Committee
shall have the authority, if it deems it appropriate, at any time to
remove any or all Restrictions it has imposed upon shares of
Restricted Stock, other than those restrictions required by law.
As a condition to any award under the Plan, each recipient of a
Restricted Stock Award shall execute a written agreement in form and
substance satisfactory to the Committee agreeing not to dispose of
Restricted Stock in contravention of the three-year or longer
limitation period on disposal or contrary to any other Restriction
imposed upon the Restricted Stock Award by the Committee pursuant to
Section 6. Certificates for shares of Common Stock delivered pursuant
to such Restricted Stock Awards shall bear an appropriate legend
evidencing such limitation on disposal and other Restrictions.
6. Terms and Conditions of Restricted Stock Awards
No shares of Restricted Stock awarded under the Plan or shares
derived therefrom (including any shares issued to the holders of
awarded shares by reason of stock dividends, stock splits,
recapitalizations, combinations, exchange of shares, reorganizations,
mergers, consolidations or any other form of recapitalization) shall
be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of during the three year or longer limitations on disposal
period placed upon such shares of Restricted Stock. The Committee
shall have the authority to place whatever additional Restrictions it
deems appropriate on the shares awarded pursuant to this Plan.
7. Adjustments
The number of shares of Common Stock of the Corporation reserved
for awards under the Plan shall be subject to adjustment by the
Committee to reflect any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination
or exchange of shares or other similar event. All determinations made
by the Committee with respect to adjustments under this Section 7
shall be conclusive and binding for all purposes of the Plan.
8. Conditions of Forfeiture
If the employment of a recipient of an award is terminated for
any reason, other than that set forth in the following paragraph,
before the shares of such award have been released from restrictions,
such shares shall be forfeited to the Corporation unless the Committee
shall determine in a particular case that such forfeiture would not
be in the best interest of the Corporation.
If the employment of a recipient of a Restricted Stock Award is
terminated for any reason by the Corporation at a time subsequent to
a Change of Control of the Corporation, the awards shall become
immediately vested and non-forfeitable. A "Change of Control" shall
mean a change of control of a nature that would be required to be
reported in response to Item 1 (a) of the Current Report on Form 8-K,
as in effect on August 15, 1987, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"); provided
that, without limitation, such a "Change of Control" shall be deemed
to have occurred if: (i) a third person, including a "group" as such
term is used in Section 13(d)(3) of the Exchange Act, becomes the
beneficial owner, directly or indirectly, of 25% or more of the
combined voting power of the Corporation's outstanding voting
securities ordinarily having the right to vote for the election of
directors of the Corporation; or (ii) individuals who, as of the date
hereof, constitute the Board of Directors of the Corporation (the
"Board" generally and as of the date hereof the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to August 15,
1987 whose election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to
the election of the Directors of the Corporation, as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) shall be, for purposes of this Plan, considered as though such
person were a member of the Incumbent Board.
9. Compliance with Law and Other Conditions
If the shares of Common Stock that have been awarded to a
recipient pursuant to the terms of the Plan are not registered under
the Securities Act of 1933, as amended, such recipient shall be
required to represent and agree in writing (i) that any shares of
Common Stock acquired by such recipient pursuant to the Plan will not
be sold except pursuant to an effective registration statement under
the Securities Act of 1933, as amended, or pursuant to an exemption
from registration under said Act, and (ii) that such recipient is
acquiring such shares of Common Stock for his or her own account and
not with a view to the distribution thereof.
10. Amendment
The Plan may be amended at any time and from time to time by the
Board but no amendment which increases the aggregate number of shares
of Common Stock which may be awarded pursuant to the Plan or which
changes the eligibility requirements for recipients under the Plan or
which extends the period during which Restricted Stock Awards may be
granted under the Plan shall be effective unless and until the same
is approved by the shareholders of the Corporation.
11. Termination or Suspension
The Board may at any time suspend or terminate the Plan. No
Restricted Stock Awards may be granted during any suspension of the
Plan or after the Plan has terminated.
The Plan shall terminate upon the earlier of the following dates:
(a) the date of termination specified in a resolution of the
Board, or
(b) April 1, 1993.
After the Plan has terminated, the function of the Committee will
be limited to supervising the administration of Restricted Stock
Awards previously granted.
12. Miscellaneous Provisions
(a) Nothing in the Plan shall be construed to give any employee of
the Corporation or of its affiliates any right to receive a
Restricted Stock Award under the Plan.
(b) Any shares of Common Stock of the Corporation received by a
recipient as a stock dividend, or as a result of stock splits,
recapitalizations, combinations, exchanges of shares,
reorganizations, mergers, consolidations or otherwise which are
derived directly or indirectly from shares of Common Stock
received pursuant to a Restricted Stock Award shall have the
same status, be subject to the same agreements, and shall bear
the same legend as the shares received pursuant to the
Restricted Stock Award.
(c) Nothing in the Plan or in the instrument evidencing the grant of
Restricted Stock Award shall in any manner be construed to limit
in any way the right of the Corporation or of a subsidiary to
terminate an employee's employment at any time, nor is anything
contained in this Plan or in the instrument evidencing the grant
of the Restricted Stock Award to be construed as giving the
recipient the right to continued employment.
(d) No Restricted Stock Award shall be subject to alienation, sale,
assignment, pledge, encumbrance or charge and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge
the same shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to the debts, contracts,
liabilities or torts of the person entitled to such benefit.
(e) No amendment, suspension or termination of the Plan shall impair
the rights of any recipient, without his or her consent, in any
Restricted Stock previously awarded pursuant to the Plan.
(f) This Plan and all actions taken under it shall be governed as to
construction and administration by the laws of the State of New
Jersey.
(g) The adoption of this Plan will not affect any other
compensation, incentive plan, or other benefit in effect for any
employee of the Corporation or of any affiliate.
13. Shareholder Approval
The Plan shall become effective upon approval thereof by the
holders
of a majority of the shares of Common Stock of the Corporation voted
at a meeting of shareholders.
<PAGE>
<PAGE> THOMAS & BETTS CORPORATION
1993 MANAGEMENT STOCK OWNERSHIP PLAN
1. Purpose
The purpose of the Thomas & Betts Corporation 1993 Management Stock
Ownership Plan (the "Plan") is to promote the long-term success of
Thomas & Betts Corporation (the "Corporation") by providing its
officers and selected employees with incentives for continued service
with the Corporation, its subsidiaries and affiliates. Both by
encouraging such officers and employees to become owners of the
capital stock of the Corporation through stock options and by
providing actual ownership through share awards, the Plan promotes
participants' identification with the Corporation's shareholders. The
Corporation believes the Plan will assist in attracting and retaining
in its employ outstanding people with the training, experience and
ability to lead the Corporation.
2. Term
The Plan shall be effective as of May 5, 1993 and shall remain in
effect until terminated by the Corporation's Board of Directors (the
"Board"). After termination of the Plan, no future awards may be
granted, but previously granted awards shall remain outstanding in
accordance with their applicable terms and conditions and the terms
and conditions of the Plan.
3. Plan Administration
A committee appointed by the Board (the "Committee") shall be
responsible for administering the Plan. The Committee shall be
comprised of three or more members of the Board who qualify under Rule
16b-3 of the Securities and Exchange Act of 1934 (the "1934 Act"), or
any successor rule, to administer this Plan. The Committee shall have
full and exclusive power to interpret the Plan and to adopt such
rules, regulation and guidelines for carrying out the Plan as it may
deem necessary or proper, all of which power shall be exercised in the
best interests of the Corporation and in keeping with the objectives
of the Plan. These powers include, but are not limited to, selecting
award recipients, establishing terms and conditions of awards, and
adopting modifications, amendments, procedures, sub-plans and the like
as are necessary to comply with the laws and regulations of other
countries in which the Corporation operates in order to assure the
viability of awards granted under the Plan to participants employed
in such other countries. Except for the power to amend this Plan as
provided in Section 13, the Committee may delegate to the Chief
Executive Officer and/or to other senior officers of the Corporation
its duties under the Plan pursuant to such conditions or limitations
as the Committee may establish, except that only the Committee may
make any awards to or determinations regarding grants to employees who
are subject to Section 16 of the 1934 Act.
4. Eligibility
Any employee of the Corporation, including any entity that is directly
or indirectly controlled by the Corporation or any entity in which the
Corporation has a significant equity interest, as determined by the
Committee, shall be eligible to receive one or more awards under the
Plan.
5. Shares of Common Stock Subject to the Plan
a) For each calendar year, up to one and one-quarter percent (1
1/4%) of the issued and outstanding common stock of the
Corporation, par value $.50 per share, (the "Common Stock") as
of the first day of such year shall be available for issuance as
grants or awards under the Plan. In addition, the aggregate
number of (a) any shares of Common Stock which as of the
effective date of the Plan are reserved for issuance under the
1990 Stock Option Plan (the "Prior Plan") and which are not
thereafter issued; (b) any shares available for issuance under
this Plan in previous years but not actually issued; and (c) any
shares which have been exchanged by a participant as full or
partial payment to the Corporation in connection with any award
under this Plan, shall be available for issuance under this
Plan.
b) In no event, however, except as subject to adjustment as
provided in Section 6, shall more than 1,500,000 (one million,
five hundred thousand) shares of Common Stock be cumulatively
available for issuance pursuant to the exercise of incentive
stock options awarded under the Plan.
c) Each share awarded pursuant to Section 7(c) will be counted as
two shares for purposes of determining the number of shares
available for issuance as grants or awards in any calendar year.
d) In instances where a stock appreciation right ("SAR") or other
award is settled in cash or any form other than shares, then the
shares covered by these settlements shall not be deemed issued
and shall remain available for issuance under the Plan.
Further, the payment of cash dividends and dividend equivalents
in conjunction with outstanding awards shall not be counted
against the shares available for issuance. Any shares that are
issued by the Corporation, and any awards that are granted by,
or become obligations of, the Corporation through the assumption
by the Corporation or an affiliate of, or in substitution for,
outstanding awards previously granted by an acquired company
shall not, except in the case of awards granted to employees who
are subject to Section 16 of the 1934 Act, be counted against
the shares available for issuance under the Plan.
e) Any shares issued under the Plan may consist in whole or in part
of authorized and unissued shares or of treasury shares, and no
fractional shares shall be issued under the Plan. Cash may be
paid in lieu of any fractional shares in settlements of awards
under the Plan.
6. Adjustments and Reorganizations
In the event of any stock dividend, stock split, combination or
exchange of shares, merger, consolidation, spin-off or other
distribution (other than normal cash dividends) of Corporation assets
to shareholders, or any other change affecting shares, such
proportionate adjustments, if any, as the Committee in its discretion
may deem appropriate to reflect such change shall be made with respect
to (i) the aggregate number of shares that may be issued under the
Plan; (ii) each outstanding award made under the Plan; and (iii) the
price per share for any outstanding stock options, SARs and stock
awards under the Plan.
In the event that the Corporation undergoes a change of control (as
defined below), or is not the surviving company in a merger,
consolidation or amalgamation with another company, or in the event
of a liquidation or reorganization of the Corporation, and in the
absence of the surviving corporation's assumption of outstanding
awards made under this Plan, the Committee, as constituted before such
change of control, in its sole discretion, may provide for appropriate
adjustments and settlements of such awards either at the time of award
or at a subsequent date.
For purposes of this Plan, a "change of control" of the Corporation
shall mean a change of control of a nature that would be required to
be reported in response to Item 1(a) of the Current Report on Form 8-
K, as in effect on the date hereof, pursuant to Section 13 or 15(d)
of the 1934 Act; provided that, without limitation, such a "change of
control" shall be deemed to have occurred if: (i) a third person,
including a "group" as such term is used in Section 13(d)(3) of the
1934 Act, becomes the beneficial owner, directly or indirectly, of 25%
or more of the combined voting power of the Corporation's outstanding
voting securities ordinarily having the right to vote for the election
of directors of the Corporation; or (ii) individuals who, as of the
date hereof, constitute the Board of Directors of the Corporation (the
"Board" generally and as of the date hereof the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to
the election of the directors of the Corporation, as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the 1934 Act)
shall be, for purposes of this Plan, considered as though such person
were a member of the Incumbent Board.
7. Awards
The Committee shall determine the type or types of award(s) to be
granted to each participant. Awards may be granted singly, in
combination or in tandem. Awards may also be made in combination or
in tandem with, in replacement of, as alternatives, or in payment for
grants or rights under any other employee or compensation plan of the
Corporation, including the plan of any acquired entity.
(a) Stock Option -- This is an award consisting of a right to
purchase a specified number of shares of Common Stock during a
specified period as determined by the Committee. The purchase
price of each option shall be not less than 100% of Fair Market
Value on the date of grant, except that, in the case of a stock
option granted retroactively in tandem with or in substitution
for another award, the exercise or designated price may be no
lower than the Fair Market Value on the date such other award
was granted. A stock option may be in the form of an ISO which,
in addition to being subject to applicable terms, conditions,
and limitations established by the Committee, complies with
Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). The price at which shares of Common Stock may be
purchased under a stock option shall be paid in full at the time
of the exercise in cash or such other method as provided by the
Committee at the time of grant, including tendering Common
Stock, surrendering a stock award valued at Fair Market Value on
the date of surrender, surrendering a cash award, or any
combination thereof. If the option price is paid by tendering
Common Stock acquired under an ISO, such Common Stock shall have
been owned by the optionee for at least one year prior to such
payment. The Committee may grant stock options that provide for
the award of a new option when the exercise price has been paid
by tendering shares of Common Stock, such new option to be for
the number of shares tendered, with the exercise price set at
the Fair Market Value on the date of option exercise.
(b) Stock Appreciation Right -- This is an award consisting of a
right to receive a payment in cash and/or Common Stock equal to
the excess of the Fair Market Value of a specified number of
shares of Common Stock on the date the SAR is exercised over the
Fair Market Value of such shares on the date of grant as set
forth in the applicable award agreement except that, in the case
of an SAR granted retroactively in tandem with or in
substitution for another award, the exercise or designated price
may be no lower than the Fair Market Value of the Common Stock
on the date such other award was granted.
(c) Stock Award -- This is an award made in stock or denominated in
units of stock. All or part of any stock award may be subject
to conditions and restrictions established by the Committee and
set forth in the award agreement, which may include, but are not
limited to, continuous service with the Corporation, achievement
of specific business objectives, and other measurements of
individual, business unit or Corporation performance.
8. Dividends and Dividend Equivalents
The Committee may provide that awards under the Plan earn dividends
or dividend equivalents. Such dividends or dividend equivalents may
be paid currently or may be credited to a participant's account. Any
crediting of dividends or dividend equivalents shall be subject to
such restrictions and conditions as the Committee may establish,
including reinvestment in additional shares or share equivalents.
9. Deferrals and Settlements
Payment of awards may be in the form of cash, stock, other awards, or
in combinations thereof as the Committee shall determine, and with
such restrictions as it may impose. The Committee may require, or
permit participants to elect, that the issuance of shares or the
settlement of cash awards be deferred under such rules and procedures
as it may establish. It may also provide that deferred settlements
include the payment or crediting of interest on the deferred amounts
or the payment or crediting of dividend equivalents on deferred
settlements denominated in shares.
10. Fair Market Value
"Fair Market Value" for all purposes under the Plan shall mean the
average of the high and low prices of Common Stock as reported on the
composite tape for securities listed on the New York Stock Exchange
for the date in question, or if no sales of Common Stock were made on
said Exchange on that date, the average of the high and low prices of
Common Stock as reported on said composite tape for the preceding day
on which sales of Common Stock were made on said Exchange.
11. Transferability and Exercisability
All awards under the Plan shall be nontransferable and shall not be
assignable, alienable, saleable or otherwise transferable by the
participant other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order (as
defined by the Code), unless otherwise determined by the Committee.
12. Award Agreements
Awards under the Plan shall be evidenced by agreements that set forth
the terms, conditions and limitations for each award which may include
the term of an award (except that in no event shall the term of any
ISO exceed a period of ten years from the date of its grant), the
provisions applicable in the event the participant's employment
terminates, and the Corporation's authority to unilaterally or
bilaterally amend, modify, suspend, cancel or rescind any award. The
Committee need not require the execution of any such agreement by the
recipient, in which case the delivery of the award to the respective
participant will constitute the participant's acceptance and agreement
to the terms of the award.
13. Plan Amendment
The Committee may amend the Plan as it deems necessary or appropriate
to better achieve the purpose of the Plan, except that no such
amendment shall be made without the approval of the Corporation's
shareholders that would increase the number of shares available for
issuance in accordance with Sections 5 and 6 of the Plan or otherwise
cause the Plan not to comply with Rule 16b-3 or any successor rule
under the 1934 Act, or any other legal requirement.
14. Tax Withholding
The Corporation shall have the right to deduct from any settlement of
an award made under the Plan, including the delivery or vesting of
shares, a sufficient amount to cover withholding of any federal, state
or local taxes required by law, or to take such other action as may
be necessary to satisfy any such withholding obligations. The
Committee may permit a recipient of an award to tender shares of
Common Stock to the Corporation to be used to satisfy required tax
withholding, and such Common Stock shall be valued at the Fair Market
Value as of the settlement date of the applicable award.
15. Other Corporation Benefit and Compensation Programs
Unless otherwise specifically determined by the Committee, settlements
of awards received by participants under the Plan shall not be deemed
a part of a participant's regular, recurring compensation for purposes
of calculating payments or benefits from any Corporation benefit plan
or severance program or the severance pay law of any country.
Further, the Corporation may adopt other compensation programs, plans
or arrangements as it deems appropriate or necessary.
16. Unfunded Plan
Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or
a separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Corporation and any participant or other
person. To the extent any person holds any rights by virtue of a
grant awarded under the Plan, such right (unless otherwise determined
by the Committee) shall be no greater than the right of an unsecured
general creditor of the Corporation.
17. Future Rights
No person shall have any claim or rights to be granted an award under
the Plan, and no participant shall have any rights under the Plan to
be retained in the employ of the Corporation.
18. Governing Law
The validity, construction and effect of the Plan and any actions
taken or relating to the Plan shall be determined in accordance with
the laws of the State of New Jersey and applicable federal law.
19. Successors and Assigns
The Plan shall be binding on all successors and assigns of a
participant, including, without limitation, the estate of such
participant and the executor, administrator or trustee of such estate,
or any receiver or trustee in bankruptcy or representative of the
participant's creditors.
20. Rights as a Shareholder
Except as otherwise provided in the award agreement, a participant
shall have no rights as a shareholder until he or she becomes the
holder of record.
<PAGE>
<TABLE>
EXHIBIT 12
THOMAS & BETTS CORPORATION
COMPUTATION OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<CAPTION>
January 2 Year Ended December 31
1994 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Earnings before income taxes $ 78,444 $ 69,755 $67,988 $74,375 $78,925
Add:
Interest on indebtedness 30,247 33,405 12,376 12,998 10,240
Amortization of debt expense 1,062 2,538 0 0 0
Portion of rents representative of
the interest factor 7,193 6,690 3,982 3,971 3,790
Earnings as adjusted $116,946 $112,388 $84,346 $91,344 $92,955
Fixed charges:
Interest on indebtedness $ 30,247 $ 33,405 $12,752 $12,998 $10,240
Amortization of debt expense 1,062 2,538 0 0 0
Portion of rents representative of
the interest factor 7,193 6,690 3,982 3,971 3,790
Total fixed charges $ 38,502 $ 42,633 $16,734 $16,969 $14,030
Ratio of earnings to fixed charges 3.0x 2.6x 5.0x 5.4x 6.6x
</TABLE>
<PAGE>
EXHIBIT 13
ANNUAL REPORT TO SHAREHOLDERS
PART I, ITEM 1 (page 27 of Annual Report)
9. Information Relating to Operations in Different Geographic Areas
The Corporation is engaged in the design, manufacture, and
marketing of electrical and electronic connectors, components and
systems. Operations are conducted in three principal areas:
Domestic, Europe and Other International locations. Transfers
between geographic areas are priced on a basis that yields an
appropriate rate of return based on assets employed, risk and other
factors.
Financial Information Relating to Operations in Different
Geographic Areas
<TABLE>
<CAPTION>
In thousands 1993 1992 1991
<S> <C> <C> <C>
Sales to Unaffiliated Customers:
Domestic $ 815,944 $773,464 $302,185
Europe 164,159 186,165 179,518
Other International 95,800 91,447 84,739
Total 1,075,903 $1,051,076 566,442
Sales or Transfers Between Geographic Areas:
Domestic 50,303 44,806 38,237
Europe 4,854 3,358 3,449
Other International 8,563 7,287 4,288
Total 63,720 55,451 45,974
Earnings Before Income Taxes:
Domestic 60,061 45,434 30,401
Europe 7,525 10,159 20,475
Other International 12,823 13,693 16,343
Adjustments and eliminations (1,965) 469 769
Consolidated 78,444 69,755 67,988
Identifiable Assets:
Domestic 815,817 784,944 273,543
Europe 113,722 130,129 144,041
Other International 88,181 78,495 69,548
Corporate assets (principally
cash and investments) 119,726 124,087 114,084
Adjustments and eliminations (4,264) (592) (1,544)
Total $1,133,182 $1,117,063 $599,672
</TABLE>
<PAGE>
PART II, ITEM 5 (pages 17 and 29 of Annual Report)
DIVIDENDS AND RELATED SECURITY HOLDER MATTERS
In 1993, the Corporation declared cash dividends of $2.24 per share
or $42 million, representing 75 percent of earnings, compared to 82
percent in 1992. Dividends have increased 24 percent over the last five
years, from $1.80 per share in 1988 to $2.24 per share in 1993. Debt
covenants permit the Corporation to continue paying dividends at the
current rate, with increases allowed only if the dividend payout does
not exceed 50 percent of earnings. Thomas & Betts has paid dividends
for 60 consecutive years. The Corporation's common stock is traded on
the New York Stock Exchange. Thomas & Betts had 18,873,000 shares of
common stock outstanding at January 2, 1994, held by 4,294 shareholders
of record.
<PAGE>
<PAGE>
<TABLE>
QUARTERLY REVIEW
<CAPTION>
Dollars in thousands
(except per share data) 1993 1992 (1) 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C>
First Quarter
Net sales $267,124 $259,503 $151,099 $153,143 $137,387 $127,038
Gross profit 90,860 86,885 61,316 65,315 60,498 59,796
Earnings before income taxes 18,886 (3) 180 (4) 20,716 22,628 22,774 22,735
Income taxes 5,666 48 6,422 7,128 7,334 7,835
Net earnings 14,848 (3) 132 (4) 14,294 15,500 15,440 14,900
Earnings per share (2) .79 (3) .01 (4) .84 .91 .91 .88
Cash dividends declared per share .56 .56 .53 .50 .46 .42
Market price range 71 3/8-63 65 1/4-55 1/4 56 1/2-45 57 3/8-47 3/4 53 1/4-46 57 1/2 - 47
Second Quarter
Net sales $264,756 $264,673 $140,600 $151,666 $136,175 $131,637
Gross profit 89,407 90,453 56,393 63,706 59,915 62,207
Earnings before income taxes 17,479 20,444 17,381 21,907 20,374 24,149
Income taxes 5,244 5,418 5,106 6,901 6,260 8,069
Net earnings 12,235 15,026 12,275 15,006 14,114 16,080
Earnings per share (2) .65 .80 .72 .88 .83 .95
Cash dividends declared per share .56 .56 .56 .53 .50 .46
Market price range 72-62 62 1/4-54 3/4 60 7/8-52 1/2 61 1/2-52 54 1/4-46 60 3/4-51 1/4
Third Quarter
Net sales $268,474 $266,388 $135,641 $148,576 $131,318 $126,102
Gross profit 90,411 95,472 53,385 62,034 56,971 57,371
Earnings before income taxes 18,858 23,103 15,071 11,179 (5) 17,958 20,775
Income taxes 5,657 6,261 4,371 6,083 5,874 6,909
Net earnings 13,201 16,842 10,700 5,096 (5) 12,084 13,866
Earnings per share (2) .70 .90 .63 .30 (5) .71 .82
Cash dividends declared per share .56 .56 .56 .53 .50 .46
Market price range 64 7/8-59 5/8 69-59 1/2 55 3/4-50 3/8 56-40 3/4 55 3/4-48 3/4 56 1/2-48 7/8
Fourth Quarter
Net sales $275,549 $260,512 $139,102 $145,646 $139,203 $129,857
Gross profit 95,136 95,125 53,139 59,016 58,004 59,308
Earnings before income taxes 23,221 26,028 14,820 18,661 17,819 19,713
Income taxes 6,966 7,105 3,639 5,863 5,722 5,909
Net earnings 16,255 18,923 11,181 12,798 12,097 13,804
Earnings per share (2) .86 1.01 .65 .75 .71 .81
Cash dividends declared per share .56 .56 .56 .53 .50 .46
Market price range 62 5/8-57 69-62 1/4 58 1/8-50 5/8 47 1/4-40 1/4 52-47 1/8 51-45 3/8
<FN>
(1) Includes the results of American Electric acquired January 2, 1992.
(2) Based on average shares outstanding in each quarter.
(3) Includes a one-time gain of $1,628 ($.09 per share) for the cumulative effect of change in accounting
for income taxes.
(4) Includes a pre-tax charge of $15,000 ($.59 per share) for restructured operations.
(5) Includes a pre-tax charge of $9,000 ($.43 per share) for consolidating manufacturing facilities and
reducing operating expenses.
/TABLE
<PAGE>
PART II, ITEM 6 (pages 30-31 of Annual Report)
<TABLE>
ELEVEN-YEAR SUMMARY OF SELECTED FINANCIAL DATA
Thomas & Betts Corporation
<CAPTION>
Dollars and shares in thousands
(except per share data) 1993 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C>
Operational Data
Net sales $1,075,903 $1,051,076 $566,442 $599,031 $544,083 $514,634
Costs and expenses:
Cost of sales 710,089 683,141 342,209 348,960 308,695 275,952
Marketing, general and administrative 225,883 215,668 130,846 136,913 130,905 129,309
Research and development 22,564 20,969 14,961 18,543 18,350 17,531
Provision for restructured operations - 15,000 - 9,000 - -
958,536 934,778 488,016 513,416 457,950 422,792
Earnings from operations 117,367 116,298 78,426 85,615 86,133 91,842
Patent infringement recovery - - - - - -
Other income (expense)--net (38,923) (46,543) (10,438) (11,240) (7,208) (4,470)
Earnings before income taxes 78,444 69,755 67,988 74,375 78,925 87,372
Income taxes 23,533 18,832 19,538 25,975 25,190 28,722
Net earnings before cumulative effect
of change in accounting for
income taxes 54,911 50,923 48,450 48,400 53,735 58,650
Cumulative effect of change in
accounting for income taxes 1,628 - - - - -
Net earnings $ 56,539 $ 50,923 $ 48,450 48,400 53,735 58,650
Percent of sales 5.3% 4.8% 8.6% 8.1% 9.9% 11.4%
Return on average shareholders' equity 12.0% 12.3% 13.6% 14.1% 16.5% 19.4%
Financial Position (at year end)
Current assets $ 489,091 $ 463,463 $ 334,889 $ 337,136 $ 331,636 $ 294,675
Current liabilities $ 205,465 $ 198,659 $ 152,426 $ 167,103 $ 158,895 $ 124,335
Working capital $ 283,626 $ 264,804 $ 182,463 $ 170,033 $ 172,741 $ 170,340
Current ratio 2.4 to 1 2.3 to 1 2.2 to 1 2.0 to 1 2.1 to 1 2.4 to 1
Property, plant and equipment--net $ 296,004 $ 296,138 $ 213,400 $ 206,283 $ 188,747 $ 165,630
Long-term debt $ 393,502 $ 420,345 $ 68,270 $ 48,763 $ 57,579 $ 40,590
Shareholders' equity $ 480,832 $ 463,062 $ 363,394 $ 350,590 $ 335,534 $ 314,819
Total assets $1,133,182 $1,117,063 $ 599,672 $ 585,527 $ 564,309 $ 492,942
Common Stock Data
Cash dividends declared $ 42,220 $ 41,948 $ 37,708 $ 35,601 $ 33,330 $ 30,536
Percent of net earnings 75% 82% 78% 74% 62% 52%
Per share:
Earnings $ 3.00 (1) $ 2.72 $ 2.84 $ 2.84 $ 3.16 $ 3.46
Cash dividends declared $ 2.24 $ 2.24 $ 2.21 $ 2.09 $ 1.96 $ 1.80
Shareholders' equity 25.48 $ 24.68 $ 21.27 $ 20.62 $ 19.72 $ 18.57
Market price range 72-57 69-54 3/4 60 7/8-45 61 1/2-40 1/4 55 3/4-46 60 3/4-45 3/8
Other Data:
Capital expenditures $ 38,555 $ 47,434 $ 40,292 $ 47,874 $ 44,901 $ 53,899
Depreciation $ 46,026 $ 41,233 $ 30,933 $ 30,782 $ 25,558 $ 24,156
Employees 8,000 7,600 4,700 4,900 5,000 4,700
Average shares outstanding 18,837 18,717 17,053 17,030 16,998 16,953
<PAGE>
<CAPTION>
1987 1986 1985 1984 1983
<S> <C> <C> <C> <C> <C>
Operational Data:
Net sales $436,463 $385,801 $347,912 $352,232 $301,958
Costs and expenses:
Cost of sales 221,328 193,980 179,792 177,981 155,649
Marketing, general and administrative 121,700 107,539 96,459 91,570 83,135
Research and development 18,550 17,643 18,469 17,985 15,695
Provision for restructured operations 4,995 - - - -
366,573 319,162 294,720 287,536 254,479
Earnings from operations 69,890 66,639 53,192 64,696 47,479
Patent infringement recovery 5,389 - - - -
Other income (expense)--net 149 606 1,563 256 (374)
Earnings before income taxes 75,428 67,245 54,755 64,952 47,105
Income taxes 26,928 27,030 20,493 25,241 19,350
Net earnings before cumulative effect
of change in accounting for
income taxes 48,500 40,215 34,262 39,711 27,755
Cumulative effect of change in
accounting for income taxes - - - - -
Net earnings $ 48,500 $ 40,215 $ 34,262 $ 39,711 $ 27,755
Percent of sales 11.1% 10.4% 9.8% 11.3% 9.2%
Return on average shareholders' equity 17.8% 16.3% 15.0% 18.8% 14.1%
Financial position (at year end)
Current assets $259,808 $240,843 $209,659 $212,012 $184,674
Current liabilities $ 88,582 $ 80,721 $ 65,626 $ 67,607 $ 56,141
Working capital $171,226 $160,122 $144,033 $144,405 $128,533
Current ratio 2.9 to 1 3.0 to 1 3.2 to 1 3.1 to 1 3.3 to 1
Property, plant and equipment--net $141,936 $114,358 $100,905 $ 82,446 $ 80,527
Long-term debt $ 19,441 $ 16,281 $ 13,625 $ 12,679 $ 5,944
Shareholders' equity $288,577 $257,627 $234,969 $220,483 $202,531
Total assets $410,087 $363,453 $319,827 $303,326 $269,473
Common stock data
Cash dividends declared $ 26,739 $ 23,073 $ 20,665 $ 18,738 $ 16,801
Percent of net earnings 55% 57% 60% 47% 61%
Per share:
Earnings $ 2.88 $ 2.40 $ 2.05 $ 2.38 $ 1.66
Cash dividends declared $ 1.64 $ 1.48 $ 1.33 $ 1.21 $ 1.08
Shareholders' equity $ 17.07 $ 15.34 $ 14.08 $ 13.21 $ 12.11
Market price range 67 3/4-41 1/2 49 3/4-37 43 1/4-33 1/2 38-28 1/ 4 38 1/4-25 1/2
Other data:
Capital expenditures $ 43,071 $ 27,832 $ 32,656 $ 19,779 $ 13,482
Depreciation $ 21,561 $ 16,764 $ 15,138 $ 14,513 $ 12,184
Employees 4,200 4,100 3,900 3,900 3,700
Average shares outstanding 16,865 16,747 16,689 16,712 16,716
<FN>
Notes:
Includes results of American Electric acquired January 2, 1992.
Restated to include the results of Vitramon, Incorporated, acquired July 17, 1987 and accounted for as a
pooling of interests.
Adjusted for a 2-for-1 stock split paid July 9, 1984.
(1) Includes a one-time gain of $.09 per share for the cumulative effect of change in accounting for
income taxes.
/TABLE
<PAGE>
<PAGE>
PART II, ITEM 7 (pages 16 and 17 of Annual Report)
FINANCIAL REVIEW
1993 vs. 1992
Net sales for the year 1993 were $1,076 million, up 2 percent from 1992.
Net earnings of $56.5 million or $3.00 per share increased 11 percent
from 1992. Earnings in 1993 included a one-time gain of $1.6 million or
$0.09 per share for the adoption of Statement of Financial Accounting
Standard (SFAS) No. 109, "Accounting for Income Taxes." Earnings in 1992
included a pre-tax restructuring charge of $15 million, equal to $.59
per share, incurred primarily to combine the operations of American
Electric and the Electrical division of the Corporation into one
consolidated operation headquartered in Memphis, Tennessee. Without
these two items, 1993 net earnings would have been down 11 percent from
1992.
Economic conditions remained weak in North America for most of the
year and grew weaker in Europe and the Pacific. However, the
Corporation's overall sales volume was up about 5 percent from 1992,
with selling prices averaging 1 percent lower and the net effect of
exchange rate changes 2 percent unfavorable. Electrical division sales
in 1993 were up 4 percent over 1992 due primarily to growth in sales to
construction and utility markets. Electronics division sales, including
Pacific region results, were up 5 percent in 1993 compared to 1992 with
volume growth achieved despite weak economic conditions. Worldwide
sales of ceramic chip capacitors were up 6 percent in 1993, with sales
volume gains in the domestic automotive market offsetting lower pricing
and the effects of weaker currencies in Europe. European division sales
were down 14 percent in 1993 with lower sales volumes due to poor
economic conditions in Europe and the double digit unfavorable impact of
weaker currencies. In total, international sales represented 24 percent
of 1993 consolidated sales compared to 26 percent in 1992.
Gross profit margin in 1993 was 34 percent, down from 35 percent in
1992. The lower margin resulted primarily from unabsorbed overhead
related to weakness in European and certain North American markets,
competitive pricing pressure, and increased depreciation expense due to
adoption of SFAS No. 109. Marketing, general and administrative expense
represented 21.0 percent of sales in 1993 compared to 20.5 percent in
1992. Expense dollars increased 5 percent in 1993 over 1992. Research
and development expense represented 2.1 percent of sales in 1993
compared to 2.0 percent in 1992.
Other expense in 1993 decreased $7.6 million compared to 1992 due
to reduced interest expense, lower amortization of intangibles, gain on
the sale of idle property, and the absence of the one-time bank service
charges incurred in 1992 in connection with the acquisition of American
Electric. The Corporation's effective tax rate for 1993 was 30.0
percent, compared to 27.0 percent reported in 1992. The higher 1993
rate was due mainly to the alternative minimum tax credit carry forward
recovered in 1992. The Corporation's return on sales was 5.3 percent in
1993 (5.1 percent without the SFAS No. 109 gain) compared to 4.8 percent
in 1992 (5.9 percent without the restructuring charge). Return on
average shareholders' equity was 12.0 percent in 1993 (11.7 percent
without the SFAS No. 109 gain) compared to 12.3 percent in 1992 (14.8
percent excluding the restructuring charge).
1992 vs. 1991
Net sales in 1992 were $1,051 million, up 86 percent from 1991 and
included sales of American Electric, acquired in January of 1992. On a
pro forma basis (with 1991 results restated), sales were up 3 percent.
Net earnings in 1992 increased 5 percent to $50.9 million, while
earnings per share were $2.72 compared to $2.84 in 1991. Earnings in
1992 included a pre-tax restructuring charge of $15 million, equal to
$.59 per share, to combine the operations of American Electric and the
Corporation's former Electrical division and to consolidate certain
other unrelated facilities.
Pro forma sales volume was up about 3 percent from 1991, selling
prices averaged 1 percent lower and the impact of stronger foreign
currencies added 1 percent to sales. Electrical division sales in North
America increased 2 percent in 1992 over pro forma 1991 due primarily to
three small business acquisitions made in 1992. Sales growth in
industrial construction, export, and premises wiring markets were offset
by declines in the utility and telecommunications markets. Electronics
division sales, including North America and the Pacific region, were
down 2 percent from 1991. Net sales in Europe were down 1 percent in
1992, with lower sales volume partly offset by stronger currencies.
Worldwide sales of ceramic chip capacitors gained 18 percent over 1991.
With the addition of American Electric in 1992, international sales
represented 26 percent of consolidated sales compared to 47 percent in
1991.
Gross profit margin in 1992 was 35 percent compared to 40 percent
reported in 1991 and 35 percent on a pro forma basis. Margins in 1992
were pressured by competitive pricing and unabsorbed manufacturing costs
due to lower production in Europe and the Electronics division.
Marketing, general and administrative expense represented 20.5 percent
of sales in 1992, compared to 23.1 percent reported in 1991 and 21.8
percent on a pro forma basis. Research and development expense was 2.0
percent of sales compared to 2.6 percent in 1991 and 2.0 percent on a
pro forma basis.
Other expense from nonoperating items was up $36 million from 1991,
due to interest and fees on increased borrowings and the amortization of
additional intangibles principally from the acquisition of American
Electric. The Corporation's effective tax rate for 1992 was 27.0
percent, down from 28.7 percent reported in 1991. The lower 1992 rate
was due mainly to the benefit of carry forward credits relating to
alternative minimum taxes. The Corporation's return on sales was 4.8
percent in 1992 (5.9 percent without the restructuring charge) compared
to 8.6 percent in 1991. Return on average shareholders' equity was 12.3
percent in 1992 (14.8 percent excluding the restructuring charge)
compared to 13.6 percent in 1991.
LIQUIDITY AND CAPITAL RESOURCES
In January 1992, the Corporation acquired FL Industries Holdings, Inc.
("FLIH" or "American Electric") for consideration of $436.8 million
(excluding $7.3 million of debt assumed). The consideration consisted
of $89.6 million (1,564,434 shares) of newly issued common stock, $17.1
million in cash and $330.1 million to retire certain long-term debt of
FLIH. The Corporation entered into a revolving credit facility in
December 1991 to finance this acquisition. In January 1992, the
Corporation completed the sale of $125 million of 12-year debt
securities through a public offering and used the proceeds to reduce
borrowing under the credit facility. In May 1993, the credit facility
was renegotiated and reduced further to $280 million. The renegotiated
Credit Facility makes funds available for a term of four years from the
renegotiation date.
The Corporation continues to fund its capital and operating needs with
cash flows from operations augmented by borrowings under the credit
facility and other sources.
In 1992, the Corporation established a $175 million medium-term
note program providing for the issuance of notes with maturities ranging
from 9 months to 30 years. To date, the Corporation has not issued any
notes pursuant to this program.
Capital expenditures in 1993 totaled $39 million, compared to $47
million in 1992 and $40 million in 1991. These funds were used to
expand manufacturing capacity, reduce costs, produce new products and
increase efficiency at existing facilities. In 1993, the Corporation
began a major expansion of its ceramic chip capacitor manufacturing
facility in Roanoke, Virginia. In 1992, the Corporation expanded its
principal warehouse facility in Byhalia, Mississippi, and completed a
new manufacturing facility in Singapore. In 1991 the Corporation
completed expansion of its ceramic chip capacitor manufacturing facility
in Germany and constructed a new electrical/electronic manufacturing
facility in Japan.
The Corporation maintains a portfolio of marketable securities and
cash equivalents in Puerto Rico, which at year-end 1993 was valued at
$91.2 million. Although these investments represent currently available
funds, a portion is held to obtain favorable, partially tax-exempt
status on earnings generated in Puerto Rico.
In the third quarter of 1993, the Omnibus Budget Reconciliation Act
of 1993 was signed into law, increasing the corporate tax rate from 34
percent to 35 percent. While this change did not have a significant
effect on the Corporation's effective tax rate, changes made by the Act
to the method of determining future tax credits when doing business in
Puerto Rico will reduce available tax credits by 40 percent in 1994
rising to 60 percent over the succeeding 4 years.
With the acquisition of American Electric, the Corporation acquired
certain manufacturing facilities that are currently being remediated or
investigated for possible remediation under applicable environmental
laws and regulations. Reserves have been provided and arrangements made
with third parties to cover the costs of remediation. The Corporation
believes the costs of such remediation will not be material to the
Corporation's financial position.
In the first quarter of 1993, the Corporation adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
and No. 106, "Employers' Accounting for Post-retirement Benefits Other
Than Pensions," the cost of which is being amortized over the lives of
the respective employees. The effects of adopting these Standards were
not significant.
In November 1992 and May 1993, the Financial Accounting Standards
Board issued Statements No. 112, "Employers Accounting for
Postemployment Benefits", and No. 115, "Accounting for Certain
Investments in Debt and Equity Securities". Both Statements are
effective for fiscal years beginning after December 15, 1993, and
neither is expected to have a significant effect on earnings.
<PAGE>
<PAGE>
PART II, ITEM 8 (pages 18 through 29 of Annual Report)
<TABLE>
CONSOLIDATED BALANCE SHEET
Thomas & Betts Corporation
<CAPTION>
January 2, December 31,
1994 1992
In thousands
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 72,509 $ 41,764
Marketable securities 31,543 56,568
Receivables, less allowance for
doubtful accounts and cash
discounts of $5,164 in 1993
and $5,103 in 1992 165,162 146,765
Inventories
Finished goods 97,795 97,759
Work in process 34,389 25,039
Raw materials 68,118 74,074
200,302 196,872
Deferred income taxes 13,884 15,238
Prepaid expenses 5,691 6,256
Total Current Assets 489,091 463,463
Property, Plant and Equipment
Land 13,274 19,544
Buildings 137,558 130,285
Machinery and equipment 420,443 387,731
571,275 537,560
Less accumulated depreciation 275,271 241,422
296,004 296,138
Intangible Assets-Net 311,059 314,298
Other Assets 37,028 43,164
Total Assets $1,133,182 $1,117,063
See Notes to Consolidated Financial Statements
<PAGE>
<PAGE>
<CAPTION>
January 2, December 31,
1994 1992
<S> <C> <C>
Liabilities and Shareholders' Equity
Current Liabilities
Short-term bank borrowings $ 20,539 $ 24,200
Current maturities of long-term debt 7,358 19,087
Accounts payable 81,571 65,290
Accrued liabilities 78,637 74,873
Income taxes 6,791 4,702
Dividends payable 10,569 10,507
Total Current Liabilities 205,465 198,659
Long-term liabilities 393,502 420,345
Other long-term liabilities 28,615 25,074
Deferred income taxes 24,768 9,923
Shareholders' Equity
Common stock 9,463 9,403
Additional paid-in capital 125,400 119,050
Retained earnings 348,597 334,278
Foreign currency translation adjustment 961 3,054
Cost of treasury stock (3,589) (2,723)
Total Shareholders' Equity 480,832 463,062
Total Liabilities and Shareholders' Equity $1,133,182 $1,117,063
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF EARNINGS
Thomas & Betts Corporation
<CAPTION>
1993 1992 1991
In thousands (except per share data)
<S> <C> <C> <C>
Net Sales $1,075,903 $1,051,076$ 566,442
Costs and Expenses
Cost of sales 710,089 683,141 342,209
Marketing, general and administrative 225,883 215,668 130,846
Research and development 22,564 20,969 14,961
Provision for restructured operations - 15,000 -
958,536 934,778 488,016
Earnings from operations 117,367 116,298 78,426
Other expense-net 38,923 46,543 10,438
Earnings before income taxes 78,444 69,755 67,988
Income taxes 23,533 18,832 19,538
Earnings before cumulative effect
of change in accounting for
income taxes 54,911 50,923 48,450
Cumulative effect of change in
accounting for income taxes 1,628 - -
Net earnings $ 56,539 $ 50,923$ 48,450
Share Data
Earnings before cumulative effect
of change in accounting for
income taxes $ 2.91 $ 2.72$ 2.84
Cumulative effect of change in
accounting for income taxes .09 - -
Earnings per share $ 3.00 $ 2.72$ 2.84
Cash dividends declared per share $ 2.24 $ 2.24 $ 2.21
Average shares outstanding 18,837 18,717 17,053
See Notes to Consolidated Financial Statements
/TABLE
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
Thomas & Betts Corporation
<CAPTION>
(In thousands) 1993 1992 1991
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net earnings $ 56,539 $ 50,923 $ 48,450
Adjustments:
Depreciation and amortization 57,906 54,731 35,087
Cumulative effect of change in accounting
for income tax (1,628) - -
Changes in assets and liabilities,
excluding acquisitions:
Receivables (20,297) 648 4,918
Inventories (6,131) 4,498 7,296
Accounts payable 16,732 7,403 (6,486)
Accrued liabilities 1,048 (7,676) (6,293)
Other 4,396 404 (10,218)
Net cash provided by operating activities 108,565 110,931 72,754
Cash Flows From Investing Activities
Purchases of property, plant and equipment (38,555) (47,434) (40,292)
Purchases of businesses - (357,793) (1) -
Proceeds from sale of property, plant and equipment10,519 28,915 (2) 1,307
Marketable securities acquired (22,486) (37,131) (13,537)
Proceeds from matured marketable securities 50,219 12,065 12,947
Other (1,280) (1,299) (228)
Net cash used in investing activities (1,583) (402,677) (39,803)
Cash Flows From Financing Activities
Increase (decrease) in borrowings with original
maturities less than 90 days 2,181 (5,046) (6,562)
Proceeds from long-term debt and other borrowings 27,447 455,928 90,157
Repayment of long-term debt and other borrowings (70,295) (140,213) (63,332)
Stock options exercised 4,082 3,232 1,969
Cash dividends paid (42,158) (41,007) (37,153)
Net cash (used in) provided by financing activities (78,743) 272,894 (14,921)
Effect of Exchange Rate Changes on Cash 2,506 893 865
Net increase (decrease) in cash and cash equivalents 30,745 (17,959) 18,895
Cash and cash equivalents - beginning of year 41,764 59,723 40,828
Cash and cash equivalents - end of year $ 72,509 $ 41,764 $59,723
<FN>
(1) Excludes $89.6 million, the value of common stock issued to purchase American Electric.
(2) Includes $22.7 million received for the sale and partial leaseback of the
Corporation's principal executive office facility.
See Notes to Consolidated Financial Statements
/TABLE
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Thomas & Betts Corporation
<CAPTION>
Additional Cumulative
Common Stock Paid-In Retained Translation Treasury Stock
In thousands (except per share data) Shares Amount Capital Earnings Adjustment Shares Amount
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1990 17,091 $8,546 $24,936 $314,561 $6,749 (89) $(4,202)
Net earnings - - - 48,450 - - -
Dividends declared ($2.21 per share) - - - (37,708) - - -
Stock options and incentive awards 1 1 (738) - - 78 3,643
Translation adjustments, net of
income taxes of $435 - - - - (844) - -
Balance at December 31, 1991 17,092 8,547 24,198 325,303 5,905 (11) (559)
Net earnings - - - 50,923 - - -
Dividends declared ($2.24 per share) - - - (41,948) - - -
Stock options and incentive awards 150 74 6,597 - - (32) (2,164)
Business acquisitions 1,564 782 88,255 - - - -
Translation adjustments, net of
income taxes of $1,468 - - - - (2,851) - -
Balance at December 31, 1992 18,806 9,403 119,050 334,278 3,054 (43) (2,723)
Net earnings - - - 56,539 - - -
Dividends declared ($2.24 per share) - - - (42,220) - - -
Stock options and incentive awards 120 60 6,350 - - (10) (866)
Translation adjustments, net of
income taxes of $1,059 - - - - (2,093) - -
Balance at January 2, 1994 18,926 $9,463 $125,400 $348,597 $961 (53) $(3,589)
Preferred Stock: Authorized 500,000 shares without par value. To date none of these shares has been issued.
Common Stock: Authorized 40,000,000 shares, par value $.50 per share.
See Notes to Consolidated Financial Statements
/TABLE
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the
Corporation and its domestic and foreign subsidiaries, all wholly owned.
All significant intercompany balances and transactions have been
eliminated in consolidation.
Fiscal Year
Beginning in 1993, the Corporation prospectively changed its financial
reporting year from a calendar year to a fiscal year consisting of 52
and 53 weeks ending on the Sunday closest to the end of the calendar
year. Results for 1993 are for the 52 weeks ended January 2, 1994.
Marketable Securities
Marketable securities are carried at cost. At January 2, 1994, the
market value of these securities exceeded their cost by approximately
$2.8 million.
Foreign Exchange Contracts
The Corporation enters into foreign exchange contracts to reduce its
exposure on certain foreign exchange transactions. Gains and losses on
these contracts are intended to offset losses and gains on the
transactions being hedged.
At January 2, 1994 and at December 31, 1992, the Corporation had
outstanding contracts to sell approximately $36 million of principally
European currencies for U.S. dollars and to buy the equivalent of $5.6
million and $2.5 million, respectively, of European currencies, all
maturing within 90 days. Additional contracts were held to sell $2.4
million and $4.4 million, respectively, of European currencies maturing
at various dates through 1995. The recorded value of these foreign
currency contracts approximated their fair value at January 2, 1994.
Inventories
Inventories are stated at lower of cost or market. Cost is determined
using the last-in, first-out (LIFO) method for most domestic
inventories, and the first-in, first-out (FIFO) method for other
inventories.
Inventories valued using the LIFO method represented approximately
60 percent of total inventories at January 2, 1994 and December 31,
1992. The LIFO values of inventories held at January 2, 1994
approximated their current values.
Effective January 1, 1992, the Corporation changed the method of
valuing certain of its domestic electrical inventories from the FIFO to
the LIFO method. The effect of this change on the results of operations
was not significant.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Expenditures for
maintenance and repair are charged to costs and expenses as incurred.
Significant renewals and betterments that extend the lives of assets are
capitalized. Depreciation is computed principally on the straight-line
method over the estimated useful lives of the assets which range
principally from 10 to 25 years for land improvements, 10 to 45 years
for buildings, and 3 to 15 years for machinery and equipment.
Intangible Assets
Intangible assets consist principally of the excess of cost over the
fair value of net assets acquired in business combinations accounted for
as purchases. These assets are being amortized on a straight-line basis
over periods of 5 to 40 years.
As of January 2, 1994 and December 31, 1992, accumulated
amortization of intangible assets was $29,336,000 and $27,852,000,
respectively.
Income Taxes
Effective January 1, 1993, the Corporation changed from the deferred
method of accounting for income taxes under APB Opinion No. 11, to the
provisions of Statement of Financial Accounting Standards (SFAS) No.
109, "Accounting for Income Taxes." Prior years' financial statements
have not been restated. SFAS No. 109 requires the asset and liability
method of accounting for income taxes. Under this method, the
Corporation provides deferred income taxes to record temporary
differences determined by applying enacted statutory tax rates
applicable to future years, to differences between the financial
statement carrying amounts and the tax bases of assets and liabilities.
Deferred taxes are not provided on undistributed net earnings of foreign
subsidiaries, approximately $12,000,000 at January 2, 1994, to the
extent that those earnings are expected to be permanently reinvested in
the subsidiaries. It is estimated that taxes ultimately payable on the
distribution of these earnings would not be significant.
Earnings per Share
Earnings per share is computed by dividing net earnings by the weighted
average shares of common stock outstanding during the year. The effect
on earnings per share resulting from the assumed exercise of outstanding
options is not material.
Cash Flow Information
Cash equivalents consist of investments with maturities at date of
purchase of less than 90 days that have a low risk of change in value
due to interest rate changes. Foreign currency cash flows have been
converted to U.S. dollars at appropriately weighted average exchange
rates or the exchange rates in effect at the time of the cash flows,
where determinable.
Net cash provided by operating activities for the years 1993, 1992
and 1991, respectively, reflect cash payments for interest of
$29,900,000, $27,575,000, and $13,038,000, respectively, and income
taxes of $14,024,000, $25,447,000, and $24,261,000, respectively.
2. Acquisitions
On January 2, 1992, the Corporation acquired FL Industries Holdings,
Inc. ("FLIH" or "American Electric") for consideration of $436.8
million. The consideration consisted of $89.6 million (1,564,434
shares) of newly issued common stock, $17.1 million in cash and $330.1
million to retire certain long-term debt of FLIH. The acquisition has
been accounted for using the purchase method of accounting and therefore
the accompanying financial statements include the accounts of FLIH since
the date of acquisition.
If the acquisition had occurred on January 1, 1991, management
estimates that on an unaudited pro forma basis, net sales, net earnings
and earnings per share would have been $1,023 million, $28 million and
$1.51, respectively, for the year ended December 31, 1991.
Other acquisitions accounted for as purchase transactions in 1993
and 1992 totaled $3 million and $13 million, respectively.
3. Income Taxes
Effective January 1, 1993, the Corporation adopted the provisions of
SFAS No. 109 "Accounting for Income Taxes." Prior years were not
restated. The cumulative effect of this change was a credit to earnings
of $1,628,000.
The components of earnings before income taxes are as follows:
In thousands 1993 1992 1991
Domestic $63,176 $52,380 $35,793
Foreign 15,268 17,375 32,195
Total $78,444 $69,755 $67,988
The components of income tax expense are as follows:
In thousands 1993 1992 1991
Current
Federal $8,722 $10,560 $ 7,744
Foreign 6,915 8,271 12,052
State and local 2,500 1,200 600
Total current 18,137 20,031 20,396
Deferred
Federal 5,612 (1,444) (845)
Foreign (216) 245 (13)
Total deferred 5,396 (1,199) (858)
$23,533 $18,832 $19,538
The reconciliation between the Federal statutory tax rate and the
Corporation's effective tax rate is as follows:
1993 1992 1991
Federal statutory tax rate 35.0% 34.0% 34.0%
Increase (reduction)
resulting from:
State tax--net of Federal
tax benefit 2.1 1.1 .6
Partially tax-exempt
income (14.1) (13.9) (10.5)
Goodwill and other
deductions 4.7 5.6 .4
Losses providing no current
tax benefit - 3.3 .9
Taxes in excess of the U.S.
tax rate on foreign earnings .7 .5 1.3
Alternative Minimum Tax - (3.8) 1.7
Change in valuation allowance .9 - -
Other .7 .2 .3
Effective tax rate 30.0% 27.0% 28.7%
Under SFAS No. 109, as a result of legislation enacted in 1993
increasing the Corporate tax rate from 34% to 35%, the Corporation
was required to increase its U.S. deferred tax assets and
liabilities. The net effect of this change was not material.
The components of the Corporation's net deferred tax liability at
January 2, 1994 were:
In thousands
Deferred tax assets:
Accrued liabilities and reserves $ 19,239
Accrued employee benefits 8,241
Foreign tax credits and loss carry forwards 10,602
Other 4,130
Valuation allowance (10,602)
Net deferred tax assets 31,610
Deferred tax liabilities:
Property, plant and equipment (32,020)
Other (10,474)
Total deferred tax liabilities (42,494)
Net deferred tax liability $10,884
Under SFAS No. 109, the value of certain assets and liabilities
acquired in the January 2, 1992 acquisition of American Electric
were adjusted to reflect gross fair values rather than the net of
tax values previously recorded. This revaluation will increase
depreciation expense by $2.8 million each year and decrease tax
expense by an offsetting amount over the lives of the assets.
The net change in the valuation allowance for deferred tax
assets was an increase of $915,000 in 1993. The change relates to
loss carry forwards recorded and recovered in 1993. Income taxes
currently payable for 1993 were reduced by $876,000 through
utilization of loss carry forwards. Of the $10,602,000 of foreign
tax credits and carry forwards available, $263,000 will expire in
1997.
4. Long-Term Debt
The Corporation's long-term debt at January 2, 1994 and December
31, 1992 is as follows:
January 2, December 31,
In thousands 1994 1992
Revolving credit facility with
a weighted average interest
rate of 3.43% (1) $ 55,000 $150,000
Other borrowings with
a weighted average interest
rate of 3.65% (1) (2) 126,000 74,000
Notes payable:
5.10%, due February 23, 1996 20,000 -
8.76%, due April 1993 - 11,000
8.25%, due January 2004 124,230 124,154
International borrowings with
a weighted average interest
rate of 7.08% at January 2,
1994, due through 2005. 45,676 50,890
Industrial revenue bonds with a
weighted average interest rate
of 2.55%, due from 2001-2005 22,505 22,505
Other 7,449 6,883
400,860 439,432
Less current portion 7,358 19,087
$393,502 $420,345
(1) Several interest rate swaps and caps act to the benefit of the
Corporation if interest rates increase. The Corporation receives
interest on $25 million at the one-month LIBOR rate in exchange for
7.50% through March 1997; interest on $25 million at the three-
month LIBOR rate in exchange for 5.30% through June 1994; interest
on $25 million at the three-month LIBOR rate in exchange for 7.092%
through April 1997; interest on $25 million at the three-month
LIBOR rate in exchange for 3.985% through September 1995; and
interest on $25 million at the six-month LIBOR rate in exchange for
4.485% through December 1996.
(2) Committed credit available under the revolving credit facility
provides the ability to refinance this debt on a long-term basis.
Principal payments on long-term debt due in the five years
subsequent to January 2, 1994, are $7,358,000, $5,294,000, $39,283,000,
$185,008,000, and $3,891,000, respectively.
In May 1993, the Corporation renegotiated its revolving term credit
facility. The facility was voluntarily reduced in size from $300
million to $280 million. This revised facility makes funds available
for a term of four years from the renegotiation date. The Corporation
has the option, at the time of drawing funds under the facility, of
selecting an interest rate based on a number of benchmarks including
LIBOR, the certificate of deposit rate and the prime rate of Morgan
Guaranty Trust Company. This credit facility includes covenants, among
which are limitations on the amount of future indebtedness and the
maintenance of certain financial ratios. Dividends are permitted to
continue at the current rate and may be increased, provided the dividend
payout does not exceed 50 percent of earnings.
In January 1992, the Corporation completed the sale of $125 million
of 12-year debt securities through a public offering. The net proceeds
from this sale were used to reduce bank debt incurred to finance the
acquisition of FLIH.
Based on the latest quoted price prior to January 2, 1994, the
market value of the 12-year debt securities due 2004 was $12.1 million
over carrying value. The carrying value of all other long-term debt
approximated fair value. Based on current quotes at January 2, 1994,
the payment required to settle interest rate swap and cap agreements was
$4.2 million.
5. Stock Option and Incentive Plans
The Corporation has stock option plans that provide for the purchase of
the Corporation's common stock by key employees of the Corporation and
its subsidiaries. Under the 1980, 1985 and 1990 stock option plans, no
further options may be granted and remaining options outstanding are
exercisable at various dates until 1999. In 1993, the shareholders of
the Corporation approved the Management Stock Ownership Plan (1993
MSOP). This plan provides that for each calendar year up to 1-1/4% of
the issued and outstanding Common Stock of the Corporation shall be
available for issuance as grants or awards. This plan provides for
granting stock options at a price equal to the fair market value on the
date of grant, with a term not to exceed ten years.
Following is a summary of the option transactions for the years
1991, 1992 and 1993:
Average
Per Share
Shares Option Price
Balance at December 31, 1990 563,881 $47.26
Granted 140,250 56.38
Exercised (83,176) 36.64
Terminated (30,831) 54.54
Balance at December 31, 1991 590,124 50.54
Granted 147,300 59.94
Exercised (149,678) 43.23
Terminated (36,694) 57.44
Balance at December 31, 1992 551,052 54.58
Granted 151,625 69.55
Exercised (120,133) 51.81
Terminated (8,975) 66.41
Balance at January 2, 1994 573,569 58.94
Exercisable at
January 2, 1994 427,819 $55.32
At January 2, 1994, a total of 1,111,725 shares was reserved for
issuance under stock options already granted or available for future
grant.
The Corporation's 1988 Restricted Stock Incentive Plan provided for the
issuance of common stock as incentive compensation to key employees.
The awards are subject to certain restrictions, including one that
provides for full vesting if the recipient remains in the employ of the
Corporation three years after receipt of the award. The value of the
awards is deductible by the Corporation as compensation expense. Shares
plus cash payments for federal and state taxes awarded under this plan
were 19,077 shares plus $460,000 in 1993, 17,315 shares plus $354,000 in
1992, and 16,806 shares plus $262,000 in 1991.
The Corporation's 1988 Restricted Stock Incentive Plan expired on April
1, 1993 and was replaced with the 1993 MSOP. No restricted stock awards
were granted under the 1993 MSOP during the year.
The Corporation has a Restricted Stock Plan for Nonemployee Directors,
under which each director receives 100 restricted shares of common stock
annually for a full year of service. These shares remain restricted
during the director's term. Shares issued under this plan were 942
shares in 1993 and 1,000 shares in 1992.
6. Postretirement Benefits
The Corporation and its subsidiaries have several noncontributory
pension plans covering substantially all employees. These plans
generally provide pension benefits that are based on compensation levels
and years of service. The Corporation's funding policy for qualified
U.S. plans is to contribute amounts sufficient to maintain a benefit-
security ratio (fair value of plan assets over accumulated benefit
obligation) of at least 125 percent. The funding policy for non-U.S.
plans is to conform to government laws and regulations. Plan assets are
primarily invested in equity securities, fixed income securities, cash
equivalents and real estate.
Net periodic pension cost for 1993, 1992 and 1991 for the
Corporation's defined benefit pension plans included the following
components:
In thousands 1993 1992 1991
Service cost--benefits earned during
the period $5,317 $ 5,113 $ 3,446
Interest cost on projected benefit
obligation 9,627 9,242 6,284
Actual return on assets (10,470) (9,976) (14,249)
Net amortization and deferral (2,529) (2,493) 3,415
Net periodic pension cost (income) $1,945 $ 1,886 $(1,104)
Assumptions used in developing the net periodic pension cost
were:
U.S. Plans Non-U.S. Plans
1993 1992 1991 1993 1992 1991
Discount rate 8.0% 8.5% 9.0% 8.2% 8.7% 8.3%
Rate of increase in
compensation level 5.5% 6.0% 6.5% 6.0% 6.6% 6.3%
Expected long-term rate of
return on plan assets 8.5% 8.5% 8.5% 8.9% 9.3% 9.2%
Non-U.S. rates are weighted averages.
The following table sets forth the funded status of the Corporation's
defined benefit plans as of December 1, 1993 and 1992 and amounts
recognized in the Corporation's balance sheet:
January 2, December 31,
In thousands 1994 1992
Actuarial present value of projected
benefits based on employment service
to date and present pay levels:
Vested employees $119,800 $ 99,758
Non-vested employees 5,216 5,560
Accumulated benefit obligation 125,016 105,318
Additional amounts related to
projected pay increases 10,359 14,559
Projected benefit obligation 135,375 119,877
Plan assets at fair value 147,278 143,614
Plan assets in excess of projected
benefit obligation 11,903 23,737
Unrecognized transition assets (9,270) (10,165)
Unrecognized net gain (1,916) (13,200)
Unrecognized prior service cost 2,635 2,096
Prepaid pension cost (included in
other assets in the balance sheet)$ 3,352 $ 2,468
The above table includes plans with accumulated benefit obligations
exceeding plan assets by $3,258,000 at January 2, 1994 and $4,816,000 at
December 31, 1992.
The present value of projected benefits for U.S. plans for December
1, 1993 was determined using a discount rate of 7.5% and an assumed rate
of increase in compensation of 5.0%.
In 1993 the Corporation implemented a non-qualified supplemental
pension plan covering certain key executives, which provides for benefit
payments in addition to those subject to the limitations of income tax
regulations. The projected benefit obligation relating to this unfunded
plan was $7,695,000 at January 2, 1994. Pension expense for this plan
was $1,284,000 in 1993.
The Corporation also sponsors defined contribution 401(K) savings
plans for its U.S. employees where the Corporation's contributions are
based on a percentage of employee contributions. The cost of these
plans was $2,800,000 in 1993, $2,400,000 in 1992, and $1,700,000 in
1991.
Other pension costs, primarily for non-U.S. defined contribution
plans and plans of insignificant size, amounted to $900,000 in 1993,
$800,000 in 1992 and $1,100,000 in 1991.
Effective January 1, 1993, the Corporation adopted the provisions
of SFAS No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions." This Statement required changing from a cash to
an accrual basis in accounting for retiree health and life insurance
costs.
The Corporation provides certain health care and life insurance
benefits to retired employees and certain active employees who meet age
and length of service requirements. The Corporation is recognizing the
estimated current liability for these benefits over the lives of the
individuals covered. Adoption of this Standard did not have a
significant effect on earnings and cash flows when compared to the "pay-
as-you-go" method previously used. The Corporation is not funding this
liability.
The net periodic cost for postretirement health care and life
insurance benefits in 1993 includes the following components:
Net Periodic Cost (in thousands)
Service cost-benefits earned during the period 36
Interest cost on accumulated benefit 1,151
Amortization of transition obligation (over 13-17 years) 1,035
Net cost 2,222
The following table shows the Corporation's accumulated
postretirement benefit obligation in total and the amount recognized in
the balance sheet at January 2, 1994.
Accumulated Postretirement Benefit Obligation (in thousands)
Retirees 18,545
Fully eligible active participants 525
Other active participants 2,171
Total 21,241
Unrecognized transition liability (19,236)
Unrecognized net loss (1,766)
Accrued postretirement benefit costs 239
The weighted average discount rate used in determining the
accumulated postretirement benefit obligation was 7.5%. An increase in
the cost of covered health care benefits of 14% for employees under age
65 and 10% for those over 65 was assumed for the fiscal year 1993. This
rate was assumed to decrease incrementally to 6.0% after fifteen years
and to remain at that level thereafter. A 1% increase in the health
care cost trend rate would increase the accumulated postretirement
benefit obligation by $1.9 million at January 2, 1994 and the net
periodic cost by $0.3 million for the year then ended.
Prior to adoption of SFAS No. 106, postretirement health care and
life insurance benefits paid were $2.1 million in 1992 and $2.4 million
in 1991.
7. Commitments
The Corporation and its subsidiaries are parties to various leases
relating to plants, warehouses, office facilities, automobiles, and
other equipment, principally data processing. All leases expire prior
to the year 2022. Real estate taxes, insurance, and maintenance
expenses are normally obligations of the Corporation. It is expected
that in the normal course of business the majority of the leases will
be renewed or replaced by other leases. The Corporation has certain
capitalized leases consisting principally of leases for warehouses and
equipment. At January 2, 1994 and December 31, 1992, net property,
plant and equipment include $9.3 million and $10.6 million,
respectively, for capital leases.
Future minimum payments under capital and noncancelable operating
leases consisted of the following at January 2, 1994:
In thousands Capital Operating
1994 $ 3,316$ 14,260
1995 1,741 9,835
1996 7096,023
1997 4595,065
1998 4373,563
Thereafter 4,399 23,854
Total minimum lease payments 11,061$ 62,600
Less amounts representing interest 2,205
Present value of future minimum lease payments $ 8,856
Rent expense for operating leases was $21,579,000 in 1993,
$20,071,000 in 1992, and $11,946,000 in 1991.
8. Other Financial Data
The 1992 provision of $15 million for restructured operations
included charges primarily to combine the operations of American
Electric (acquired January 2, 1992) and the Electrical Division of the
Corporation into one consolidated operation and to consolidate certain
other unrelated facilities.
Other expense--net consists of the following:
In thousands 1993 1992 1991
Investment income $ 4,840 $ 5,874 $ 6,500
Interest expense (30,247) (33,405) (12,376)
Amortization of intangibles (11,780) (13,498) (4,154)
Net currency losses (813) (1,072) (603)
Other (923) (4,442) 195
$(38,923) $(46,543) $(10,438)
Accrued liabilities include salaries, fringe benefits, and
other compensation amounting to $24,124,000 in 1993 and
$22,060,000 in 1992.
9. Information Relating to Operations in Different Geographic Areas
The Corporation is engaged in the design, manufacture, and
marketing of electrical and electronic connectors, components and
systems. Operations are conducted in three principal areas:
Domestic, Europe and Other International locations. Transfers
between geographic areas are priced on a basis that yields an
appropriate rate of return based on assets employed, risk and other
factors.
Financial Information Relating to Operations in Different
Geographic Areas
In thousands 1993 1992 1991
Sales to Unaffiliated Customers:
Domestic $ 815,944 $773,464 $302,185
Europe 164,159 186,165 179,518
Other International 95,800 91,447 84,739
Total 1,075,903 $1,051,076 566,442
Sales or Transfers Between Geographic Areas:
Domestic 50,303 44,806 38,237
Europe 4,854 3,358 3,449
Other International 8,563 7,287 4,288
Total 63,720 55,451 45,974
Earnings Before Income Taxes:
Domestic 60,061 45,434 30,401
Europe 7,525 10,159 20,475
Other International 12,823 13,693 16,343
Adjustments and eliminations (1,965) 469 769
Consolidated 78,444 69,755 67,988
Identifiable Assets:
Domestic 815,817 784,944 273,543
Europe 113,722 130,129 144,041
Other International 88,181 78,495 69,548
Corporate assets (principally
cash and investments) 119,726 124,087 114,084
Adjustments and eliminations (4,264) (592) (1,544)
Total $1,133,182 $1,117,063 $599,672
<PAGE>
<PAGE>
COMPANY REPORT ON FINANCIAL STATEMENTS
To the Shareholders of Thomas & Betts Corporation:
The accompanying financial statements, as well as all financial data in
this annual report, have been prepared by the Corporation in accordance
with generally accepted accounting principles consistently applied. As
such, they include certain amounts that are based on the Corporation's
estimates and judgments. The Corporation has systems of internal
control that are designed to provide reasonable assurance that the
financial records are reliable for preparing financial statements and
maintaining accountability for assets and that assets are safeguarded
against loss from unauthorized use or disposition. These systems are
augmented by the positive attitude of management in maintaining a sound
control environment, communication of established written policies and
procedures, the maintenance of a qualified internal auditing group, the
selection and training of qualified personnel, and an organizational
structure that provides appropriate delegation of authority, segregation
of duties, and regular review of financial performance by management.
In addition to our systems of internal control, additional safeguards
are provided by our independent auditors and the Audit Committee of our
Board of Directors. The independent auditors, whose report is set forth
opposite, perform an objective, independent audit of our financial
statements taken as a whole. The Audit Committee, composed entirely of
outside directors, meets periodically with our independent auditors,
director of internal auditing, and members of management to review
matters relating to the quality of financial reporting and internal
accounting control, and the nature, extent and results of audit efforts.
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of
Thomas & Betts Corporation:
We have audited the consolidated balance sheets of Thomas & Betts
Corporation and subsidiaries as of January 2, 1994 and December 31,
1992, and the related consolidated statements of earnings, cash flows,
and shareholders' equity for each of the years in the three-year period
ended January 2, 1994. These consolidated financial statements are the
responsibility of the Corporation's management. Our responsibility is
to express an opinion on these consolidated financial statements based
on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Thomas & Betts Corporation and subsidiaries at January 2, 1994 and
December 31, 1992, and the results of their operations and their cash
flows for each of the years in the three-year period ended January 2,
1994, in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK
Short Hills, New Jersey
February 3, 1994
(See Part II, Item 5 above for Quarterly Review (page 29 of Annual
Report))
<PAGE>
EXHIBIT 24
CONSENT OF INDEPENDENT AUDITORS
The Shareholders and Board of Directors
Thomas & Betts Corporation:
We consent to incorporation by reference in the Registration Statements
(No. 33-1403 and No. 33-1404) on Form S-8 and in the Registration
Statement (No. 33-44153) on Form S-3 of Thomas & Betts Corporation of
our reports dated February 3, 1994, relating to the consolidated balance
sheets of Thomas & Betts Corporation and subsidiaries as of January 2,
1994 and December 31, 1992 and the related consolidated statements of
earnings, shareholders' equity, and cash flows, and related schedules
for each of the years in the three-year period ended January 2, 1994
which reports appear or are incorporated by reference in the January 2,
1994 annual report on Form 10-K of Thomas & Betts Corporation.
KPMG Peat Marwick
Short Hills, New Jersey
March 23, 1994
