<PAGE>
Registration No. 33-54839
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-1326940
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1555 Lynnfield Road
Memphis, Tennessee 38119
(901) 682-7766
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
James D. Hay, Esq.
Vice President-General Counsel
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
(901) 682-7766
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Lawrence Lederman, Esq. Robert Fischer III, Esq.
Milbank, Tweed, Hadley & McCloy Riker, Danzig, Scherer,
1 Chase Manhattan Plaza Hyland & Perretti
New York, New York 10005 Headquarters Plaza
(212) 530-5000 One Speedwell Avenue
Morristown, NJ 07962-1981
(201) 538-0800
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the
Registration Statement.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. / /
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares to be Aggregate Price Aggregate Registration
to be Registered Registered Per Unit(1) Offering Price(1) Fee
Common Stock,
$.50 Par Value 398,883 shs. $61.25 $24,593,406 $8,480.49 (2)
(1) Estimated solely for purposes of calculating the
registration fee in accordance with Rule 457(c) based on
average high and low prices for the Company's Common Stock
on the New York Stock Exchange consolidated reporting system
on July 28, 1994.
(2) Previously paid.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED August 18, 1994
THOMAS & BETTS CORPORATION
398,883 SHARES
COMMON STOCK
All of the shares of Thomas & Betts Corporation (the
"Company" or "Thomas & Betts") Common Stock, par value $.50 per
share (the "Common Stock"), offered hereby are being sold by the
holders of the Common Stock named herein under "Selling
Stockholders"(the "Selling Stockholders"). The outstanding
Common Stock of Thomas & Betts is, and the Common Stock offered
hereby will be, listed on the New York Stock Exchange (the
"NYSE"). On August 12, 1994, the last reported sale price of the
Common Stock on the NYSE was $62.75 per share.
The Company will not receive any of the proceeds from
the sale of the Common Stock. Any or all of such Common Stock
covered by this Prospectus may be sold, from time to time, by
means of ordinary brokerage transactions or otherwise. See "Plan
of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Information contained herein is subject to completion
or amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of any offer to buy nor shall there
be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
The date of this Prospectus is August 18, 1994<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at its regional offices at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and at 75 Park Place,
New York, New York 10007. Copies of such materials can be
obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, on payment of
prescribed charges. Such reports, proxy statements and other
information concerning the Company can also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
The Company has filed with the Commission a
registration statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the shares of Common Stock, $.50 par
value, of the Company (the "Common Stock") offered hereby. This
Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which have been omitted
in accordance with the rules and regulations of the Commission,
and the exhibits relating thereto, which have been filed with the
Commission. Copies of the Registration Statement and the
exhibits are on file at the offices of the Commission and may be
obtained upon payment of the fees prescribed by the Commission,
or examined without charge at the public reference facilities of
the Commission described above.
No person is authorized in connection with the offering
made hereby to give any information or to make any representation
not contained or incorporated by reference in this Prospectus,
and any information or representation not contained or
incorporated herein must not be relied upon as having been
authorized by the Company, the Selling Stockholders set forth
under "Selling Stockholders" or any underwriter. This Prospectus
does not constitute an offer to sell or a solicitation of an
offer to buy by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or solicitation.
Neither the delivery of this Prospectus at any time nor any sale
made hereunder shall under any circumstance imply that the
information herein is correct as of any date subsequent to the
date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act are incorporated in this
Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for
the quarterly periods ended April 3, 1994 and July 3, 1994;
and
(c) The Company's Current Report on Form 8-K dated
July 29, 1994.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of this
offering shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein, or in any other subsequently filed document
that also is incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will furnish, without charge, to any person
to whom a copy of this Prospectus is delivered, including any
beneficial owner, upon such person's written or oral request, a
copy of any and all of the information filed by the Company that
has been incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by
reference herein unless such exhibits are specifically
incorporated by reference in such information). Requests for
such copies should be directed to the Company at 1555 Lynnfield
Road, Memphis, Tennessee 38119, Attention: Corporate Secretary
(telephone number (901) 682-7766).
THE COMPANY
The Company designs, manufactures and markets a broad
range of electrical and electronic connectors, components and
related products for worldwide electrical and electronic markets.
In North America, the Company is one of the largest manufacturers
of electrical connectors and accessories for industrial,
commercial and residential construction, renovation, maintenance,
and original equipment manufacturer ("OEM") applications and is a
leading supplier of transmission poles, towers and industrial
lighting products to the utility and telecommunications
industries. The Company is also a worldwide designer and
manufacturer of electronic connectors and flat cable, which are
sold primarily to OEMs in the automotive, computer, office
equipment, test equipment, instrumentation, industrial automation
and telecommunications industries.
On July 12, 1994, the Company and Vishay
Intertechnology, Inc. ("Vishay") entered into a Stock Purchase
Agreement (the "Purchase Agreement") which provided for (i) the
sale by the Company of all of the issued and outstanding shares
of capital stock, consisting of 100 shares of common stock, par
value $.10 per share, of Vitramon, Incorporated, a Delaware
corporation and a wholly owned subsidiary of the Company (with
its subsidiaries, "Vitramon") and (ii) the sale by the Company
and Thomas & Betts Holdings (U.K.) Limited, an English
corporation and an indirect subsidiary of the Company, of all of
the issued and outstanding ordinary shares of Vitramon, Limited,
an English corporation ("VL" and, together with Vitramon, the
"Vitramon Entities"), to Vishay, for an aggregate purchase price
of $184,000,000. On July 18, 1994, the transaction was
consummated.
The Vitramon Entities are engaged in the business of
designing, manufacturing and selling multilayer ceramic chip
capacitors. The Vitramon Entities' business has been conducted
primarily in the U.S., Germany, France and England. For the
fiscal year ended January 2, 1994, the Vitramon Entities had
annual sales and operating income before allocated management
fees of approximately $118,000,000 and $18,500,000, respectively.
On July 12, 1994, the Company entered into a stock
purchase agreement (as amended, the "Stock Purchase Agreement")
with the Selling Stockholders, listed below under "Selling
Stockholders," pursuant to which it has agreed to purchase
approximately 29% of Leviton Manufacturing Co., Inc., a Delaware
corporation ("Leviton"), which is the entire minority interest of
a non-controlling family group. On August 10, 1994, pursuant to
the Stock Purchase Agreement, the Company completed the purchase
of the approximately 29% interest in Leviton in exchange for
consideration including the 398,883 shares of the Common Stock
offered hereby. Leviton is a leading manufacturer of wiring
devices and other related products and is privately held.
Leviton has indicated that, as in the past, Leviton will continue
its operation under the direction and control of Harold Leviton
as its Chief Executive Officer and controlling shareholder. The
Company expects to account for this purchase on an equity
accounting basis.
On August 10, 1994, the Company completed the exercise
of its option to acquire all of the outstanding stock of
Commander Electrical Products, Inc., a metal electrical box and
fitting business in Canada for approximately $49,000,000 cash.
The Company also announced its intention to exercise its option
to purchase a plastic electrical box business in the U.S. for
approximately $6,000,000 cash. These options were received as
part of an agreement concluded earlier this year when the Company
purchased certain circuit protection product lines from the Eaton
Corporation. The combined annual revenue for these two
additional businesses is approximately $55,000,000.
Thomas & Betts was established in 1898 as a sales
agency for electrical wires and raceways and was incorporated in
New Jersey in 1917. It has since expanded its business and
product line through acquisitions and internal development. The
Company relocated its corporate headquarters at the end of 1993
to Memphis, Tennessee, the principal business site of the
Company's largest operations. The Company's executive offices
are located at 1555 Lynnfield Road, Memphis, Tennessee 38119,
telephone number (901) 682-7766.
SELLING STOCKHOLDERS
The Selling Stockholders have acquired the 398,883
shares of Common Stock offered hereby from Thomas & Betts in a
private placement pursuant to the Stock Purchase Agreement.
Thomas & Betts agreed in the Stock Purchase Agreement to register
the Common Stock offered hereby and to use its best efforts to
maintain such registration in effect for up to one year following
its initial effectiveness. Thomas & Betts may from time to time
supplement or amend this Prospectus, as required, to provide
other information with respect to the Selling Stockholders.
The following table sets forth certain information
regarding ownership of the Company's Common Stock by the Selling
Stockholders. Unless otherwise noted below, none of the Selling
Stockholders owns in excess of 1% of the Common Stock and because
the Selling Stockholders may offer all or part of the Common
Stock which they hold pursuant to the offering contemplated by
this Prospectus and because their offering is not being
underwritten on a firm commitment basis no estimate can be given
as to the amount of the Common Stock that will be held by Selling
Stockholders upon termination of this offering.
Shares
Being
Selling Stockholders Offered
Thomas A. Blumberg. . . . . . . . . . . . . . . . . . . . . . . . 102,676
Elaine Blumberg . . . . . . . . . . . . . . . . . . . . . . . . . 242,970
Bernard L. Blumberg . . . . . . . . . . . . . . . . . . . . . . . 5,477
Betsy B. Watson . . . . . . . . . . . . . . . . . . . . . . . . . 5,382
Karen L. Blumberg . . . . . . . . . . . . . . . . . . . . . . . . 5,382
Elaine Blumberg as Trustee U/L/W of
Esther Barnes f/b/o Betsy B. Watson,
Bernard Blumberg and Karen Blumberg . . . . . . . . . . . . . . 36,446
Esther Leviton and Elaine Blumberg,
Trustees f/b/o Betsy A. Blumberg . . . . . . . . . . . . . . . 215
Esther Leviton and Elaine Blumberg,
Trustees f/b/o Karen L. Blumberg . . . . . . . . . . . . . . . 215
Esther Leviton and Elaine Blumberg,
Trustees f/b/o Bernard L. Blumberg . . . . . . . . . . . . . . 120
PLAN OF DISTRIBUTION
Thomas & Betts will not receive any of the proceeds
from the sale by the Selling Stockholders of the Common Stock
offered hereby. Any or all of the shares of Common Stock may be
sold from time to time (i) to or through underwriters or dealers,
(ii) directly to one or more other purchasers, (iii) through
agents on a best-efforts basis, or (iv) through a combination of
any such methods of sale. The Selling Stockholders and any such
underwriters, dealers or agents that participate in the
distribution of the Common Stock may be deemed to be underwriters
within the meaning of the Securities Act, and any profit on the
sale of the Common Stock by them and any discounts, commissions
or concessions received by them may be deemed to be underwriting
discounts and commissions under the Securities Act. The Common
Stock may be sold from time to time in one or more transactions
at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices.
Such prices will be determined by the Selling Stockholders or by
an agreement between the Selling Stockholders and underwriters or
dealers. Brokers or dealers acting in connection with the sale
of Common Stock contemplated by this Prospectus may receive fees
or commissions in connection therewith.
At the time a particular offer of Common Stock is made,
to the extent required, a supplement to this Prospectus will be
distributed which will identify and set forth the aggregate
number of shares of Common Stock being offered and the terms of
the offering, including the name or names of any underwriters,
dealers or agents, the purchase price paid by any underwriter for
Common Stock purchased from the Selling Stockholders, any
discounts, commissions and other items constituting compensation
from the Selling Stockholders and/or Thomas & Betts and any
discounts, commissions or concessions allowed or reallowed or
paid to dealers, including the proposed selling price to the
public. Such supplement to this Prospectus and, if necessary, a
post-effective amendment to the Registration Statement of which
this Prospectus is a part, will be filed with the Commission to
reflect the disclosure of additional information with respect to
the distribution of the Common Stock.
The outstanding Common Stock is, and the Common Stock
offered hereby will be, listed on the NYSE.
Under applicable rules and regulations under the
Exchange Act, any person engaged in a distribution of the Common
Stock may not simultaneously engage in market making activities
with respect to the Common Stock for a period of nine business
days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Stockholders and
any person participating in the distribution of the Common Stock
will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including without
limitation rules 10b-6 and 10b-7, which provisions may limit the
timing of purchases and sales of the Common Stock by the Selling
Stockholders or any such other person.
In order to comply with certain states' securities
laws, if applicable, the Common Stock will be sold in such
jurisdictions only through registered or licensed brokers or
dealers. In certain states the Common Stock may not be sold
unless it has been registered or qualified for sale in such
state, or unless an exemption from registration or qualification
is available.
Pursuant to the Stock Purchase Agreement, Thomas &
Betts agreed to file the Registration Statement of which this
Prospectus is a part with the Commission and use its best efforts
to have it declared effective, and to indemnify the Selling
Stockholders and certain other persons against certain
liabilities, including liabilities arising under the Securities
Act. Under the terms of such Stock Purchase Agreement, Thomas &
Betts has agreed to use its best efforts to keep such
Registration Statement continuously effective for a period of up
to one year from the date the Registration Statement is first
declared effective by the Commission.
Pursuant to the Stock Purchase Agreement, Thomas &
Betts has paid or will pay any and all expenses incident to the
performance of or compliance with such agreement including, among
other things, registration and filing fees, fees and expenses
incurred in connection with compliance with securities or blue
sky laws of the applicable states, fees and disbursements of
counsel and independent public accountants for Thomas & Betts,
the fees and disbursements of counsel to the Selling
Stockholders, but excluding underwriting discounts and
commissions, and transfer taxes, if any.
LEGAL MATTERS
The legality of the issuance of the Common Stock
offered hereby will be passed upon for the Company by Riker,
Danzig, Scherer, Hyland & Perretti.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
An itemized statement of the estimated amount of all
expenses in connection with the distribution of the securities
registered hereby is as follows:
Securities and Exchange Commission
registration fee . . . . . . . . . . . . . . . . . . . . . . . $ 8,480.49
Blue Sky fees and expense . . . . . . . . . . . . . . . . . . . . 15,000.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . 50,000.00
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . . 2,750.00
Miscellaneous (including accounting
fees and expenses and Transfer
Agent & Registrar fees) . . . . . . . . . . . . . . . . . . . . 10,000.00
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . $86,230.49
Item 16. Exhibits
(a) Exhibits:
5.1 Opinion of Riker, Danzig, Scherer, Hyland &
Perretti.
* 24.1 Consent of KPMG Peat Marwick, independent
certified public accountants.
24.3 Consent of Riker, Danzig, Scherer, Hyland, &
Perretti (to be included in the opinion filed
as Exhibit 5.1.)
____________
* Previously filed.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Thomas & Betts Corporation certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Memphis, State of
Tennessee, on August 18, 1994.
THOMAS & BETTS CORPORATION
By /s/ James D. Hay
(James D. Hay)
Vice President-General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ T. Kevin Dunnigan* Chairman of the Board August 18, 1994
(T. Kevin Dunnigan) and Chief Executive
Officer
/s/ Clyde R. Moore * President, Chief August 18, 1994
(Clyde R. Moore) Operating Officer
and Director
/s/ Ronald P. Babcock* Vice President-Finance August 18, 1994
(Ronald P. Babcock) and Treasurer
(Principal Financial
and Principal Accounting
Officer)<PAGE>
______________________ Director August 18, 1994
(Raymond B. Carey, Jr.)
/s/ Ernest H. Drew * Director August 18, 1994
(Ernest H. Drew)
/s/ Jeananne K. Hauswald* Director August 18, 1994
(Jeananne K. Hauswald)
/s/ Thomas W. Jones * Director August 18, 1994
(Thomas W. Jones)
/s/ Robert A. Kenkel * Director August 18, 1994
(Robert A. Kenkel)
/s/ J. David Parkinson* Director August 18, 1994
(J. David Parkinson)
/s/ Ian M. Ross * Director August 18, 1994
(Ian M. Ross)
______________________ Director August 18, 1994
(William H. Waltrip)
* By: /s/ James D. Hay As attorney-in-fact for the above-named
(James D. Hay) officers and directors pursuant to powers
of attorney duly executed by such persons.
</TABLE>
<PAGE>
EXHIBIT 5.1
CONSENT OF RIKER, DANZIG, SCHERER, HYLAND & PERRETTI
RIKER, DANZIG, SCHERER, HYLAND & PERRETTI
Headquarters Plaza
One Speedwell Avenue
Morristown, New Jersey 07962-1981
(201) 538-0800
Fax (201) 538-1984
______________
170 West State Street
Trenton, New Jersey 08608-1102
(609) 396-2121
Fax (609) 396-4576
August 18, 1994
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
Dear Sirs:
We have acted as New Jersey counsel to Thomas & Betts
Corporation (the "Company"), a New Jersey corporation, in
connection with the Company's acquisition (the "Acquisition") of a
minority interest (the "Minority Interest") in Leviton
Manufacturing Co., Inc. (together with shares of common stock of
Deal Electric Corp. and Electro Porcelain Co., Ltd.) pursuant to a
Stock Purchase Agreement (the "Stock Purchase Agreement"), dated
July 12, 1994, as amended, by and among Thomas A. Blumberg, Elaine
Blumberg, Bernard L. Blumberg, Betsy B. Watson, Karen L. Blumberg,
Elaine Blumberg as Trustee U/L/W of Esther Barnes f/b/o Betsy B.
Watson, Bernard Blumberg and Karen Blumberg, Esther Leviton and
Elaine Blumberg, Trustees f/b/o Betsy A. Blumberg, Esther Leviton
and Elaine Blumberg, Trustees f/b/o Karen L. Blumberg and Esther
Leviton and Elaine Blumberg, Trustees f/b/o Bernard L. Blumberg
(the "Selling Stockholders") and the Company.
In connection with the Acquisition, the Company has filed with
the Securities and Exchange Commission, under the Securities Act of
1933, as amended, a registration statement on Form S-3, as amended
(the "Registration Statement") under which Selling Stockholders
intend to sell in a public offering up to 398,883 shares of Common
Stock, par value $.50 per share, of the Company.
In rendering the opinions expressed below, we have examined
originals or copies certified or otherwise identified to our
satisfaction of all such records of the Company, agreements and
other instruments, certificates of public officials, certificates
of officers and representatives of the Company and such other
documents as we have deemed necessary as a basis for the opinions
expressed below. In our examination we have assumed and have not
verified that the signatures on all documents which we have
examined are genuine, the authenticity of all documents submitted
to us as originals and the conformity with authentic original
documents of all documents submitted to us as copies. As to the
various questions of fact material to such opinions we have, when
relevant facts were not independently established, relied upon
certifications by officers of the Company and other appropriate
persons.
Based on the foregoing, we are of the opinion that:
(i) the Company is duly incorporated, validly existing and
in good standing under the laws of the State of New Jersey;
(ii) the shares of the Company's Common Stock issued to the
Selling Stockholders pursuant to the Stock Purchase Agreement have
been duly authorized and are validly issued, fully paid and
nonassessable; and
(iii) under the laws of the State of New Jersey as presently
in effect, no personal liability will attach to the holders of such
shares as such holders.
The foregoing opinions are limited to the federal laws of the
United States of America and the laws of the State of New Jersey,
and we do not express any opinion as to the laws of any other
jurisdiction.
We hereby consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus to the Registration
Statement and to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Riker, Danzig, Scherer, Hyland & Perretti
