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As filed with the Securities and Exchange Commission on July 19, 1996
Registration No. 333-08469
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)
Tennessee 22-1326940
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1555 Lynnfield Road JERRY KRONENBERG, ESQ.
Memphis, Tennessee 38119 Vice President-General Counsel
(901) 682-7766 1555 Lynnfield Road
(Address, including zip code, Memphis, Tennessee 38119
and telephone number, including (901)682-7766
area code, of registrant's principal (Name, address, including zip code,
executive offices) and telephone number, including
area code, of agent for service)
Copies to:
ANNE HAMBLIN SCHIAVE, Esq.
McBride Baker & Coles
500 West Madison Street, 40th Floor
Chicago, Illinois 60661
Approximate date of commencement of proposed sale to the public: From time to
time 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. CHECK
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.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ___________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
Common Stock, no par value per share
Amount to be registered
357,326
Proposed maximum offering price per share (1)
$35.69
Proposed maximum aggregate offering price (1)
$12,752,964.00
Amount of registration fee
$4,397.57
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
The maximum price per share information is based on the average of the
high and low sale price on July 15, 1996.
This Registration Statement shall become effective in accordance with
Section 8(a) of the Securities Act of 1933 or the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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PROSPECTUS
THOMAS & BETTS CORPORATION
COMMON STOCK
357,326 Shares
All of the shares of Thomas & Betts Corporation ("Thomas & Betts" or the
"Company") Common Stock, no par value 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 Company will not
receive any of the proceeds of the offering.
The Selling Stockholders named herein, or any pledgees, donees, transferees
or other successors in interest, directly, through agents to be designated
from time to time, or through dealers or underwriters also to be designated,
may sell the Common Stock from time to time in one or more transactions on
the New York Stock Exchange or in the over-the-counter market and in
negotiated transactions, on terms to be determined at the time of sale.
To the extent required, the specific Common Stock to be sold, the names of
the Selling Stockholders, the respective purchase prices and public offering
prices, the names of any such agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will
be set forth in any accompanying Prospectus Supplement or, if appropriate,
a post-effective amendment to the Registration Statement of which this
Prospectus is a part. See "Plan of Distribution." By agreement, the Company
will pay all the expenses of the registration of the Common Stock by the
Selling Stockholders other than underwriting discounts and commissions and
transfer taxes, if any. Such expenses to be borne by the Company are
estimated at $23,000.
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the
Common Stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and any commissions
received by them and any profit on the resale of the Common Stock purchased by
them may be deemed underwriting commissions or discounts under the 1933 Act.
The Common Stock is listed on the NYSE under the symbol "TNB." The last
reported sale price of the Common Stock on the NYSE Composite Tape on
July 15, 1996 was $34.75 per share.
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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 OR ANY
PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is July ____, 1996.
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 an offer to buy nor shall there by 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.
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 13th
Floor, Seven World Trade Center, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can be obtained by mail from the Public Reference Section of the Commission
at 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.
Additional information regarding the Company and the Shares is contained
in the registration statement on Form S-3 (together with all exhibits and
amendments, the "Registration Statement") filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the
Commission's rules, 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.
Statements made in this Prospectus concerning the provisions of any
contract, agreement or other document referred to herein are not necessarily
complete. With respect to each such statement concerning a contract,
agreement or other document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission, reference is made to such exhibit or
other filing for a more complete description of the matter involved, and each
such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-4682) are
incorporated herein by reference.
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
3. The Company's Current Reports on Form 8-K and 8-KA filed with the
Commission on January 17, 1996 and January 22, 1996, respectively,
reporting the acquisition of Amerace Corporation by the Company,
and the Company's Current Report on Form 8-K dated February 12,
1996 reporting the Company's 1995 earnings.
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4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B which was filed on
May 2, 1996.
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 the offering shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be 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 which also is or is deemed to be
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 provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all of the documents incorporated herein by reference
(other than exhibits, unless such exhibits are specifically incorporated by
reference in such documents). Such documents may be obtained by writing to
Thomas & Betts Corporation, 1555 Lynnfield Road, Memphis, Tennessee 38119,
Attention: Corporate Secretary, or by calling (901) 682-7766.
THE COMPANY
Thomas & Betts designs, manufacturers and markets a broad line of
electrical and electronic connectors and components as well as other related
products for worldwide construction and original equipment manufacturer
("OEM") markets.
In North America, the Company is one of the largest manufacturers of
electrical connectors and accessories for industrial, commercial and
residential construction, renovation, and maintenance 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. The Mechanical Products Division of Thomas &
Betts manufactures and sells, worldwide, to the HVAC/Plumbing/Refrigeration
markets with commercial/industrial heating, cooling, ventilation, and energy
recovery equipment as well as a wide range of new construction supplies.
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USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account of the
Selling Stockholders. Accordingly, the Company will not receive any of the
proceeds from the sale by the Selling Stockholders of the Common Stock.
THE SELLING STOCKHOLDERS
Alistair Gogan and Brenda Gogan acquired the 46,797 shares of Common
Stock offered hereby from the Company pursuant to a Share Purchase Agreement
dated May 8, 1996 (the "Purchase Agreement") between them and the Company,
pursuant to which the Company acquired all of the outstanding capital stock
of 1065381 Ontario, Inc. and Pilgrim Pacific, Inc. (the "Pilgrim Companies")
and the Pilgrim Companies became wholly-owned subsidiaries of the Company.
The remaining Selling Stockholders have acquired the 310,529 shares of
Common Stock offered hereby from the Company pursuant to an Agreement and
Plan of Merger dated October 17, 1995 (the "Merger Agreement") by and among
the Company, CMI Acquisition Corp., a wholly-owned subsidiary of the Company,
and Catamount Manufacturing, Inc. ("Catamount"), pursuant to which Catamount
became a wholly-owned subsidiary of the Company.
The Company may from time to time supplement or amend this Prospectus,
as required, to provide other information with respect to the Selling
Stockholders.
Except as set forth in the table below, none of the Selling Stockholders
holds any position or office with, has been employed by, or otherwise has a
material relationship with the Company, or any of its predecessors or
affiliates, other than as stockholders and creditors of the Pilgrim Companies
or Catamount, respectively. The following table sets forth certain
information regarding ownership of the Company's Common Stock by the Selling
Stockholders. 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.
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<TABLE>
Number of Shares of Common Number of Shares
Selling Stockholder Stock Beneficially Owned Offered Hereby
<S> <C> <C>
Alistair Gogan 40,692 (1)(2) 40,692
Brenda Gogan 6,105 6,105
John B. Glode 163,420 (3) 163,420
William M. Glode 37,513 37,513
James M. Glode 32,645 32,645
Kristen Glode 33,726 33,726
Deanna Lurvey 3,537 3,537
Brenda Hawkins 3,184 3,184
Darrin Hawkins 3,537 1,592
Andrew Lurvey 1,057 1,057
Matthew Lurvey 1,057 1,057
John Lurvey 1,057 1,057
Alexandra Hawkins 1,057 476
M.T. Glode Trust 8,083 8,083
Genesee Funding, Inc. 13,876 13,876
Robert P. Davis 2,212 (2)(4) 2,212
Kathleen Hawkins 125 125
David Sinnery 111 111
John Doughty 498 (2) 498
First New England Capital L.P. 3,048 3,048
Pioneer Ventures L.P. 3,312 3,312
__________________
</TABLE>
(1) Mr. Gogan served as President of Pilgrim Companies within the past
three years.
(2) Mr. Gogan, Mr. Davis and Mr. Doughty are currently employees of the
Company or its subsidiaries.
(3) Mr. Glode served as Chief Executive Officer, Treasurer and a Director
of Catamount within the past three years.
(4) Mr. Davis served as President and Director of Catamount within the
past three years.
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PLAN OF DISTRIBUTION
The Company 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 shares of the Common Stock offered hereby (the "Shares") may be
sold from time to time by the Selling Stockholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one
or more exchanges or in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Shares may be sold by one or more
of the following: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated prior to the sale. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
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 the Company 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.
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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.
The Company has agreed to indemnify the Selling Stockholders and certain
other persons against certain liabilities, including liabilities arising
under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Jerry Kronenberg, Esq., Vice President - General Counsel of
the Company.
EXPERTS
The consolidated financial statements and schedules of the Company and
subsidiaries as of December 31, 1995 and January 1, 1995 and for each of the
years in the three-year period ended December 31, 1995 incorporated herein by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1995 have been audited by KPMG Peat Marwick LLP, independent
certified public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. List of Exhibits.
Page
Numbers
of Exhibits
Exhibit Filed
Number Exhibit Herewith
24 Powers of Attorney of Directors and
Officers of the Registrant
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Amendment No. 1 to Registration Statement 333-08469 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Memphis,
State of Tennessee, on July 24, 1996.
THOMAS & BETTS CORPORATION
By:/S/ Jerry Kronenberg
Vice President-General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement 333-08469 has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/S/T. KEVIN DUNNIGAN Chairman of the Board, July 24, 1996
(T. Kevin Dunnigan) Chief Executive Officer and
Director
/S/CLYDE R. MOORE President, Chief Operating July 24, 1996
(Clyde R. Moore) Officer and Director
/S/ FRED R. JONES Vice President - Finance July 24, 1996
(Fred R. Jones) and Treasurer
/S/ JERRY KRONENBERG Vice President - General Counsel July 24, 1996
(Jerry Kronenberg)
RAYMOND B. CAREY, JR.* Director July 24, 1996
(Raymond B. Carey, Jr.)
______________________ Director
(Ernest H. Drew)
JEANANNE K. HAUSWALD* Director July 24, 1996
(Jeananne K. Hauswald)
THOMAS W. JONES* Director July 24, 1996
(Thomas W. Jones)
ROBERT A. KENKEL* Director July 24, 1996
(Robert A. Kenkel)
KENNETH R. MASTERSON* Director July 24, 1996
(Kenneth R. Masterson)
II-2
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J. DAVID PARKINSON* Director July 24, 1996
(J. David Parkinson)
JEAN-PAUL RICHARD* Director July 24, 1996
(Jean-Paul Richard)
IAN M. ROSS* Director July 24, 1996
(Ian M. Ross)
WILLIAM H. WALTRIP* Director July 24, 1996
(William H. Waltrip)
*By: /s/ Jerry Kronenberg As attorney-in-fact for the above-named officers
Jerry Kronenberg and directors pursuant to powers of attorney
duly executed by such persons
II-3
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Exhibit 24
POWER OF ATTORNEY
Each of the undersigned directors and officers of Thomas & Betts
Corporation hereby severally constitutes T. Kevin Dunnigan, Clyde R.
Moore, Jerry Kronenberg and Fred R. Jones, or any one of them (with
full power of each of them to act alone), his or her true and lawful
attorney-in-fact, with full power of substitution and re-substitution,
to execute on our behalf a registration statement on Form S-3 relating
to the Common Stock of Thomas & Betts Corporation and any and all
amendments (including post effective amendments) to such Registration
Statement, and to file the same, with all exhibits and other documents
in connection therewith, with the Securities and Exchange Commission,
granting unto each of said attorneys-in-fact and agents full power and
authority to perform each and every act necessary to be done as fully
to all intents and purposes as he or she could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/S/T.Kevin Dunnigan Chairman of the Board, June 5, 1996
(T. Kevin Dunnigan) Chief Executive Officer,
and Director
/S/Clyde R. Moore President, Chief Operating
(Clyde R. Moore) Officer and Director June 5, 1996
/S/Fred R. Jones Vice President-Finance and June 5, 1996
(Fred R. Jones) Treasurer (Chief Financial
Officer and Principal
Accounting Officer)
/S/Jerry Kronenberg Vice President-General June 5, 1996
Counsel
/S/Raymond B. Carey, Jr. Director June 5, 1996
(Raymond B. Carey, Jr.)
_____________________ Director June _, 1996
(Ernest H. Drew)
/S/Jeannanne K. Hauswald Director June 5, 1996
(Jeanne K. Hauswald)
/S/Thomas W. Jones Director June 5, 1996
(Thomas W. Jones)
/S/Robert A. Kenkel Director June 5, 1996
(Robert A. Kenkel)
/S/Kenneth R. Masterson Director June 5, 1996
(Kenneth R. Masterson)
/S/J. David Parkinson Director June 5, 1996
(J. David Parkinson)
/S/Jean-Paul Richard Director June 5, 1996
(Jean-Paul Richard)
/S/Ian M. Ross Director June 5, 1996
(Ian M. Ross)
/S/William H. Waltrip Director June 5, 1996
(William H. Waltrip)
