<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1996
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
THOMAS & BETTS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 3678 22-1326940
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
INCORPORATION OR CODE NUMBER)
ORGANIZATION)
----------------
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)
JERRY KRONENBERG, 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 OF COMMUNICATIONS TO:
EMANUEL S. CHERNEY, ESQ. ALAN L. JAKIMO, ESQ.
ANDREWS & KURTH L.L.P. BROWN & WOOD
425 LEXINGTON AVENUE ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10048
(212) 850-2800 (212) 839-5300
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box: [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) (1) FEE
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<S> <C> <C> <C> <C>
6 1/2% Notes due 2006 $150,000,000 100% $150,000,000 $51,724
</TABLE>
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- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee.
----------------
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.
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- -------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(b) OF REGULATION S-K SHOWING
THE LOCATION OF INFORMATION REQUIRED BY PART I OF FORM S-4
<TABLE>
<CAPTION>
ITEM NO. CAPTION LOCATION IN PROSPECTUS
-------- ------- ----------------------
<C> <S> <C>
Item 1. Forepart of Registration
Statement and Outside
Front Cover Page of
Prospectus............. Facing Page of the Registration Statement;
Outside Front Cover Page of the Prospectus
Item 2. Inside Front and Outside
Back Cover Pages of
Prospectus............. Available Information; Incorporation of
Certain Documents by Reference
Item 3. Risk Factors, Ratio of
Earnings to Fixed
Charges and Other
Information............ Incorporation of Certain Documents by
Reference; Summary; Selected Consolidated
Historical and Pro Forma Financial
Information; The Exchange Offer
Item 4. Terms of the
Transaction............ Summary; The Exchange Offer; Description of
the New Notes; Description of the Old Notes;
Certain United States Federal Income Tax
Considerations
Item 5. Pro Forma Financial
Information............ *
Item 6. Material Contracts with
the Company Being
Acquired............... *
Item 7. Additional Information
Required for Reoffering
by Persons and Parties
Deemed to Be
Underwriters........... *
Item 8. Interest of Named
Experts and Counsel.... Legal Matters; Experts
Item 9. Disclosure of Commission
Position on
Indemnification for
Securities Act
Liabilities............ *
Item 10. Information with Respect
to S-3 Registrants..... Available Information; Incorporation of
Certain Documents by Reference
Item 11. Incorporation of Certain
Information by
Reference.............. Incorporation of Certain Documents by
Reference
Item 12. Information with Respect
to S-2 or S-3
Registrants............ *
Item 13. Incorporation of Certain
Information by
Reference.............. *
Item 14. Information with Respect
to Registrants Other
than S-2 or S-3
Registrants............ *
Item 15. Information with Respect
to S-3 Companies....... *
Item 16. Information with Respect
to S-2 or S-3
Companies.............. *
Item 17. Information with Respect
to Companies Other than
S-2 or S-3 Companies... *
Item 18. Information if Proxies,
Consents or
Authorizations are to
be Solicited........... *
Item 19. Information if Proxies,
Consents or
Authorizations are not
to be Solicited or in
an Exchange Offer...... The Exchange Offer
</TABLE>
- --------
*Omitted because the item is inapplicable or the answer is negative.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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 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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS SUBJECT TO COMPLETION, DATED FEBRUARY 13, 1996
[LOGO] THOMAS&BETTS
------------
--------------------
------------
OFFER TO EXCHANGE ITS
6 1/2% NOTES DUE 2006
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
6 1/2% NOTES DUE 2006
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1996, UNLESS EXTENDED.
-----------
Thomas & Betts Corporation, a New Jersey corporation (the "Company"), hereby
offers, upon the terms and subject to the conditions set forth in this
Prospectus (as the same may be amended or supplemented from time to time, the
"Prospectus") and in the accompanying Letter of Transmittal (which together
constitute the "Exchange Offer"), to exchange up to $150,000,000 aggregate
principal amount of its 6 1/2% Notes due 2006 (the "New Notes"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement (as defined herein) of which this
Prospectus constitutes a part, for a like principal amount of its outstanding 6
1/2% Notes due 2006 (the "Old Notes"), of which $150,000,000 aggregate
principal amount is outstanding.
The terms of the New Notes are identical in all material respects to the
terms of the Old Notes, except that (i) the New Notes have been registered
under the Securities Act and therefore will not be subject to certain
restrictions on transfer applicable to the Old Notes and will not be entitled
to registration rights and (ii) the New Notes will not provide for any increase
in the interest rate thereon. In that regard, the Old Notes provide that, if
the Exchange Offer is not consummated by July 28, 1996, the interest rate borne
by the Old Notes will increase by 0.50% per annum following July 28, 1996 until
the Exchange Offer is consummated. See "Description of the Old Notes." The New
Notes are being offered for exchange in order to satisfy certain obligations of
the Company under the Registration Rights Agreement, dated as of January 30,
1996 (the "Registration Rights Agreement"), between the Company and the Initial
Purchasers (as defined herein) of the Old Notes. The New Notes will be issued
under the same Indenture (as defined herein) as the Old Notes and the New Notes
and the Old Notes will constitute a single series of debt securities under the
Indenture. In the event that the Exchange Offer is consummated, any Old Notes
which remain outstanding after consummation of the Exchange Offer and the New
Notes issued in the Exchange Offer will vote together as a single class for
purposes of determining whether holders of the requisite percentage in
outstanding principal amount of Notes (as defined herein) have taken certain
actions or exercised certain rights under the Indenture. The New Notes and the
Old Notes are collectively referred to herein as the "Notes." See "Description
of the New Notes" and "Description of the Old Notes."
Interest on the New Notes is payable semiannually on January 15 and July 15
of each year (each, an "Interest Payment Date"), commencing on the first such
date following the original issuance date of the New Notes. The New Notes will
mature on January 15, 2006. The New Notes are not entitled to any sinking fund
and are not redeemable prior to maturity.
-----------
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.
-----------
The date of this Prospectus is , 1996.
<PAGE>
The Company is making the Exchange Offer in reliance on the position of the
staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the "Commission") as set forth in certain interpretive letters
addressed to third parties in other transactions. However, the Company has not
sought its own interpretive letter and there can be no assurance that the
staff of the Division of Corporation Finance of the Commission would make a
similar determination with respect to the Exchange Offer as it has in such
interpretive letters to third parties. Based on these interpretations by the
staff of the Division of Corporation Finance, and subject to the two
immediately following sentences, the Company believes that New Notes issued
pursuant to this Exchange Offer in exchange for Old Notes may be offered for
resale, resold and otherwise transferred by a holder thereof (other than a
holder who is a broker-dealer) without further compliance with the
registration and prospectus delivery requirements of the Securities Act,
provided that such New Notes are acquired in the ordinary course of such
holder's business and that such holder is not participating, and has no
arrangement or understanding with any person to participate, in a distribution
(within the meaning of the Securities Act) of such New Notes. However, any
holder of Old Notes that is an "affiliate" of the Company or that intends to
participate in the Exchange Offer for the purpose of distributing New Notes,
or any broker-dealer who purchased Old Notes from the Company to resell
pursuant to Rule 144A under the Securities Act ("Rule 144A") or any other
available exemption under the Securities Act, (a) will not be able to rely on
the interpretations of the staff of the Division of Corporation Finance of the
Commission set forth in the above-mentioned interpretive letters, (b) will not
be permitted or entitled to tender such Old Notes in the Exchange Offer and
(c) must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any sale or other transfer of such Old
Notes unless such sale is made pursuant to an exemption from such
requirements. In addition, as described below, if any broker-dealer holds Old
Notes acquired for its own account as a result of market-making or other
trading activities and exchanges such Old Notes for New Notes, then such
broker-dealer must deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of such New Notes.
Each holder of Old Notes who wishes to exchange Old Notes for New Notes in
the Exchange Offer will be required to represent that (i) it is not an
"affiliate" of the Company, (ii) any New Notes to be received by it are being
acquired in the ordinary course of its business, (iii) it has no arrangement
or understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Notes, and (iv) if such holder is
not a broker-dealer, such holder is not engaged in, and does not intend to
engage in, a distribution (within the meaning of the Securities Act) of such
New Notes. Each broker-dealer that receives New Notes for its own account
pursuant to the Exchange Offer must acknowledge that it acquired the Old Notes
for its own account as the result of market-making activities or other trading
activities and must agree that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. Based on the
position taken by the staff of the Division of Corporation Finance of the
Commission in the interpretive letters referred to above, the Company believes
that broker-dealers who acquired Old Notes for their own accounts, as a result
of market-making activities or other trading activities ("Participating
Broker-Dealers") may fulfill their prospectus delivery requirements with
respect to the New Notes received upon exchange of such Old Notes (other than
Old Notes which represent an unsold allotment from the original sale of the
Old Notes) with a prospectus meeting the requirements of the Securities Act,
which may be the prospectus prepared for an exchange offer so long as it
contains a description of the plan of distribution with respect to the resale
of such New Notes. Accordingly, this Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer
during the period referred to below in connection with resales of New Notes
received in exchange for Old Notes where such Old Notes were acquired by such
Participating Broker-Dealer for its own account as a result of market-making
or other trading activities. Subject to certain provisions set forth in the
Registration Rights Agreement, the Company has agreed that this Prospectus, as
it may be amended or supplemented from time to time, may be used by a
Participating Broker-Dealer in connection with resales of such New Notes for a
period ending 90 days (subject to extension under certain limited
circumstances described below) after the Expiration Date (as defined below)
or, if earlier, when all such New Notes have been disposed of by such
Participating Broker-Dealer. However, a Participating Broker-Dealer who
intends to use this Prospectus in
2
<PAGE>
connection with the resale of New Notes received in exchange for Old Notes
pursuant to the Exchange Offer must notify the Company, or cause the Company
to be notified, on or prior to the Expiration Date, that it is a Participating
Broker-Dealer. Such notice may be given in the space provided for that purpose
in the Letter of Transmittal or may be delivered to the Exchange Agent at one
of the addresses set forth herein under "The Exchange Offer--Exchange Agent."
See "Plan of Distribution." Any Participating Broker-Dealer who is an
"affiliate" of the Company may not rely on such interpretive letters and must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. See "The Exchange
Offer--Resales of New Notes."
In that regard, each Participating Broker-Dealer who surrenders Old Notes
pursuant to the Exchange Offer will be deemed to have agreed, by execution of
the Letter of Transmittal, that, upon receipt of notice from the Company of
the occurrence of any event or the discovery of any fact which makes any
statement contained or incorporated by reference in this Prospectus untrue in
any material respect or which causes this Prospectus to omit to state a
material fact necessary in order to make the statements contained or
incorporated by reference herein, in light of the circumstances under which
they were made, not misleading or of the occurrence of certain other events
specified in the Registration Rights Agreement, such Participating Broker-
Dealer will suspend the sale of New Notes pursuant to this Prospectus until
the Company has amended or supplemented this Prospectus to correct such
misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to such Participating Broker-Dealer or the Company has
given notice that the sale of the New Notes may be resumed, as the case may
be. If the Company gives such notice to suspend the sale of the New Notes, it
shall extend the 90-day period referred to above during which Participating
Broker-Dealers are entitled to use this Prospectus in connection with the
resale of New Notes by the number of days during the period from and including
the date of the giving of such notice to and including the date when
Participating Broker-Dealers shall have received copies of the amended or
supplemented Prospectus necessary to permit resales of the New Notes or to and
including the date on which the Company has given notice that the sale of New
Notes may be resumed, as the case may be.
The New Notes will be a new issue of securities for which there currently is
no market. Although the Initial Purchasers have informed the Company that they
each currently intend to make a market in the New Notes, they are not
obligated to do so, and any such market making may be discontinued at any time
without notice. Accordingly, there can be no assurance as to the development
or liquidity of any market for the New Notes. The Company currently does not
intend to apply for listing of the New Notes on any securities exchange or for
quotation through the National Association of Securities Dealers Automated
Quotation System.
Any Old Notes not tendered and accepted in the Exchange Offer will remain
outstanding and will be entitled to all the rights and will be subject to the
limitations applicable thereto under the Indenture (except for those rights
which terminate upon consummation of the Exchange Offer). Following
consummation of the Exchange Offer, the holders of Old Notes will continue to
be subject to the existing restrictions upon transfer thereof and the Company
will have no further obligation to such holders (other than to the Initial
Purchasers under certain limited circumstances) to provide for registration
under the Securities Act of the Old Notes held by them. To the extent that Old
Notes are tendered and accepted in the Exchange Offer, a holder's ability to
sell untendered Old Notes could be adversely affected. See "Summary--Certain
Consequences of a Failure to Exchange Old Notes."
THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD NOTES ARE URGED TO READ THIS PROSPECTUS AND THE
RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER
THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER.
Old Notes may be tendered for exchange on or prior to 5:00 p.m., New York
City time, on , 1996 (such time on such date being hereinafter
called the "Expiration Date"), unless the Exchange Offer is extended by the
Company (in which case the term "Expiration Date" shall mean the latest date
and time to which the Exchange Offer is extended). Tenders of Old Notes may be
withdrawn at any time on or prior to the Expiration Date. The Exchange Offer
is not conditioned upon any minimum principal amount of Old Notes being
tendered for exchange. However, the Exchange Offer is subject to certain
events and conditions which may be
3
<PAGE>
waived by the Company and to the terms and provisions of the Registration
Rights Agreement. Old Notes may be tendered in whole or in part in a principal
amount of $1,000 and integral multiples thereof. The Company has agreed to pay
all expenses of the Exchange Offer. See "The Exchange Offer--Fees and
Expenses." Each New Note will bear interest from the most recent date to which
interest has been paid or duly provided for on the Old Note surrendered in
exchange for such New Note or, if no such interest has been paid or duly
provided for on such Old Note, from January 30, 1996. Holders of the Old Notes
whose Old Notes are accepted for exchange will not receive accrued interest on
such Old Notes for any period from and after the last Interest Payment Date to
which interest has been paid or duly provided for on such Old Notes prior to
the original issue date of the New Notes or, if no such interest has been paid
or duly provided for, will not receive any accrued interest on such Old Notes,
and will be deemed to have waived the right to receive any interest on such
Old Notes accrued from and after such Interest Payment Date or, if no such
interest has been paid or duly provided for, from and after January 30, 1996.
This Prospectus, together with the Letter of Transmittal, is being sent to
all registered holders of Old Notes as of , 1996.
The Company will not receive any cash proceeds from the issuance of the New
Notes offered hereby. No dealer-manager is being used in connection with this
Exchange Offer. See "Use of Proceeds" and "Plan of Distribution."
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 may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Commission's
Regional Offices in New York (Seven World Trade Center, 13th Floor, New York,
New York 10048), and Chicago (Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661). Copies of these materials may be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Reports, proxy statements and
other information concerning the Company may also be inspected at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form S-4
(together with all amendments thereto, the "Registration Statement") filed by
the Company with the Commission under the Securities Act. This Prospectus,
which forms a part of the Registration Statement, 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. Reference is hereby made to the Registration Statement and related
exhibits and schedules filed therewith for further information with respect to
the Company and the New Notes offered hereby. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed or
incorporated by reference as an exhibit to the Registration Statement or
otherwise filed by the Company with the Commission and each such statement is
qualified in its entirety by such reference. The Registration Statement and
the exhibits and schedules thereto may be inspected and copied at the public
reference facilities maintained by the Commission at the addresses set forth
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by the Company
pursuant to the Exchange Act are incorporated herein by reference: (i) the
Company's Annual Report on Form 10-K for the fiscal year ended January 1,
1995, (ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended
April 2, 1995,
4
<PAGE>
July 2, 1995 and October 1, 1995, (iii) the Company's Current Reports on Form
8-K dated December 12, 1995, January 17, 1996 and February 12, 1996 and (iv)
the Company's Current Report on Form 8-K/A dated January 22, 1996.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the Exchange Offer for the New Notes shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof from
the respective dates of filing of such documents. Any statement contained
herein or 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 statement or
document so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated herein by
reference.
As used herein, the terms "Prospectus" and "herein" mean this Prospectus,
including the documents incorporated or deemed to be incorporated herein by
reference, as the same may be amended, supplemented or otherwise modified from
time to time. Statements contained in this Prospectus as to the contents of
any contract or other document referred to are not necessarily complete and in
each instance reference is made to the copy of such contract or other
document, copies of which are available from the Company as described below,
each such statement being qualified in all respects by such reference.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any and all of the documents
described above other than exhibits to such documents which are not
specifically incorporated by reference in such documents. Written or telephone
requests should be directed to: Thomas & Betts Corporation, Office of the
Corporate Secretary, 1555 Lynnfield Road, Memphis, Tennessee 38119 (telephone
number (901) 682-7766).
5
<PAGE>
SUMMARY
The following summary is qualified in its entirety by, and is subject to, the
detailed information, consolidated financial statements and notes thereto, and
pro forma financial information contained elsewhere and incorporated by
reference in this Prospectus. Unless otherwise indicated or unless the context
otherwise requires, all references in this Prospectus to the Company include
Thomas & Betts Corporation and its subsidiaries.
THE COMPANY
Thomas & Betts Corporation ("Thomas & Betts" or the "Company") designs,
manufactures and markets on a global basis electrical and electronic
connectors, components and related accessories and other products, with
manufacturing facilities and marketing activities in North America, Europe and
Asia. The Company's products are sold worldwide through electrical, electronic
and HVAC distributors, mass merchandisers, catalogs and home centers, and
directly to original equipment manufacturer ("OEM") markets. In North America,
the Company is one of the largest manufacturers of electrical connectors,
components 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
electric utility and telecommunications industries. On a worldwide basis, the
Company designs and manufactures 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 Company operates in three business segments. Electrical Construction and
Maintenance Components are sold primarily in North America, and manufactured
and assembled at facilities located in the United States, Puerto Rico, Canada
and Mexico. Electronics/OEM Components are sold in North America, Europe and
Asia, and manufactured at facilities in the United States, Europe, Mexico,
Japan and Singapore. Other Products and Components--principally heaters,
heating/ventilation systems, components for transmission and distribution of
electric power, transmission poles and towers, and telecommunications
products--are sold primarily in North America and manufactured in the United
States.
Thomas & Betts' objective is to continue to achieve profitable growth by
offering its distributors and its OEM and end-user customers a broad family of
high-quality products and state-of-the-art distribution services and by
maintaining a leadership position in the market segments that it serves. Its
strategy for achieving this objective consists of the following elements:
. designing continuous improvements and making customer-specific
modifications in widely used products--allowing value to be added to
mature product lines;
. selectively acquiring product lines that complement the Company's
existing product lines--allowing the Company to reduce significantly the
time required by the Company to bring new products to its markets;
. expanding the use and features of the Company's state-of-the-art
Distributor/Manufacturer Integration ("DMI") system--allowing the Company
to provide its distributors with an inventory and distribution management
system that achieves significant transaction cost savings for both the
Company and its distributors; and
. globally locating and coordinating manufacturing facilities and marketing
personnel--allowing the Company to achieve low-cost manufacturing and
provide worldwide service to those of its OEM customers with globally
dispersed operations.
Selective acquisitions have been made to broaden Thomas & Betts' business
worldwide. In 1992, the Company acquired American Electric, a leading
manufacturer of a broad range of electrical products and accessories, as a
result of which the Company's sales approximately doubled. Since the
acquisition of American
6
<PAGE>
Electric, the Company has made 13 acquisitions involving complementary product
lines. Recent examples include: the $51 million acquisition of Commander
Electrical Products, Inc., a Canadian manufacturer of electrical outlet boxes,
in August 1994; the $35 million acquisition of Catamount Manufacturing, Inc.
("Catamount"), a manufacturer of cable ties, in October 1995; and the $221
million acquisition of Amerace Corporation ("Amerace"), a manufacturer of
electrical components for the utility and industrial markets, in January 1996.
Amerace had sales of approximately $200 million in 1994. In addition, in August
1994, the Company completed the purchase, for approximately $50 million, of a
29% interest in Leviton Manufacturing Co., Inc. ("Leviton"), a private company
that is the largest U.S. manufacturer of wiring devices.
THE EXCHANGE OFFER
The Exchange Offer.......... Up to $150,000,000 aggregate principal amount of
New Notes are being offered in exchange for a
like aggregate principal amount of Old Notes. Old
Notes may be tendered for exchange in whole or in
part in a principal amount of $1,000 and integral
multiples thereof. The Company is making the
Exchange Offer in order to satisfy its
obligations under the Registration Rights
Agreement relating to the Old Notes. For a
description of the procedures for tendering Old
Notes, see "The Exchange Offer--Procedures for
Tendering Old Notes."
Expiration Date............. 5:00 p.m., New York City time, on , 1996
(such time on such date being hereinafter called
the "Expiration Date") unless the Exchange Offer
is extended by the Company (in which case the
term "Expiration Date" shall mean the latest date
and time to which the Exchange Offer is extend-
ed). See "The Exchange Offer--Expiration Date;
Extensions; Amendments."
Certain Conditions to the
Exchange Offer.............
The Exchange Offer is subject to certain condi-
tions. The Company reserves the right in its sole
and absolute discretion, subject to applicable
law and the terms of the Registration Rights
Agreement, at any time and from time to time, (i)
to delay the acceptance of the Old Notes for ex-
change, (ii) to terminate the Exchange Offer if
certain specified conditions have not been satis-
fied, (iii) to extend the Expiration Date of the
Exchange Offer and retain all Old Notes tendered
pursuant to the Exchange Offer, subject, however,
to the right of holders of Old Notes to withdraw
their tendered Old Notes, or (iv) to waive any
condition or otherwise amend the terms of the Ex-
change Offer in any respect. See "The Exchange
Offer--Expiration Date; Extensions; Amendments"
and "--Certain Conditions to the Exchange Offer."
Withdrawal Rights........... Tenders of Old Notes may be withdrawn at any time
on or prior to the Expiration Date by delivering
a written notice of such withdrawal to the Ex-
change Agent in conformity with certain proce-
dures set forth below under "The Exchange Offer--
Withdrawal Rights."
Procedures for Tendering Tendering holders of Old Notes must complete and
Old Notes.................. sign a Letter of Transmittal in accordance with
the instructions contained therein
7
<PAGE>
and forward the same by mail, facsimile or hand
delivery, together with any other required docu-
ments, to the Exchange Agent (as defined below),
either with the Old Notes to be tendered or in
compliance with the specified procedures for
guaranteed delivery of Old Notes. Certain bro-
kers, dealers, commercial banks, trust companies
and other nominees may also effect tenders by
book-entry transfer. Holders of Old Notes regis-
tered in the name of a broker, dealer, commercial
bank, trust company or other nominee are urged to
contact such person promptly if they wish to ten-
der Old Notes pursuant to the Exchange Offer. See
"The Exchange Offer--Procedures for Tendering Old
Notes." Letters of Transmittal and certificates
representing Old Notes should not be sent to the
Company. Such documents should only be sent to
the Exchange Agent. Questions regarding how to
tender and requests for information should be di-
rected to the Exchange Agent. See "The Exchange
Offer--Exchange Agent."
Resales of New Notes........ The Company is making the Exchange Offer in reli-
ance on the position of the staff of the Division
of Corporation Finance of the Commission as set
forth in certain interpretive letters addressed
to third parties in other transactions. However,
the Company has not sought its own interpretive
letter and there can be no assurance that the
staff of the Division of Corporation Finance of
the Commission would make a similar determination
with respect to the Exchange Offer as it has in
such interpretive letters to third parties. Based
on these interpretations by the staff of the Di-
vision of Corporation Finance, and subject to the
two immediately following sentences, the Company
believes that New Notes issued pursuant to this
Exchange Offer in exchange for Old Notes may be
offered for resale, resold and otherwise trans-
ferred by a holder thereof (other than a holder
who is a broker-dealer) without further compli-
ance with the registration and prospectus deliv-
ery requirements of the Securities Act, provided
that such New Notes are acquired in the ordinary
course of such holder's business and that such
holder is not participating, and has no arrange-
ment or understanding with any person to partici-
pate, in a distribution (within the meaning of
the Securities Act) of such New Notes. However,
any holder of Old Notes that is an "affiliate" of
the Company or that intends to participate in the
Exchange Offer for the purpose of distributing
the New Notes, or any broker-dealer who purchased
the Old Notes from the Company to resell pursuant
to Rule 144A or any other available exemption un-
der the Securities Act, (a) will not be able to
rely on the interpretations of the staff of the
Division of Corporation Finance of the Commission
set forth in the above-mentioned interpretive
letters, (b) will not be permitted or entitled to
tender such Old Notes in the Exchange Offer and
(c) must comply with the registration and pro-
spectus delivery requirements of the Securities
Act in connection with any sale or other transfer
of such Old Notes unless such sale is made pursu-
ant to an exemption from such requirements. In
addition, as described below, if any broker-
dealer holds Old Notes acquired
8
<PAGE>
for its own account as a result of market-making
or other trading activities and exchanges such
Old Notes for New Notes, then such broker-dealer
must deliver a prospectus meeting the require-
ments of the Securities Act in connection with
any resales of such New Notes.
Each holder of Old Notes who wishes to exchange
Old Notes for New Notes in the Exchange Offer
will be required to represent that (i) it is not
an "affiliate" of the Company, (ii) any New Notes
to be received by it are being acquired in the
ordinary course of its business, (iii) it has no
arrangement or understanding with any person to
participate in a distribution (within the meaning
of the Securities Act) of such New Notes, and
(iv) if such holder is not a broker-dealer, such
holder is not engaged in, and does not intend to
engage in, a distribution (within the meaning of
the Securities Act) of such New Notes. Each bro-
ker-dealer that receives New Notes for its own
account pursuant to the Exchange Offer must ac-
knowledge that it acquired the Old Notes for its
own account as the result of market-making activ-
ities or other trading activities and must agree
that it will deliver a prospectus meeting the re-
quirements of the Securities Act in connection
with any resale of such New Notes. The Letter of
Transmittal states that by so acknowledging and
by delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an "underwrit-
er" within the meaning of the Securities Act.
Based on the position taken by the staff of the
Division of Corporation Finance of the Commission
in the interpretive letters referred to above,
the Company believes that broker-dealers who ac-
quired Old Notes for their own accounts as a re-
sult of market-making activities or other trading
activities ("Participating Broker-Dealers") may
fulfill their prospectus delivery requirements
with respect to the New Notes received upon ex-
change of such Old Notes (other than Old Notes
which represent an unsold allotment from the
original sale of the Old Notes) with a prospectus
meeting the requirements of the Securities Act,
which may be the prospectus prepared for an ex-
change offer so long as it contains a description
of the plan of distribution with respect to the
resale of such New Notes. Accordingly, this Pro-
spectus, as it may be amended or supplemented
from time to time, may be used by a Participating
Broker-Dealer in connection with resales of New
Notes received in exchange for Old Notes where
such Old Notes were acquired by such Participat-
ing Broker-Dealer for its own account as a result
of market-making or other trading activities.
Subject to certain provisions set forth in the
Registration Rights Agreement and to the limita-
tions described below under "The Exchange Offer--
Resale of New Notes", the Company has agreed that
this Prospectus, as it may be amended or supple-
mented from time to time, may be used by a Par-
ticipating Broker-Dealer in connection with re-
sales of such New Notes for a period ending 90
days (subject to extension under certain limited
circumstances) after the Expiration Date or, if
earlier, when all such New Notes have been dis-
posed of by such Participating Broker-
9
<PAGE>
Dealer. However, a Participating Broker-Dealer
who intends to use this Prospectus in connection
with the resale of New Notes received in exchange
for Old Notes pursuant to the Exchange Offer must
notify the Company, or cause the Company to be
notified, on or prior to the Expiration Date,
that it is a Participating Broker-Dealer. Such
notice may be given in the space provided for
that purpose in the Letter of Transmittal or may
be delivered to the Exchange Agent at one of the
addresses set forth herein under "The Exchange
Offer--Exchange Agent." See "Plan of Distribu-
tion." Any Participating Broker-Dealer who is an
"affiliate" of the Company may not rely on such
interpretive letters and must comply with the
registration and prospectus delivery requirements
of the Securities Act in connection with any re-
sale transaction. See "The Exchange Offer--Re-
sales of New Notes."
Exchange Agent.............. The exchange agent with respect to the Exchange
Offer is First Trust of New York, National Asso-
ciation (the "Exchange Agent"). The addresses,
and telephone and facsimile numbers of the Ex-
change Agent are set forth in "The Exchange Of-
fer--Exchange Agent" and in the Letter of Trans-
mittal.
Use of Proceeds............. The Company will not receive any cash proceeds
from the issuance of the New Notes offered here-
by. See "Use of Proceeds."
Certain United States
Federal Income Tax
Considerations.............
Holders of Old Notes should review the informa-
tion set forth under "Certain United States Fed-
eral Income Tax Considerations" prior to
tendering Old Notes in the Exchange Offer.
THE NEW NOTES
Securities Offered.......... Up to $150,000,000 aggregate principal amount of
the Company's 6 1/2% Notes due 2006 which have
been registered under the Securities Act.
The New Notes will be issued and the Old Notes
were issued under an Indenture, dated as of Janu-
ary 15, 1992 (the "Indenture"), between the Com-
pany and First Trust of New York, National Asso-
ciation, as Trustee (successor trustee to Morgan
Guaranty Trust Company of New York) (the "Trust-
ee"). The New Notes and any Old Notes which re-
main outstanding after consummation of the Ex-
change Offer will constitute a single series of
debt securities under the Indenture and, accord-
ingly, will vote together as a single class for
purposes of determining whether holders of the
requisite percentage in outstanding principal
amount thereof have taken certain actions or ex-
ercised certain rights under the Indenture. See
"Description of the New Notes--General."
The terms of the New Notes are identical in all
material respects to the terms of the Old Notes,
except that (i) the New Notes have been regis-
tered under the Securities Act and therefore are
not subject to certain restrictions on transfer
applicable to the Old Notes and will
10
<PAGE>
not be entitled to registration rights or other
rights under the Registration Rights Agreement
and (ii) the New Notes will not provide for any
increase in the interest rate thereon. See "The
Exchange Offer--Purpose of the Exchange Offer,"
"Description of the New Notes" and "Description
of the Old Notes."
Maturity Date............... January 15, 2006.
Interest Payment Dates...... January 15 and July 15 of each year, commencing
on the first such date following the original is-
suance of the New Notes.
Denominations............... The New Notes will be issued in minimum denomina-
tions of $1,000 and integral multiples of $1,000
in excess thereof.
Redemption.................. The New Notes may not be redeemed prior to matu-
rity.
Sinking fund................ None.
Ranking..................... The New Notes will constitute senior unsecured
indebtedness of the Company and will rank pari
passu with all other unsecured and unsubordinated
indebtedness of the Company. See "Capitalization"
and "Description of the New Notes--General."
Absence of Market for the The New Notes will be a new issue of securities
New Notes.................. for which there currently is no market. Although
Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and J.P. Morgan Secu-
rities Inc., as representatives for the initial
purchasers of the Old Notes (the "Initial Pur-
chasers"), have informed the Company that they
each currently intend to make a market in the New
Notes, they are not obligated to do so, and any
such market making may be discontinued at any
time without notice. Accordingly, there can be no
assurance as to the development or liquidity of
any market for the New Notes. The Company cur-
rently does not intend to apply for listing of
the New Notes on any securities exchange or for
quotation through the National Association of Se-
curities Dealers Automated Quotation System.
For further information regarding the New Notes, see "Description of the New
Notes."
11
<PAGE>
CERTAIN CONSEQUENCES OF A FAILURE TO EXCHANGE OLD NOTES
The Old Notes have not been registered under the Securities Act or any state
securities laws and therefore may not be offered, sold or otherwise
transferred except in compliance with the registration requirements of the
Securities Act and any other applicable securities laws, or pursuant to an
exemption therefrom or in a transaction not subject thereto, and in each case
in compliance with certain other conditions and restrictions, including the
Company's and the Trustee's right in certain cases to require the delivery of
opinions of counsel, certifications and other information prior to any such
transfer. Old Notes which remain outstanding after consummation of the
Exchange Offer will continue to bear a legend reflecting such restrictions on
transfer. In addition, upon consummation of the Exchange Offer, holders of Old
Notes which remain outstanding will not be entitled to any rights to have such
Old Notes registered under the Securities Act or to any similar rights under
the Registration Rights Agreement (subject to certain limited exceptions
applicable solely to the Initial Purchasers). The Company currently does not
intend to register under the Securities Act any Old Notes which remain
outstanding after consummation of the Exchange Offer (subject to such limited
exceptions, if applicable).
To the extent that Old Notes are tendered and accepted in the Exchange
Offer, a holder's ability to sell untendered Old Notes could be adversely
affected. In addition, although the Old Notes are eligible for trading in the
Private Offerings, Resale and Trading through Automatic Linkages ("PORTAL")
market, and Old Notes which remain outstanding after the consummation of the
Exchange Offer will continue to be so eligible, to the extent that Old Notes
are tendered and accepted in connection with the Exchange Offer, any trading
market for Old Notes which remain outstanding after the Exchange Offer could
be adversely affected.
The New Notes and any Old Notes which remain outstanding after consummation
of the Exchange Offer will constitute a single series of debt securities under
the Indenture and, accordingly, will vote together as a single class for
purposes of determining whether holders of the requisite percentage in
outstanding principal amount thereof have taken certain actions or exercised
certain rights under the Indenture. See "Description of the New Notes--
General."
The Old Notes provide that, if the Exchange Offer is not consummated by July
28, 1996, the interest rate borne by the Old Notes will increase by 0.50% per
annum following July 28, 1996 until the Exchange Offer is consummated. See
"Description of the Old Notes." Following consummation of the Exchange Offer,
the Old Notes will not be entitled to any increase in the interest rate
thereon. The New Notes will not be entitled to any such increase in the
interest rate thereon.
12
<PAGE>
RECENT ACQUISITIONS
The Company has expanded its business and product line through internal
development and acquisitions. On January 2, 1996 the Company completed the
acquisition of Amerace, a subsidiary of Eagle Industrial Products Corporation,
for a purchase price of $221 million in cash. Amerace is a leading
manufacturer of electrical components, including (i) cables, connectors and
related products for electric utilities; (ii) electrical control products sold
as components to the machine tool and process control industry; (iii)
electrical connectors for specialized industrial and construction uses; and
(iv) specialized lighting products. Amerace's most significant products are
power and distribution connectors and components sold under its Elastimold
brand name, which has a significant share of the U.S. market for these
products and a growing international presence through export and joint
ventures in Taiwan, Belgium and Japan. Amerace's Hendrix Wire & Cable division
produces products for use in underground and overhead residential electrical
power distribution. Amerace's MRS Power Systems division serves the electrical
interconnect and trolley electrification markets. Amerace's Electronic
Components division manufacturers and distributes timing and relay devices and
connector components to the industrial markets. Amerace had sales of
approximately $200 million in 1994 and sales of approximately $167 million
during the first nine months of 1995. Amerace has manufacturing facilities in
Hackettstown, New Jersey; Milford, New Hampshire; Albuquerque, New Mexico;
Punta Gorda and Brooksville, Florida; Ontario, Canada; and Berkshire, England,
as well as various office and warehouse facilities. The Company expects that
the combination of Amerace's products with its own existing utility package
will enable it to further penetrate international markets. See "Selected
Consolidated Historical and Pro Forma Financial Information."
On October 27, 1995, the Company completed the $35 million acquisition of
Catamount, a manufacturer of cable ties, wire connectors, tubing and nylon
hardware products, and related electrical products. The purchase price
consisted of approximately $22 million in the Company's Common Stock and the
assumption or retirement of approximately $13 million in debt. Catamount had
sales of approximately $28 million in 1994. On January 5, 1996 the Company
completed the $8.5 million acquisition of certain assets of Bowers
Manufacturing Corporation ("Bowers"), a manufacturer of metallic and non-
metallic electrical outlet boxes and surface raceway systems, from Masco
Corporation. The acquisition complements the Company's existing STEEL CITY,
UNION and IBERVILLE box lines in the United States and Canada.
USE OF PROCEEDS
The Company will not receive any cash proceeds from the issuance of the New
Notes offered hereby. In consideration for issuing the New Notes in exchange
for Old Notes as described in this Prospectus, the Company will receive Old
Notes in like principal amount. The Old Notes surrendered in exchange for the
New Notes will be retired and cancelled. Accordingly, the issuance of the New
Notes will not result in any change in the indebtedness of the Company.
The net proceeds to the Company from the sale of the Old Notes was
approximately $148.4 million. The Company used the net proceeds to refinance a
portion of the outstanding debt under the Company's revolving credit facility
established by the Credit Agreement, dated as of March 29, 1995, as amended,
between the Company and Morgan Guaranty Trust Company of New York, as Agent.
The debt refinanced would have expired on March 29, 2000 and had a weighted
average interest rate of 5.98% on December 31, 1995.
13
<PAGE>
CAPITALIZATION
The following table sets forth: (i) the cash position and the capitalization
of the Company on a consolidated basis as of October 1, 1995, (ii) the pro
forma cash position and capitalization of the Company on a consolidated basis
as of such date after giving effect to the acquisition of Amerace as if such
acquisition had occurred on such date, and (iii) the adjusted pro forma cash
position and capitalization of the Company on a consolidated basis as of such
date after giving effect to the acquisition of Amerace and the sale of the Old
Notes and the application of the estimated net proceeds therefrom as if such
transactions had occurred on such date. The information presented below should
be read in conjunction with the historical and pro forma financial information
incorporated by reference or included elsewhere in this Prospectus. The
exchange of the New Notes for the Old Notes will have no effect on the cash
position or capitalization of the Company.
<TABLE>
<CAPTION>
AS OF OCTOBER 1, 1995
----------------------------------
PRO FORMA,
HISTORICAL PRO FORMA AS ADJUSTED
---------- ---------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash, cash equivalents and short-term
investments................................. $105,544 $ 105,544 $ 105,544
======== ========== ==========
Short-term debt:
Current maturities of long-term debt...... $ 9,452 $ 9,452 $ 9,452
Short-term borrowings..................... 13,731 13,731 13,731
-------- ---------- ----------
Total short-term debt................... $ 23,183 $ 23,183 $ 23,183
======== ========== ==========
Long-term debt (less current maturities):
6 1/2% Notes due 2006..................... $ -- $ -- $ 150,000
Revolving credit facility................. 137,000 357,550 209,191
8 1/4% Notes due January 2004............. 124,364 124,364 124,364
5.10% Notes due February 23, 1996......... 20,000 20,000 20,000
Other borrowings.......................... 18,800 18,800 18,800
International borrowings.................. 30,497 30,497 30,497
Industrial revenue bonds.................. 14,105 14,105 14,105
Other..................................... 8,539 8,539 8,539
Less: current portion..................... (9,452) (9,452) (9,452)
-------- ---------- ----------
Total long-term debt.................... 343,853 564,403 566,044
-------- ---------- ----------
Shareholders' equity:
Common stock.............................. 9,857 9,857 9,857
Additional paid-in capital................ 172,224 172,224 172,224
Retained earnings......................... 396,456 396,456 396,456
Unrealized gain on marketable securities.. 1,344 1,344 1,344
Foreign currency translation adjustment... 3,872 3,872 3,872
Cost of treasury stock.................... (2,289) (2,289) (2,289)
-------- ---------- ----------
Total shareholders' equity.............. 581,464 581,464 581,464
-------- ---------- ----------
Total capitalization.................... $925,317 $1,145,867 $1,147,508
======== ========== ==========
</TABLE>
14
<PAGE>
SELECTED CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION
The following tables set forth selected consolidated historical financial
information and pro forma financial information of the Company. The historical
information in these tables should be read in conjunction with the disclosures
in the sections captioned "Management's Discussion and Analysis of Results of
Operations and Financial Condition" and the consolidated financial statements
of the Company and related notes thereto incorporated by reference in this
Prospectus from the Company's Annual Report on Form 10-K for the year ended
January 1, 1995 and the Company's Quarterly Reports on Form 10-Q for each of
the first three quarters of the fiscal year ended December 31, 1995. The
unaudited pro forma financial information should be read in conjunction with
the unaudited pro forma financial statements, including the related notes
thereto, the aforementioned consolidated financial statements of the Company,
and the financial statements of Amerace, including the related notes thereto,
incorporated by reference in this Prospectus from the Company's Current Report
on Form 8-K/A dated January 22, 1996. The exchange of the New Notes for the
Old Notes will have no effect on the cash position or capitalization of the
Company.
The historical information set forth below was selected or derived from the
historical financial statements and notes thereto of the Company. The
unaudited historical interim period financial information, in the opinion of
management, includes all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation for the periods shown. Historical results
for the nine months ended October 1, 1995 are not necessarily indicative of
results to be expected for the full year.
The unaudited pro forma financial information set forth below gives effect
to (i) the acquisition of Amerace and the debt incurred in connection
therewith and (ii) the sale of $150 million aggregate principal amount of the
Old Notes and the application of the net proceeds therefrom as described under
"Use of Proceeds", as if they each had occurred on October 1, 1995 with regard
to Balance Sheet Data, and on January 3, 1994 with regard to all other data.
The pro forma financial information presented is not necessarily indicative of
actual results that would have been achieved had the acquisition of Amerace
been completed on the dates assumed and do not purport to project the
Company's financial position at any future date or its results of operations
for any future period. As illustrated below, the acquisition of Amerace and
the debt incurred in connection therewith will have a material impact on the
financial position and results of operations of the Company.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED NINE MONTHS ENDED
---------------------------------------------- --------------------------------
PRO PRO
HISTORICAL FORMA(1) HISTORICAL FORMA(1)
---------------------------------- ---------- --------------------- ----------
DECEMBER 31, JANUARY 2, JANUARY 1, JANUARY 1, OCTOBER 2, OCTOBER 1, OCTOBER 1,
1992 1994 1995 1995 1994 1995 1995
------------ ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS
DATA:
Net sales............... $939,548 $957,509 $1,076,165 $1,276,265 $787,376 $903,831 $1,070,331
-------- -------- ---------- ---------- -------- -------- ----------
Costs and expenses:
Costs of sales......... 605,517 628,577 710,864 862,963 524,440 594,873 720,247
Marketing, general and
administrative........ 201,818 211,430 229,897 253,597 169,781 185,874 205,024
Research and
development........... 17,368 18,664 20,787 24,987 15,312 17,251 21,251
Amortization of
intangibles........... 13,498 11,780 11,040 14,422 8,488 7,380 9,917
Provision for
restructured
operations............ 15,000 -- 79,011 79,011 79,011 -- --
-------- -------- ---------- ---------- -------- -------- ----------
Total.................. 853,201 870,451 1,051,599 1,234,980 797,032 805,378 956,439
-------- -------- ---------- ---------- -------- -------- ----------
Earnings (loss) from
operations............. 86,347 87,058 24,566 41,285 (9,656) 98,453 113,892
Other income (expense)--
net.................... (33,364) (27,116) (24,072) (35,208) (18,735) (14,981) (21,532)
-------- -------- ---------- ---------- -------- -------- ----------
Earnings (loss) from
continuing operations
before income taxes.... 52,983 59,942 494 6,077 (28,391) 83,472 92,360
Income taxes (benefit).. 12,403 16,353 (1,393) 3,092 (10,712) 26,722 31,423
-------- -------- ---------- ---------- -------- -------- ----------
Earnings (loss) from
continuing operations
before cumulative
effect of change in
accounting for income
taxes.................. 40,580 43,589 1,887 $ 2,985 (17,679) 56,750 $ 60,937
========== ==========
Earnings from
discontinued operations
net of income tax
expense................ 10,343 11,322 7,350 7,350 --
Gain on sale of
discontinued
operations, net of
income tax expense of
$40,492................ -- -- 58,583 58,583 --
-------- -------- ---------- -------- --------
Earnings before
cumulative effect of
change in accounting
for income tax......... 50,923 54,911 67,820 48,254 56,750
Cumulative effect of
change in accounting
for income taxes....... -- 1,628 -- -- --
-------- -------- ---------- -------- --------
Net earnings(2)......... $ 50,923 $ 56,539 $ 67,820 $ 48,254 $ 56,750
======== ======== ========== ======== ========
Ratio of earnings to
fixed charges(3)....... 2.2x 2.6x .96x 1.0x .3x 4.0x 3.3x
SHARE DATA(4):
Earnings (loss) from
continuing operations
per share.............. $ 2.17 $ 2.31 $ .10 $ .15 $ (.90) $ 2.89 $ 3.10
Earnings per share...... 2.72 3.00 3.51 2.51 2.89
Dividends per share..... 2.24 2.24 2.24 2.24 1.68 1.68 1.68
Average shares
outstanding............ 18,717 18,837 19,304 19,304 19,216 19,642 19,642
OTHER DATA:
Depreciation and
amortization........... $ 46,722 $ 48,998 $ 53,532 $ 69,213 $ 38,525 $ 41,421 $ 53,532
Purchases of property,
plant and equipment.... 38,232 28,044 59,109 66,309 36,683 61,663 68,663
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL (1)
-------------------------------------------------------- ----------
DECEMBER 31, JANUARY 2, JANUARY 1, OCTOBER 2, OCTOBER 1, OCTOBER 1,
1992 1994 1995 1994 1995 1995
------------ ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash
equivalents............ $ 41,764 $ 72,509 $ 69,671 $ 88,974 $ 53,496 $ 53,496
Marketable securities... 56,568 31,543 52,569 43,022 52,048 52,048
Working capital......... 264,804 283,626 253,649 259,625 296,554 320,513
Property, plant &
equipment--net......... 296,138 296,004 275,525 257,057 300,988 393,980
Intangible assets--net.. 314,298 311,059 323,228 332,930 316,315 451,599
Total assets............ 1,117,063 1,133,182 1,208,212 1,212,595 1,238,261 1,559,238
Short-term debt,
including current
maturities of long-term
debt................... 43,287 27,897 18,659 24,521 23,183 23,183
Long-term debt, less
current maturities..... 420,345 393,502 319,519 321,423 343,853 566,044
Shareholders' equity.... 463,062 480,832 553,043 545,010 581,464 581,464
</TABLE>
- --------
(1) The unaudited pro forma financial information contained herein differs
from that contained in the Company's Current Report on Form 8-K/A dated
January 22, 1996, because it gives effect to the refinancing of a portion
of the indebtedness under the Company's revolving credit facility with the
net proceeds from the sale of the Old Notes at an interest rate of 6 1/2%.
The interest rate utilized for the purposes of calculating pro forma
interest expense on the revolving credit facility was 6.125%.
(2) Historical net earnings for the fiscal year ended January 1, 1995 include
a pretax gain from the sale of the Company's Vitramon subsidiary of $99.1
million, a pretax charge of $79.0 million for restructuring of the
Company's operations, and a pretax operating write-down of $10.6 million
for previously vacated facilities, each of which was recorded in the third
quarter of 1994.
(3) The ratio of earnings to fixed charges represents the number of times
fixed charges are covered by earnings. For purposes of computing this
ratio, earnings consist of earnings from continuing operations before
income taxes, plus fixed charges and less undistributed earnings from
unconsolidated investees. Fixed charges consist of interest expense and
such portion of rental expense which the Company estimates to be
representative of the interest factor attributable to such rental expense.
The Company's ratios for the year ended January 1, 1995 and the nine
months ended October 2, 1994 were .96x and .3x, both on an historical
basis, inadequate to cover fixed charges by $1.4 million and $17.6
million, respectively. This inadequacy was largely due to a provision for
restructured operations of $79.0 million provided in the third quarter of
that year.
(4) On February 7, 1996, the Board of Directors of the Company approved a 2
for 1 split of the Company's Common Stock that will be effective April 9,
1996 with respect to shareholders of record on March 8, 1996. The Share
Data included herein does not give effect to such stock split.
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BUSINESS OF THE COMPANY
GENERAL
Thomas & Betts designs, manufactures and markets on a global basis
electrical and electronic connectors, components and related accessories and
other products, with manufacturing facilities and marketing activities in
North America, Europe and Asia. The Company's products are sold worldwide
through electrical, electronic and HVAC distributors, mass merchandisers,
catalogs and home centers, and directly to original equipment manufacturer
("OEM") markets. In North America, the Company is one of the largest
manufacturers of electrical connectors, components 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 electric utility and
telecommunications industries. On a worldwide basis, the Company designs and
manufactures 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 Company operates in three business segments. Electrical Construction and
Maintenance Components are sold primarily in North America, and manufactured
and assembled at facilities located in the United States, Puerto Rico, Canada
and Mexico. Electronics/OEM Components are sold in North America, Europe and
Asia, and manufactured at facilities in the United States, Europe, Mexico,
Japan and Singapore. Other Products and Components--principally heaters,
heating/ventilation systems, components for transmission and distribution of
electric power, transmission poles and towers, and telecommunications
products--are sold primarily in North America and manufactured in the United
States.
Thomas & Betts' objective is to continue to achieve profitable growth by
offering its distributors and its OEM and end-user customers a broad family of
high-quality products and state-of-the-art distribution services and by
maintaining a leadership position in the market segments that it serves. Its
strategy for achieving this objective consists of the following elements:
. designing continuous improvements and making customer-specific
modifications in widely used products--allowing value to be added to
mature product lines;
. selectively acquiring product lines that complement the Company's
existing product lines--allowing the Company to reduce significantly the
time required by the Company to bring new products to its markets;
. expanding the use and features of the Company's state-of-the-art
Distributor/Manufacturer Integration ("DMI") system--allowing the Company
to provide its distributors with an inventory and distribution management
system that achieves significant transaction cost savings for both the
Company and its distributors; and
. globally locating and coordinating manufacturing facilities and marketing
personnel--allowing the Company to achieve low-cost manufacturing and
provide worldwide service to those of its OEM customers with globally
dispersed operations.
Selective acquisitions have been made to broaden Thomas & Betts' business
worldwide. In 1992, the Company acquired American Electric, a leading
manufacturer of a broad range of electrical products and accessories, as a
result of which the Company's sales approximately doubled. Since the
acquisition of American Electric, the Company has made 13 acquisitions
involving complementary product lines. Recent examples include: the $51
million acquisition of Commander Electrical Products, Inc., a Canadian
manufacturer of electrical outlet boxes, in August 1994; the $35 million
acquisition of Catamount, a manufacturer of cable ties, in October 1995; and
the $221 million acquisition of Amerace, a manufacturer of electrical
components for utility and industrial markets, in January 1996. Amerace had
sales of approximately $200 million in 1994. In addition, in August 1994, the
Company completed the purchase, for approximately $50 million, of a 29%
interest in Leviton, a private company that is the largest U.S. manufacturer
of wiring devices.
The Company was established in 1898 as a sales agency for electrical wires
and raceways and was incorporated in New Jersey in 1917. The Company's
executive offices are located at 1555 Lynnfield Road, Memphis, Tennessee
38119, telephone number (901) 682-7766.
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ELECTRICAL CONSTRUCTION AND MAINTENANCE COMPONENTS
The Company's electrical construction and maintenance components market
includes industrial, commercial and residential construction and renovation
companies, electrical contractors, and maintenance, repair and overhaul
operations ("MRO") customers. Total Electrical Construction and Maintenance
Components sales were $441.5, $453.0 and $526.5 million, or 47%, 47% and 49%
of the Company's total sales, for 1992, 1993 and 1994, respectively.
The Company 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; (x) circuit breakers, safety switches
and meter centers; and (xi) other products, including insulation products,
wire markers and application tooling products.
The Company markets its electrical components under various brand names.
These brand names and the related products include THOMAS & BETTS, T&B and
CATAMOUNT electrical products and electricians' supply products, TY-RAP, TY-
FAST and CATAMOUNT cable ties, STEEL CITY, BOWERS, IBERVILLE and UNION switch
and outlet boxes, covers and conduit fittings, STA-KON terminals, STEEL CITY
floor boxes and wire management systems, PERFECT-LINE outdoor lampholders and
boxes and covers, BLACKBURN and COLOR-KEYED power connectors and grounding
devices, T&B electricians' supplies, wire connectors, tools and accessories,
KINDORF and SUPERSTRUT metal framing products, AMERICAN ELECTRIC LIGHTING and
HAZLUX lighting products, THOMAS & BETTS and ZINSCO circuit breakers, safety
switches and meter centers, T&B, CANSTRUT and ELECTROTRAY cable tray, E-Z-CODE
wire markers and ANCHOR meter sockets.
In North America, the Company's components for industrial, commercial and
residential construction and industrial MRO customers are sold through
electrical distributors and retail outlets such as home centers and mass
merchants. The Company has relationships with over 2,000 national, regional
and independent distributors and buying groups with locations across North
America. The Company 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 Company has a network of factory and
independent sales representatives who work with distributors, end users and
retail outlets to increase demand for its products.
The Company also manufactures and distributes its components outside the
United States. Certain of the Company's standard components are sold in
countries where they conform to the applicable local electrical requirements,
while other components are specifically designed and manufactured to conform
to local standards. The Company also markets electrical components through
offshore sales agents and domestic exporters.
ELECTRONIC/OEM COMPONENTS
The Company's electronic components are sold primarily to OEMs in the
automotive, information services, office equipment, test equipment,
instrumentation, industrial automation and telecommunications businesses and
commercial offices, with the remainder of the components going to others such
as electronic distributors and contractors. Total Electronic/OEM Components
sales were $250.9, $238.4 and $250.4 million, or 27%, 25% and 23% of the
Company's total sales, for 1992, 1993 and 1994, respectively.
The Company's electronic/OEM components include: (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;
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(v) cable ties; (vi) terminals; (vii) D-subminiature connectors, a broad group
of industry standard connectors; and (viii) modular voice and data connectors,
twinax and coax connectors, baluns, patch panels, jack and wall plates and
related components for use in mainframe-to-terminal systems and personal
computer-based local area networks in commercial properties. These components
are sold under various brand names, including T&B electronic connectors,
ANSLEY IDC flat cable and connectors, FLEXSTRIP jumpers, TY-RAP, TY-FAST and
CATAMOUNT cable ties, HOLMBERG D-subminiature and card edge connectors, and
NEVADA WESTERN, ARMIGER, OMNI and EPITOME premises wiring brand names. The
Amerace acquisition added the following products to the Company's
electronic/OEM components product line: RUSSELLSTOLL, MAX-GARD and EVER-LOK
interconnect components and systems, MIPCO power connectors, FEEDRAIL trolley
busway electrification systems, AGASTAT electro-mechanical and solid-state
devices for timers and relays, and BUCHANAN terminal blocks and connectors.
These Amerace products are sold to electrical interconnect, trolley busway
electrification and industrial markets.
In North America, the Company sells its standard components through
electronic distributors and directly to end users, and provides customer-
specific components directly to major OEMs. The Company sells through
national, regional and local distributors serving a large customer base.
The Company also manufactures and markets its electronic/OEM components
internationally, with design, manufacturing and distribution capabilities in
Europe and the Pacific Region. In Europe and the Pacific Region, as in North
America, electronic/OEM components are sold primarily to automotive, computer,
office equipment, test equipment, instrumentation, industrial automation and
telecommunications markets, and certain of the Company's electronic components
are developed and manufactured for specific customer applications.
There has been a trend on the part of OEM customers to reduce the number of
their 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 Company has achieved a
preferred supplier designation from many of its most important OEM customers
for electronic components, and continues to seek this preferred status from
other accounts.
OTHER PRODUCTS AND COMPONENTS
The Company sells its other products and components, comprised of heating
products, transmission poles and towers, telecommunication components and
other components, through distributors and directly to end users. Total Other
Products and Components sales were $247.2, $266.1 and $299.2 million, or 26%,
28% and 28% of the Company's total sales, for 1992, 1993 and 1994,
respectively.
Heating Products
The Company designs, manufactures and markets heating products for
commercial and industrial buildings. 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 heating, ventilation and air
conditioning ("HVAC") marketplace under the REZNOR and E.K. CAMPBELL brand
names. The Company's products are sold through HVAC, mechanical and
refrigeration distributors in over 1,000 locations throughout North America.
Transmission Poles and Towers
The Company designs, manufactures and markets transmission and distribution
poles and towers for North American power and telecommunications companies and
for export. These products are primarily sold to five types of end users:
investor-owned utilities; cooperatives, which purchase power from utilities
and manage its distribution to end users; municipal utilities; cable
television operating companies; and telephone companies. The Company's
products include tubular steel transmission and distribution poles and lattice
steel transmission towers. The Company manufactures and sells its transmission
towers and its transmission and distribution poles under the LEHIGH, MEYER and
THOMAS & BETTS brand names.
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Telecommunication Components
The Company designs, manufactures and markets T&B aerial, pole, pedestal and
buried splice enclosures, T&B connectors, KOLD-N-KLOSE encapsulation and
sheath repair systems, TY-RAP, TY-FAST and CATAMOUNT cable ties, and DELTEC
specialty devices for cable television companies and telephone operating
companies. These components are sold both directly to end users and through
distributors.
Other Components
The Company designs, manufactures and markets flood, roadway and security
lighting fixtures; and connectors, grounding systems, fastening and metal
framing components for North American power companies and heating, mechanical
and refrigeration ("HMR") product distributors. These products are primarily
sold to four markets: investor-owned utilities, cooperatives, municipal
utilities and HMR distributors. The Company's other component products include
BLACKBURN power connectors and grounding systems, AMERICAN ELECTRIC LIGHTING
roadway, security and area lighting fixtures, SUPERSTRUT metal framing, TY-
RAP, TY-FAST and CATAMOUNT cable ties, ANCHOR meter sockets and, from the
Amerace acquisition, ELASTIMOLD power connectors and HENDRIX cable products.
These Amerace products are sold to investor-owned utilities, cooperatives and
municipal utilities, and to the export market.
THE EXCHANGE OFFER
PURPOSE OF THE EXCHANGE OFFER
In connection with the sale of the Old Notes, the Company entered into the
Registration Rights Agreement with the Initial Purchasers, pursuant to which
the Company agreed to use its best efforts to file with the Commission a
registration statement with respect to the exchange of the Old Notes for debt
securities with terms identical in all material respects to the terms of the
Old Notes, except that (i) the New Notes would be registered under the
Securities Act and therefore would not be subject to certain restrictions on
transfer applicable to the Old Notes and would not be entitled to registration
and other rights under the Registration Rights Agreement and (ii) the New
Notes would not provide for any increase in the interest rate thereon. In that
regard, the Old Notes provide, among other things, that, if the Exchange Offer
is not consummated by July 28, 1996, the interest rate borne by the Old Notes
following July 28, 1996 will increase by 0.50% per annum until the Exchange
Offer is consummated. The New Notes offered hereby in exchange for Old Notes
meet the above requirements. Upon consummation of the Exchange Offer, holders
of Old Notes will not be entitled to any increase in the rate of interest
thereon or any further registration rights under the Registration Rights
Agreement, except that the Initial Purchasers may have certain registration
rights under limited circumstances. See "Summary--Certain Consequences of a
Failure to Exchange Old Notes" and "Description of the Old Notes."
The Exchange Offer is not being made to, nor will the Company accept tenders
for exchange from, holders of Old Notes in any jurisdiction in which the
Exchange Offer or the acceptance thereof would not be in compliance with the
securities or blue sky laws of such jurisdiction.
TERMS OF THE EXCHANGE
The Company hereby offers, upon the terms and subject to the conditions set
forth in this Prospectus and in the accompanying Letter of Transmittal, to
exchange up to $150,000,000 aggregate principal amount of New Notes for a like
aggregate principal amount of Old Notes properly tendered on or prior to the
Expiration Date (as defined below) and not properly withdrawn in accordance
with the procedures described below. The Company will issue, promptly after
the Expiration Date, an aggregate principal amount of up to $150,000,000 of
New Notes in exchange for a like principal amount of outstanding Old Notes
tendered and accepted in connection with the Exchange Offer. Holders may
tender their Old Notes in whole or in part in a principal amount of $1,000 and
integral multiples thereof.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered. As of the date of this Prospectus $150,000,000 aggregate
principal amount of the Old Notes is outstanding.
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Holders of Old Notes do not have any appraisal or dissenters' rights in
connection with the Exchange Offer. Old Notes which are not tendered for
exchange or are tendered but not accepted in connection with the Exchange
Offer will remain outstanding and be entitled to the benefits of the
Indenture, but will not be entitled to any further registration rights under
the Registration Rights Agreement, except that the Initial Purchasers may have
certain registration rights under limited circumstances.
If any tendered Old Notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, certificates for any such unaccepted Old Notes will be returned,
without expense, to the tendering holder thereof promptly after the Expiration
Date.
Holders who tender Old Notes in connection with the Exchange Offer will not
be required to pay brokerage commissions or fees or, subject to the
instructions in the Letter of Transmittal, transfer taxes with respect to the
exchange of Old Notes for New Notes in connection with the Exchange Offer. The
Company will pay all charges and expenses, other than certain applicable taxes
described below, in connection with the Exchange Offer. See "--Fees and
Expenses."
NEITHER THE BOARD OF DIRECTORS OF THE COMPANY NOR THE COMPANY MAKES ANY
RECOMMENDATION TO HOLDERS OF OLD NOTES AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING ALL OR ANY PORTION OF THEIR OLD NOTES PURSUANT TO THE EXCHANGE
OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH
RECOMMENDATION. HOLDERS OF OLD NOTES MUST MAKE THEIR OWN DECISION WHETHER TO
TENDER PURSUANT TO THE EXCHANGE OFFER AND, IF THEY CHOOSE TO DO SO, THE
AGGREGATE AMOUNT OF OLD NOTES TO TENDER AFTER READING THIS PROSPECTUS AND THE
LETTER OF TRANSMITTAL AND CONSULTING WITH THEIR ADVISERS, IF ANY, BASED ON
THEIR OWN FINANCIAL POSITION AND REQUIREMENTS.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The term "Expiration Date" means 5:00 p.m., New York City time, on
, 1996 unless the Exchange Offer is extended by the Company (in which case
the term "Expiration Date" shall mean the latest date and time to which the
Exchange Offer is extended).
The Company expressly reserves the right in its sole and absolute
discretion, subject to applicable law and the terms of the Registration Rights
Agreement, at any time and from time to time, (i) to delay the acceptance of
the Old Notes for exchange, (ii) to terminate the Exchange Offer (whether or
not any Old Notes have theretofore been accepted for exchange) if the Company
determines, in its sole and absolute discretion, that any of the events or
conditions referred to under "--Certain Conditions to the Exchange Offer" have
occurred or exist or have not been satisfied, (iii) to extend the Expiration
Date of the Exchange Offer and retain all Old Notes tendered pursuant to the
Exchange Offer, subject, however, to the right of holders of Old Notes to
withdraw their tendered Old Notes as described under "--Withdrawal Rights,"
and (iv) to waive any condition or otherwise amend the terms of the Exchange
Offer in any respect. If the Exchange Offer is amended in a manner determined
by the Company to constitute a material change, or if the Company waives a
material condition of the Exchange Offer, the Company will promptly disclose
such amendment by means of a prospectus supplement that will be distributed to
the registered holders of the Old Notes, and the Company will extend the
Exchange Offer to the extent required by Rule 14e-1 under the Exchange Act.
Any such delay in acceptance, extension, termination or amendment will be
followed promptly by oral or written notice thereof to the Exchange Agent and
by making a public announcement thereof, and such announcement in the case of
an extension will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date. Without
limiting the manner in which the Company may choose to make any public
announcement and subject to applicable law, the Company shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a release to an appropriate news agency.
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ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF NEW NOTES
Upon the terms and subject to the conditions of the Exchange Offer, the
Company will exchange, and will issue to the Exchange Agent, New Notes for Old
Notes validly tendered and not withdrawn (pursuant to the withdrawal rights
described under "--Withdrawal Rights") promptly after the Expiration Date.
In all cases, delivery of New Notes in exchange for Old Notes tendered and
accepted for exchange pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of (i) Old Notes or a book-entry
confirmation of a book-entry transfer of Old Notes into the Exchange Agent's
account at The Depository Trust Company ("DTC"), (ii) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, and (iii) any other documents required by
the Letter of Transmittal.
The term "book-entry confirmation" means a timely confirmation of a book-
entry transfer of Old Notes into the Exchange Agent's account at DTC.
Subject to the terms and conditions of the Exchange Offer, the Company will
be deemed to have accepted for exchange, and thereby exchanged, Old Notes
validly tendered and not withdrawn as, if and when the Company gives oral or
written notice to the Exchange Agent of the Company's acceptance of such Old
Notes for exchange pursuant to the Exchange Offer. The Exchange Agent will act
as agent for the Company for the purpose of receiving tenders of Old Notes,
Letters of Transmittal and related documents, and as agent for tendering
holders for the purpose of receiving Old Notes, Letters of Transmittal and
related documents and transmitting New Notes to validly tendering holders.
Such exchange will be made promptly after the Expiration Date. If for any
reason whatsoever, acceptance for exchange or the exchange of any Old Notes
tendered pursuant to the Exchange Offer is delayed (whether before or after
the Company's acceptance for exchange of Old Notes) or the Company extends the
Exchange Offer or is unable to accept for exchange or exchange Old Notes
tendered pursuant to the Exchange Offer, then, without prejudice to the
Company's rights set forth herein, the Exchange Agent may, nevertheless, on
behalf of the Company and subject to Rule 14e-1(c) under the Exchange Act,
retain tendered Old Notes and such Old Notes may not be withdrawn except to
the extent tendering holders are entitled to withdrawal rights as described
under "--Withdrawal Rights."
Pursuant to the Letter of Transmittal, a holder of Old Notes will warrant
and agree in the Letter of Transmittal that such holder has full power and
authority to tender, exchange, sell, assign and transfer Old Notes, that the
Company will acquire good, marketable and unencumbered title to the tendered
Old Notes, free and clear of all liens, restrictions, charges and
encumbrances, and that the Old Notes tendered for exchange are not subject to
any adverse claims or proxies. The holder also will warrant and agree that it
will, upon request, execute and deliver any additional documents deemed by the
Company or the Exchange Agent to be necessary or desirable to complete the
exchange, sale, assignment, and transfer of the Old Notes tendered pursuant to
the Exchange Offer.
PROCEDURES FOR TENDERING OLD NOTES
VALID TENDER. Except as set forth below, in order for Old Notes to be
validly tendered pursuant to the Exchange Offer, a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, must be received by the
Exchange Agent at one of its addresses set forth under "--Exchange Agent," and
either (i) tendered Old Notes must be received by the Exchange Agent, or (ii)
such Old Notes must be tendered pursuant to the procedures for book-entry
transfer set forth below and a book-entry confirmation must be received by the
Exchange Agent, in each case on or prior to the Expiration Date, or (iii) the
guaranteed delivery procedures set forth below must be complied with.
A tendering holder, if tendering less than all of such holder's Old Notes,
should fill in the amount of Old Notes being tendered in the appropriate box
on the Letter of Transmittal. The entire amount of Old Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
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THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, RETURN RECEIPT
REQUESTED, PROPERLY INSURED, OR AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
BOOK-ENTRY TRANSFER. The Exchange Agent will establish an account with
respect to the Old Notes at DTC for purposes of the Exchange Offer within two
business days after the date of this Prospectus. Any financial institution
that is a participant in DTC's book-entry transfer facility system may make a
book-entry delivery of the Old Notes by causing DTC to transfer such Old Notes
into the Exchange Agent's account at DTC in accordance with DTC's procedures
for transfers. However, although delivery of Old Notes may be effected through
book-entry transfer into the Exchange Agent's account at DTC, the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees and any other required documents, must in
any case be delivered to and received by the Exchange Agent at one of its
addresses set forth under "--Exchange Agent" on or prior to the Expiration
Date, or the guaranteed delivery procedure set forth below must be complied
with.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
SIGNATURE GUARANTEES. Certificates for the Old Notes need not be endorsed
and signature guarantees on the Letter of Transmittal are unnecessary unless
(a) a certificate for the Old Notes is registered in a name other than that of
the person surrendering the certificate or (b) such registered holder
completes the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" in the Letter of Transmittal. In the case of (a) or (b)
above, such certificates for Old Notes must be duly endorsed or accompanied by
a properly executed bond power, with the endorsement or signature on the bond
power and on the Letter of Transmittal guaranteed by a firm or other entity
identified in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii)
a broker, dealer, municipal securities broker or dealer or government
securities broker or dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a
savings association (each, an "Eligible Institution"), unless surrendered on
behalf of such Eligible Institution. See Instruction 1 to the Letter of
Transmittal.
GUARANTEED DELIVERY. If a holder desires to tender Old Notes pursuant to the
Exchange Offer and the certificates for such Old Notes are not immediately
available or time will not permit all required documents to reach the Exchange
Agent on or before the Expiration Date, or the procedures for book-entry
transfer cannot be completed on a timely basis, such Old Notes may
nevertheless be tendered, provided that all of the following guaranteed
delivery procedures are complied with:
(i) such tenders are made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form accompanying the Letter of Transmittal,
is received by the Exchange Agent, as provided below, on or prior to the
Expiration Date; and
(iii) the certificates (or a book-entry confirmation) representing all
tendered Old Notes, in proper form for transfer, together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
with any required signature guarantees and any other documents required by
the Letter of Transmittal, are received by the Exchange Agent within five
New York Stock Exchange trading days after the date of execution of such
Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand, or transmitted
by facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in such notice.
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<PAGE>
Notwithstanding any other provision hereof, the delivery of New Notes in
exchange for Old Notes tendered and accepted for exchange pursuant to the
Exchange Offer will in all cases be made only after timely receipt by the
Exchange Agent of Old Notes, or of a book-entry confirmation with respect to
such Old Notes, and a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), together with any required signature
guarantees and any other documents required by the Letter of Transmittal.
Accordingly, the delivery of New Notes might not be made to all tendering
holders at the same time, and will depend upon when Old Notes, book-entry
confirmations with respect to Old Notes and other required documents are
received by the Exchange Agent.
The Company's acceptance for exchange of Old Notes tendered pursuant to any
of the procedures described above will constitute a binding agreement between
the tendering holder and the Company upon the terms and subject to the
conditions of the Exchange Offer.
DETERMINATION OF VALIDITY. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for exchange
of any tendered Old Notes will be determined by the Company, in its sole
discretion, whose determination shall be final and binding on all parties. The
Company reserves the absolute right, in its sole and absolute discretion, to
reject any and all tenders determined by it not to be in proper form or the
acceptance of which, or exchange for, may, in the view of counsel to the
Company, be unlawful. The Company also reserves the absolute right, subject to
applicable law, to waive any of the conditions of the Exchange Offer as set
forth under "--Certain Conditions to the Exchange Offer" or any condition or
irregularity in any tender of Old Notes of any particular holder whether or
not similar conditions or irregularities are waived in the case of other
holders.
The Company's interpretation of the terms and conditions of the Exchange
Offer (including the Letter of Transmittal and the instructions thereto) will
be final and binding. No tender of Old Notes will be deemed to have been
validly made until all irregularities with respect to such tender have been
cured or waived. Neither the Company, any affiliates or assigns of the
Company, the Exchange Agent nor any other person shall be under any duty to
give any notification of any irregularities in tenders or incur any liability
for failure to give any such notification.
If any Letter of Transmittal, endorsement, bond power, power of attorney, or
any other document required by the Letter of Transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and unless waived by the Company,
proper evidence satisfactory to the Company, in its sole discretion, of such
person's authority to so act must be submitted.
A beneficial owner of Old Notes that are held by or registered in the name
of a broker, dealer, commercial bank, trust company or other nominee or
custodian is urged to contact such entity promptly if such beneficial holder
wishes to participate in the Exchange Offer.
RESALES OF NEW NOTES
The Company is making the Exchange Offer in reliance on the position of the
staff of the Division of Corporation Finance of the Commission as set forth in
certain interpretive letters addressed to third parties in other transactions.
However, the Company has not sought its own interpretive letter and there can
be no assurance that the staff of the Division of Corporation Finance of the
Commission would make a similar determination with respect to the Exchange
Offer as it has in such interpretive letters to third parties. Based on these
interpretations by the staff of the Division of Corporation Finance, and
subject to the two immediately following sentences, the Company believes that
New Notes issued pursuant to this Exchange Offer in exchange for Old Notes may
be offered for resale, resold and otherwise transferred by a holder thereof
(other than a holder who is a broker-dealer) without further compliance with
the registration and prospectus delivery requirements of the Securities Act,
provided that such New Notes are acquired in the ordinary course of such
holder's business and that such holder is not participating, and has no
arrangement or understanding with any person to participate, in a distribution
(within the meaning of the Securities Act) of such New Notes. However, any
holder of Old
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Notes that is an "affiliate" of the Company or that intends to participate in
the Exchange Offer for the purpose of distributing New Notes, or any broker-
dealer who purchased Old Notes from the Company to resell pursuant to Rule
144A or any other available exemption under the Securities Act, (a) will not
be able to rely on the interpretations of the staff of the Division of
Corporation Finance of the Commission set forth in the above-mentioned
interpretive letters, (b) will not be permitted or entitled to tender such Old
Notes in the Exchange Offer and (c) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
sale or other transfer of such Old Notes unless such sale is made pursuant to
an exemption from such requirements. In addition, as described below, if any
broker-dealer holds Old Notes acquired for its own account as a result of
market-making or other trading activities and exchanges such Old Notes for New
Notes, then such broker-dealer must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of such New
Notes.
Each holder of Old Notes who wishes to exchange Old Notes for New Notes in
the Exchange Offer will be required to represent that (i) it is not an
"affiliate" of the Company, (ii) any New Notes to be received by it are being
acquired in the ordinary course of its business, (iii) it has no arrangement
or understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Notes, and (iv) if such holder is
not a broker-dealer, such holder is not engaged in, and does not intend to
engage in, a distribution (within the meaning of the Securities Act) of such
New Notes. Each broker-dealer that receives New Notes for its own account
pursuant to the Exchange Offer must acknowledge that it acquired the Old Notes
for its own account as the result of market-making activities or other trading
activities and must agree that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. Based on the
position taken by the staff of the Division of Corporation Finance of the
Commission in the interpretive letters referred to above, the Company believes
that broker-dealers who acquired Old Notes for their own accounts as a result
of market-making activities or other trading activities ("Participating
Broker-Dealers") may fulfill their prospectus delivery requirements with
respect to the New Notes received upon exchange of such Old Notes (other than
Old Notes which represent an unsold allotment from the original sale of the
Old Notes) with a prospectus meeting the requirements of the Securities Act,
which may be the prospectus prepared for an exchange offer so long as it
contains a description of the plan of distribution with respect to the resale
of such New Notes. Accordingly, this Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer
during the period referred to below in connection with resales of New Notes
received in exchange for Old Notes where such Old Notes were acquired by such
Participating Broker-Dealer for its own account as a result of market-making
or other trading activities. Subject to certain provisions set forth in the
Registration Rights Agreement, the Company has agreed that this Prospectus, as
it may be amended or supplemented from time to time, may be used by a
Participating Broker-Dealer in connection with resales of such New Notes for a
period ending 90 days (subject to extension under certain limited
circumstances described below) after the Expiration Date or, if earlier, when
all such New Notes have been disposed of by such Participating Broker-Dealer.
However, a Participating Broker-Dealer who intends to use this Prospectus in
connection with the resale of New Notes received in exchange for Old Notes
pursuant to the Exchange Offer must notify the Company, or cause the Company
to be notified, on or prior to the Expiration Date, that it is a Participating
Broker-Dealer. Such notice may be given in the space provided for that purpose
in the Letter of Transmittal or may be delivered to the Exchange Agent at one
of the addresses set forth herein under "--Exchange Agent." See "Plan of
Distribution." Any Participating Broker-Dealer who is an "affiliate" of the
Company may not rely on such interpretive letters and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.
In that regard, each Participating Broker-Dealer who surrenders Old Notes
pursuant to the Exchange Offer will be deemed to have agreed, by execution of
the Letter of Transmittal, that, upon receipt of notice from the Company of
the occurrence of any event or the discovery of any fact which makes any
statement contained or incorporated by reference in this Prospectus untrue in
any material respect or which causes this Prospectus to omit to state a
material fact necessary in order to make the statements contained or
incorporated by reference
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herein, in light of the circumstances under which they were made, not
misleading or of the occurrence of certain other events specified in the
Registration Rights Agreement, such Participating Broker-Dealer will suspend
the sale of New Notes pursuant to this Prospectus until the Company has
amended or supplemented this Prospectus to correct such misstatement or
omission and has furnished copies of the amended or supplemented Prospectus to
such Participating Broker-Dealer or the Company has given notice that the sale
of the New Notes may be resumed, as the case may be. If the Company gives such
notice to suspend the sale of the New Notes, it shall extend the 90-day period
referred to above during which Participating Broker-Dealers are entitled to
use this Prospectus in connection with the resale of New Notes by the number
of days during the period from and including the date of the giving of such
notice to and including the date when Participating Broker-Dealers shall have
received copies of the amended or supplemented Prospectus necessary to permit
resales of the New Notes or to and including the date on which the Company has
given notice that the sale of New Notes may be resumed, as the case may be.
WITHDRAWAL RIGHTS
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time on or prior to the Expiration Date.
In order for a withdrawal to be effective a written, telegraphic, telex or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent at one of its addresses set forth under "--Exchange Agent"
on or prior to the Expiration Date. Any such notice of withdrawal must specify
the name of the person who tendered the Old Notes to be withdrawn, the
aggregate principal amount of Old Notes to be withdrawn, and (if certificates
for such Old Notes have been tendered) the name of the registered holder of
the Old Notes as set forth on the Old Notes, if different from that of the
person who tendered such Old Notes. If Old Notes have been delivered or
otherwise identified to the Exchange Agent, then prior to the physical release
of such Old Notes, the tendering holder must submit the serial numbers shown
on the particular Old Notes to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution, except in the case
of Old Notes tendered for the account of an Eligible Institution. If Old Notes
have been tendered pursuant to the procedures for book-entry transfer set
forth in "--Procedures for Tendering Old Notes," the notice of withdrawal must
specify the name and number of the account at DTC to be credited with the
withdrawal of Old Notes, in which case a notice of withdrawal will be
effective if delivered to the Exchange Agent by written, telegraphic, telex or
facsimile transmission. Withdrawals of tenders of Old Notes may not be
rescinded. Old Notes properly withdrawn will not be deemed validly tendered
for purposes of the Exchange Offer, but may be retendered at any subsequent
time on or prior to the Expiration Date by following any of the procedures
described above under "--Procedures for Tendering Old Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all
parties. Neither the Company, any affiliates or assigns of the Company, the
Exchange Agent nor any other person shall be under any duty to give any
notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. Any Old Notes which have
been tendered but which are withdrawn will be returned to the holder thereof
promptly after withdrawal.
INTEREST ON THE NEW NOTES
Each New Note will bear interest at the rate of 6 1/2% per annum from the
most recent date to which interest has been paid or duly provided for on the
Old Note surrendered in exchange for such New Note or, if no interest has been
paid or duly provided for on such Old Note, from January 30, 1996. Interest on
the New Notes will be payable semiannually on Janaury 15 and July 15 of each
year, commencing on the first such date following the original issuance date
of the New Notes.
Holders of Old Notes whose Old Notes are accepted for exchange will not
receive accrued interest on such Old Notes for any period from and after the
last Interest Payment Date to which interest has been paid or duly
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provided for on such Old Notes prior to the original issue date of the New
Notes or, if no such interest has been paid or duly provided for, will not
receive any accrued interest on such Old Notes, and will be deemed to have
waived the right to receive any interest on such Old Notes accrued from and
after such Interest Payment Date or, if no such interest has been paid or duly
provided for, from and after January 30, 1996.
CERTAIN CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provisions of the Exchange Offer, or any extension
of the Exchange Offer, the Company will not be required to accept for
exchange, or to exchange, any Old Notes for any New Notes, and, as described
below, may terminate the Exchange Offer (whether or not any Old Notes have
theretofore been accepted for exchange) or may waive any conditions to or
amend the Exchange Offer, if any of the following conditions have occurred or
exists or have not been satisfied:
(a) the Exchange Offer, or the making of any exchange by a holder,
violates any applicable law or any applicable interpretation of the staff
of the Commission;
(b) any action or proceeding shall have been instituted or threatened in
any court or by or before any governmental agency or body with respect to
the Exchange Offer which, in the Company's judgment, would reasonably be
expected to impair the ability of the Company to proceed with the Exchange
Offer;
(c) any law, statute, rule or regulation shall have been adopted or
enacted which, in the Company's judgment, would reasonably be expected to
impair the ability of the Company to proceed with the Exchange Offer;
(d) a banking moratorium shall have been declared by United States
federal or Tennessee or New York state authorities which, in the Company's
judgment, would reasonably be expected to impair the ability of the Company
to proceed with the Exchange Offer;
(e) trading on the New York Stock Exchange or generally in the United
States over-the-counter market shall have been suspended by order of the
Commission or any other governmental authority which, in the Company's
judgment, would reasonably be expected to impair the ability of the Company
to proceed with the Exchange Offer; or
(f) a stop order shall have been issued by the Commission or any state
securities authority suspending the effectiveness of the Registration
Statement or proceedings shall have been initiated or, to the knowledge of
the Company, threatened for that purpose.
If the Company determines in its sole and absolute discretion that any of
the foregoing events or conditions has occurred or exists or has not been
satisfied, the Company may, subject to applicable law, terminate the Exchange
Offer (whether or not any Old Notes have theretofore been accepted for
exchange) or may waive any such condition or otherwise amend the terms of the
Exchange Offer in any respect. If such waiver or amendment constitutes a
material change to the Exchange Offer, the Company will promptly disclose such
waiver by means of a prospectus supplement that will be distributed to the
registered holders of the Old Notes, and the Company will extend the Exchange
Offer to the extent required by Rule 14e-1 under the Exchange Act.
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EXCHANGE AGENT
First Trust of New York, National Association, has been appointed as
Exchange Agent for the Exchange Offer. Delivery of the Letters of Transmittal
and any other required documents, questions, requests for assistance, and
requests for additional copies of this Prospectus or of the Letter of
Transmittal should be directed to the Exchange Agent as follows:
By Mail: By Overnight Delivery or Hand:
First Trust of New York, National First Trust of New York, National
Association Association
c/o First Trust National Association 100 Wall Street
P.O. Box 64485 New York, New York 10005
St. Paul, Minnesota 55164-9549 Attn: Patsy Poole
Attn: Specialized Finance
To Confirm by Telephone or for Information:
(612) 244-1197
Attn: Phyliss Meath
Facsimile Transmissions:
(612) 244-1145
Delivery to other than one of the above addresses or facsimile number will not
constitute a valid delivery.
FEES AND EXPENSES
The Company has agreed to pay the Exchange Agent reasonable and customary
fees for its services and will reimburse it for its reasonable out-of-pocket
expenses in connection therewith. The Company will also pay brokerage houses
and other custodians, nominees and fiduciaries the reasonable out-of-pocket
expenses incurred by them in forwarding copies of this Prospectus and related
documents to the beneficial owners of Old Notes, and in handling or tendering
for their customers.
Holders who tender their Old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith. If, however, New Notes are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Notes tendered, or if a transfer tax is imposed
for any reason other than the exchange of Old Notes in connection with the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with the Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
The Company will not make any payment to brokers, dealers or others
soliciting acceptances of the Exchange Offer.
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DESCRIPTION OF THE NEW NOTES
GENERAL
The Old Notes were issued and the New Notes are to be issued under the
Indenture, dated as of January 15, 1992 (the "Indenture"), between the Company
and First Trust of New York, National Association, as Trustee (successor
trustee to Morgan Guaranty Trust Company of New York) (the "Trustee"). The
following summaries of certain provisions of the Indenture, the Old Notes and
the New Notes set forth below and under "Description of the Old Notes" do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Indenture, including the
definitions therein of certain terms, and the forms of the certificates
evidencing the Old Notes and the New Notes. Wherever particular sections or
defined terms of the Indenture and/or Notes are referred to or used herein,
such sections or defined terms are incorporated herein by reference as part of
the statements made. See "Available Information."
The Indenture does not limit the aggregate principal amount of debt
securities or of any particular series of debt securities which may be issued
thereunder. The Indenture provides that debt securities may be issued from
time to time in one or more series. (Section 301). As of the date of this
Prospectus, $125,000,000 of the Company's 8 1/4% Notes due January 15, 2004
and $150,000,000 of the Old Notes were the only debt securities outstanding
under the Indenture. The Indenture, as supplemented, also provides for the
issuance from time to time of Medium-Term Notes with maturities ranging from
nine months to 30 years. As of the date of this Prospectus, no such Medium-
Term Notes have been issued.
The Old Notes and the New Notes will constitute a single series of debt
securities under the Indenture. If the Exchange Offer is consummated, holders
of the Old Notes who do not exchange their Old Notes for New Notes will vote
together with the holders of New Notes for all relevant purposes under the
Indenture. In that regard, the Indenture requires that certain actions by the
holders thereunder (including acceleration following an Event of Default) must
be taken, and certain rights must be exercised, by specified minimum
percentages of the aggregate principal amount of the outstanding debt
securities of the relevant series. In determining whether holders of the
requisite percentage in principal amount have given any notice, consent or
waiver or taken any other action permitted under the Indenture, any Old Notes
which remain outstanding after the Exchange Offer will be aggregated with the
New Notes and the holders of such Old Notes and the New Notes will vote
together as a single series for all such purposes. Accordingly, all references
herein to specified percentages in aggregate principal amount of the
outstanding Notes shall be deemed to mean, at any time after the Exchange
Offer is consummated, such percentage in aggregate principal amount of the Old
Notes and the New Notes then outstanding.
The New Notes and the Old Notes are sometimes referred to, collectively, as
the "Notes" and, individually, as a "Note."
The New Notes will be unsecured obligations of the Company and will rank
equally in right of payment with all other unsecured and unsubordinated
indebtedness of the Company and prior to any of its subordinated indebtedness.
The New Notes will be limited to an aggregate principal amount of
$150,000,000. Each New Note will bear interest at the rate of 6 1/2% per annum
from the most recent date to which interest has been paid or duly provided for
on the Old Note surrendered in exchange for such New Note or, if no interest
has been paid or duly provided for on such Old Note, from January 30, 1996,
payable semiannually on January 15 and July 15 of each year (each, an
"Interest Payment Date"), commencing July 15, 1996, to the persons in whose
names such New Note is registered at the close of business on the December 31
or June 30 next preceding such Interest Payment Date. Interest on the New
Notes will be computed on the basis of a 360-day year of twelve 30-day months.
The New Notes will mature on January 15, 2006. The New Notes will not be
redeemable prior to maturity and will not be entitled to any mandatory
redemption or sinking fund.
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The New Notes will not provide for any increase in the interest rate
thereon. For a discussion of the circumstances in which the interest rate on
the Old Notes may be temporarily increased, see "Description of the Old
Notes."
PAYMENTS, DENOMINATION AND REGISTRATION
Principal of and interest on the Notes will be payable, and the transfer or
exchange of the Notes will be registrable, at the office or agency maintained
by the Company for that purpose in New York, New York, provided that, at the
option of the Company, interest may be paid by check mailed to the address of
the Person entitled thereto as it appears on the Security Register. (Sections
301, 305 and 1002).
The Notes will be issued only in registered form without coupons and in
denominations of $1,000 and integral multiples thereof. (Section 302). No
service charge will be made for any registration of transfer or exchange of
the Notes, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. (Section
305).
In case any Note shall become mutilated, defaced, destroyed, lost or stolen,
the Company will execute and, upon the Company's request, the Trustee will
authenticate and deliver a new Note, of like tenor and equal principal amount
in exchange and substitution for such Note (upon surrender and cancellation
thereof) or in lieu of and substitution for such Note. In case such Note is
destroyed, lost or stolen, the applicant for a substituted Note shall furnish
to the Company and the Trustee such security or indemnity as may be required
by them to hold each of them harmless, and, in every case of destruction, loss
or theft of such Note, the applicant shall also furnish to the Company or the
Trustee satisfactory evidence of the destruction, loss or theft of such Note
and of the ownership thereof. Upon the issuance of any substituted Note, the
Company may require the payment by the registered holder thereof of a sum
sufficient to cover fees and expenses connected therewith.
CERTAIN COVENANTS OF THE COMPANY
The Indenture contains certain covenants for the benefit of the Notes. These
covenants include, among others, the following:
Limitations upon Liens. The Indenture provides that neither the Company nor
any Subsidiary (as defined below) will create, incur, issue or assume any
notes, bonds, debentures or other similar evidences of indebtedness for money
borrowed ("Debt") secured by any pledge, mortgage, lien, charge, encumbrance
or security interest ("Lien") on any Principal Property (as defined below)
owned by the Company or any Restricted Subsidiary (as defined below), and does
not permit the Company or any Subsidiary to create, incur, issue or assume any
Debt secured by any Lien on any shares of stock or Debt of any Restricted
Subsidiary (such shares of stock or Debt of any Restricted Subsidiary being
called "Restricted Securities"), without in any such case effectively
providing that the Notes, and any other applicable series of Securities issued
pursuant to the Indenture (together with, if the Company so determines, any
other Debt of the Company or such Subsidiary then existing or thereafter
created which is not subordinate to the Notes and such other Securities) will
be secured equally and ratably with (or prior to) such secured Debt, so long
as such secured Debt is so secured. This restriction will not, however, apply
to Debt secured by:
(i) Liens on any Principal Property or Restricted Securities of the
Company or any Subsidiary existing on the date of the original issuance by
the Company of the Notes or such other applicable series of Securities
issued pursuant to the Indenture, or such other date as may be specified
for an applicable series of Securities issued pursuant to the Indenture;
(ii) Liens on any Principal Property or Restricted Securities of any
corporation existing at the time such corporation becomes a Restricted
Subsidiary or is merged with or into or consolidated with the Company or a
Restricted Subsidiary, or at the time of a sale, lease or other disposition
of the properties of a corporation as an entirety or substantially as an
entirety to the Company or a Restricted Subsidiary, or arising thereafter
(a) otherwise than in connection with the borrowing of money arranged
thereafter and (b) pursuant to
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contractual commitments entered into prior to and not in contemplation of
such corporation becoming a Restricted Subsidiary and not in contemplation
of any such merger or consolidation or any such sale, lease or other
disposition;
(iii) Liens on any Principal Property or Restricted Securities of the
Company or any Subsidiary existing at the time of acquisition thereof
(including acquisition through merger or consolidation) or securing the
payment of all or any part of the purchase price or construction cost
thereof or securing any Debt incurred prior to, at the time of or within
180 days after, the acquisition of such Principal Property or Restricted
Securities or the completion of any such construction, whichever is later,
for the purpose of financing all or any part of the purchase price or
construction cost thereof (provided such Liens are limited to such
Principal Property or Restricted Securities, to improvements on such
Principal Property and to any other property or assets not then
constituting a Principal Property or Restricted Securities);
(iv) Liens on any Principal Property to secure all or any part of the
cost of development, operation, construction, alteration, repair or
improvement of all or any part of such Principal Property, or to secure
Debt incurred prior to, at the time of or within 180 days after, the
completion of such development, operation, construction, alteration, repair
or improvement, whichever is later, for the purpose of financing all or any
part of such cost (provided such Liens are limited to such Principal
Property, improvements thereon and any other property or assets not then
constituting a Principal Property);
(v) Liens which secure Debt owing by a Subsidiary to the Company or to a
Restricted Subsidiary;
(vi) Liens on the property of the Company or a Restricted Subsidiary in
favor of the United States of America or any State thereof, or any
department, agency, instrumentality or political subdivision of the United
States of America or any State thereof, to secure partial, progress,
advance or other payments pursuant to any contract or statute; and
(vii) any extension, renewal, substitution or replacement of any of the
Liens referred to in paragraphs (i) through (vi) above or the Debt secured
thereby; provided that (a) such extension, renewal, substitution or
replacement Lien will be limited to all or any part of the same Principal
Property or Restricted Securities that secured the Lien extended, renewed,
substituted or replaced (plus improvements on such property, and plus any
other property or assets not then constituting a Principal Property or
Restricted Securities) and (b) in the case of paragraphs (i) through (iii)
above, the Debt secured by such Lien at such time is not increased.
Notwithstanding the foregoing, the Company and any Subsidiary may create,
incur, issue or assume Debt secured by a Lien which would otherwise be subject
to the foregoing restrictions if the aggregate principal amount of all Debt
secured by Liens on Principal Properties and Restricted Securities then
outstanding (not including any such Debt secured by Liens permitted to be
incurred pursuant to paragraphs (i) through (vii) above) plus Attributable
Debt (as defined below) of the Company and its Restricted Subsidiaries in
respect of sale and leaseback transactions (as defined in "Limitations upon
Sales and Leasebacks" below) that would otherwise be subject to the
restrictions described below under "Limitations upon Sales and Leasebacks"
does not at the time such Debt is incurred exceed an amount equal to 10% of
Consolidated Net Tangible Assets (as defined below). (Section 1006).
For the purposes of the "Limitations upon Liens" covenant described herein,
the giving of a guarantee which is secured by a Lien on a Principal Property
or Restricted Securities, and the creation of a Lien on a Principal Property
or Restricted Securities to secure Debt which existed prior to the creation of
such Lien, will be deemed to involve the creation of Debt in an amount equal
to the principal amount guaranteed or secured by such Lien; but the amount of
Debt secured by Liens on Principal Properties and Restricted Securities will
be computed without cumulating the underlying indebtedness with any guarantee
thereof or Lien securing the same. (Section 1006).
Limitations upon Sales and Leasebacks. The Indenture provides that neither
the Company nor any Restricted Subsidiary will enter into any arrangement
after the date of the original issuance by the Company of the Notes (i.e.,
January 30, 1996) or any other applicable series of Securities issued pursuant
to the Indenture, or such other date as may be specified for an applicable
series of Securities issued pursuant to the Indenture, with any bank,
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insurance company or other lender or investor (other than the Company or
another Restricted Subsidiary) providing for the leasing by the Company or any
such Restricted Subsidiary of any Principal Property for a period of more than
three years, which was or is owned or leased by the Company or a Restricted
Subsidiary and which has been or is to be sold or transferred by the Company
or such Restricted Subsidiary, more than 180 days after the completion of
construction and commencement of all operations thereof by the Company or such
Restricted Subsidiary, to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender or investor on the
security of such Principal Property (herein referred to as a "sale and
leaseback transaction") unless, either:
(i) the Company and its Restricted Subsidiaries would be entitled,
pursuant to the provisions described in the "Limitations upon Liens"
covenant described above, to incur Debt secured by a Lien on such Principal
Property in a principal amount equal to or exceeding the Attributable Debt
in respect of such sale and leaseback transaction without equally and
ratably securing the applicable series of Securities, or
(ii) the Company, within 180 days after the sale or transfer, applies or
causes a Restricted Subsidiary to apply an amount equal to the net proceeds
of such sale or transfer (as determined by any two of the following: the
Chairman of the Board, the President, any Vice President, the Treasurer and
the Controller of the Company) to the retirement of Securities of any
series or other Funded Debt (as defined below) of the Company (other than
Funded Debt subordinated to the Securities) or Funded Debt of a Restricted
Subsidiary; provided that the amount to be so applied will be reduced by
(a) the principal amount of Securities delivered within 180 days after such
sale or transfer to the Trustee for retirement and cancellation, and (b)
the principal amount of any such Funded Debt of the Company or a Restricted
Subsidiary, other than Securities, voluntarily retired by the Company or a
Restricted Subsidiary within 180 days after such sale or transfer,
excluding in the case of both (a) and (b), retirement pursuant to any
mandatory sinking fund payment or any mandatory prepayment provision or by
payment at maturity.
Notwithstanding the foregoing, where the Company or any Restricted
Subsidiary is the lessee in any sale and leaseback transaction, Attributable
Debt will not include any Debt resulting from the guarantee by the Company or
any other Restricted Subsidiary of the lessee's obligation thereunder.
(Section 1007).
Restrictions on Funded Debt of Restricted Subsidiaries. The Indenture
provides that the Company will not permit any Restricted Subsidiary to create,
incur, issue, assume or guarantee any Funded Debt. This restriction will not
apply if:
(i) the Company or such Restricted Subsidiary could create Debt secured
by Liens in accordance with the "Limitations upon Liens" covenant described
above or enter into a sale and leaseback transaction in accordance with the
"Limitations upon Sales and Leasebacks" covenant described above in an
amount equal to such Funded Debt, without equally and ratably securing the
Notes; or (ii) such Funded Debt existed on the date of the original
issuance by the Company of the Notes (i.e., January 30, 1996); or (iii)
such Funded Debt is owed to the Company or any Subsidiary; or (iv) such
Funded Debt existed at the time the corporation that issued such Funded
Debt became a Restricted Subsidiary, or was merged with or into or
consolidated with such Restricted Subsidiary, or at the time of a sale,
lease or other disposition of the properties of such corporation as an
entirety to such Restricted Subsidiary, or arising thereafter (a) otherwise
than in connection with the borrowing of money arranged thereafter and (b)
pursuant to contractual commitments entered into prior to and not in
contemplation of such corporation becoming a Restricted Subsidiary and not
in contemplation of any such merger or consolidation or any such sale,
lease or other disposition; or (v) such Funded Debt is guaranteed by the
Company; or (vi) such Funded Debt is guaranteed by a governmental agency;
or (vii) such Funded Debt is issued, assumed or guaranteed in connection
with, or with a view to, compliance by such Restricted Subsidiary with the
requirements of any program adopted by any federal, state or local
governmental authority and applicable to such Restricted Subsidiary and
providing financial or tax benefits to such Restricted Subsidiary which are
not available directly to the Company; or (viii) such Funded Debt is
issued, assumed or guaranteed to pay all or any part of the purchase price
or the construction cost of property or equipment acquired by a Restricted
Subsidiary, provided such
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Funded Debt is incurred within 180 days after acquisition, completion of
construction or commencement of full operation of such property, whichever
is later; or (ix) such Funded Debt is nonrecourse; or (x) such Funded Debt
is incurred for the purpose of extending, renewing, substituting, replacing
or refunding Funded Debt permitted by the foregoing.
Notwithstanding the foregoing, any Restricted Subsidiary may create, incur,
issue, assume or guarantee Funded Debt which would otherwise be subject to the
foregoing restrictions in an aggregate principal amount which, together with
the aggregate outstanding principal amount of all other Funded Debt of the
Company's Restricted Subsidiaries which would otherwise be subject to the
foregoing restrictions (not including Funded Debt permitted to be incurred
pursuant to clauses (i) through (x) above), does not at the time such Funded
Debt is incurred exceed an amount equal to 10% of Consolidated Net Tangible
Assets. (Section 1008).
Dividend Restrictions. The Indenture provides that the Company will not (i)
declare or pay any dividend or make any other distribution (other than
dividends or distributions made in capital stock of the Company) on or in
respect of any capital stock of the Company, (ii) purchase, redeem or
otherwise acquire for value any shares of the capital stock of the Company,
except shares acquired upon the conversion or exchange thereof into other
shares of capital stock of the Company or out of the proceeds of a
substantially concurrent sale of other shares of capital stock of the Company,
or (iii) permit any Restricted Subsidiary to purchase, redeem or otherwise
acquire for value any shares of capital stock of the Company, if immediately
thereafter the aggregate amount of all such dividends, distributions,
purchases, redemptions, acquisitions or payments (other than dividends or
distributions payable in shares of capital stock of the Company) during the
period from and after January 1, 1992 would exceed the sum of (a) $130,000,000
plus (or minus to an amount not less than zero in the case of a deficit), (b)
the consolidated net income (or net loss) of the Company and its Subsidiaries
earned subsequent to January 1, 1992, plus (c) the aggregate net proceeds,
including cash and the fair market value of property other than cash (as
determined by any two of the following: the Chairman of the Board, the
President, any Vice President, the Treasurer and the Controller of the
Company), received by the Company in respect of the issue, sale or exchange
after January 1, 1992, of (1) any shares of capital stock of the Company and
any rights, options or warrants entitling the holders to purchase or subscribe
for shares of such capital stock, or (2) any indebtedness of the Company which
is converted into or exchanged for shares of its capital stock after January
1, 1992. (Section 1009).
The foregoing will not prohibit (i) payment of any dividend or distribution
within 65 days after the date of declaration thereof, if at the date of
declaration the payment of such dividend or distribution would have complied
with this "Dividend Restrictions" covenant, (ii) payment of any dividend or
distribution where substantially concurrently with the payment thereof an
amount of net proceeds, including cash and the fair market value of property
other than cash (as determined by any two of the following: the Chairman of
the Board, the President, any Vice President, the Treasurer and the Controller
of the Company), at least equal to such dividend or distribution is received
as a capital contribution or as the proceeds from the issuance or sale of
capital stock of the Company, (iii) the retirement of any shares of the
Company's capital stock in exchange for, or out of the proceeds of the
substantially concurrent sale of, other shares of the Company's capital stock,
(iv) purchases of shares of capital stock of the Company to deliver pursuant
to, or purchases or redemptions of shares of capital stock from employees or
former employees of the Company or its Subsidiaries in connection with, the
Company's stock option and incentive plans, and (v) the payment by the Company
or any Restricted Subsidiary to any member of the same consolidated group for
tax purposes of any amounts with respect to taxes or payments in lieu of
taxes. (Section 1009).
The covenants described above would not necessarily afford the Holders
protection in the event of a highly leveraged transaction involving the
Company, such as a leveraged buyout.
CERTAIN DEFINITIONS
"Attributable Debt" means, as to any particular lease under which any Person
is at the time liable for a term of more than 12 months, at any date as of
which the amount thereof is to be determined, the total net amount of rent
required to be paid by such Person under such lease during the remaining term
thereof (excluding any
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<PAGE>
subsequent renewal or other extension options held by the lessee), discounted
from the respective due dates thereof to such date at the interest rate
inherent in such lease (such rate to be determined by any two of the
following: the Chairman of the Board, the President, any Vice President, the
Treasurer and the Controller of the Company), compounded annually. The net
amount of rent required to be paid under any such lease for any such period
will be the aggregate amount of the rent payable by the lessee with respect to
such period after excluding amounts required to be paid on account of
maintenance and repairs, services, insurance, taxes, assessments, water rates
and similar charges and contingent rents (such as those based on sales). In
the case of any lease which is terminable by the lessee upon the payment of a
penalty, such net amount of rent will include the lesser of (i) the total
discounted net amount of rent required to be paid from the later of the first
date upon which such lease may be so terminated or the date of the
determination of such amount of rent, as the case may be, and (ii) the amount
of such penalty (in which event no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it may be so
terminated).
"Consolidated Net Tangible Assets" means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities (excluding any thereof which are by
their terms extendible or renewable at the option of the obligor thereon to a
time more than 12 months after the time as of which the amount thereof is
being computed), (ii) all good will, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles and (iii)
appropriate adjustments on account of minority interests of other Persons
holding stock of the Company's Subsidiaries, all as set forth on the most
recent balance sheet of the Company and its consolidated Subsidiaries and
computed in accordance with generally accepted accounting principles.
"Funded Debt" means indebtedness created, assumed or guaranteed by a Person
for money borrowed which matures by its terms, or is renewable by the borrower
to a date, more than one year after the date of original creation, assumption
or guarantee.
"Principal Property" means any manufacturing plant or distribution facility,
together with the land upon which it is erected and fixtures comprising a part
thereof, owned by the Company or any Restricted Subsidiary and located in the
United States, the gross book value (without deduction of any reserve for
depreciation) of which on the date as of which the determination is being made
is an amount which exceeds 1% of Consolidated Net Tangible Assets, other than
any such manufacturing plant or distribution facility or any portion thereof
or any such fixture (together with the land upon which it is erected and
fixtures comprising a part thereof) (i) which is financed by industrial
development bonds, industrial revenue bonds, pollution control bonds or other
similar debt issued or guaranteed by the United States of America or any State
thereof, or any department, agency, instrumentality or political subdivision
of the United States of America or any State thereof or (ii) which, in the
opinion of the Board of Directors of the Company as evidenced by a Board
Resolution, is not of material importance to the total business conducted by
the Company and its Subsidiaries, taken as a whole.
"Restricted Subsidiary" means any Subsidiary of which, at the time of
determination, all of the outstanding capital stock (other than directors'
qualifying shares) is owned by the Company directly and/or indirectly and
which, at the time of determination, is primarily engaged in manufacturing,
except a Subsidiary (i) which neither transacts any substantial portion of its
business nor regularly maintains any substantial portion of its fixed assets
within the United States, or (ii) which is engaged primarily in the finance
business including, without limitation thereto, financing the operations of,
or the purchase of products which are products of or incorporate products of,
the Company and/or its Subsidiaries, or (iii) which is primarily engaged in
ownership and development of real estate, construction of buildings, or
related activities, or a combination of the foregoing. In the event that there
shall at any time be a question as to whether a Subsidiary is primarily
engaged in manufacturing or is described in the foregoing clause (i), (ii) or
(iii), such matter will be determined for all purposes of the Indenture by a
Board Resolution.
"Subsidiary" means any corporation of which at the time of determination the
Company, directly and/or indirectly through one or more Subsidiaries, owns
more than 50% of the shares of Voting Stock.
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"Voting Stock" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board
of directors, managers or trustees of a corporation (irrespective of whether
or not at the time stock of any other class or classes has or might have
voting power by reason of the happening of any contingency).
EVENTS OF DEFAULT
An Event of Default with respect to the Notes is defined in the Indenture
as: (a) default in payment of principal of (or premium, if any, on) any Note
at Maturity; (b) default in payment of any interest upon any Note when due,
continued for 30 days; (c) failure by the Company for 90 days after due notice
in performance of any other of the covenants or warranties in the Indenture
(other than a covenant or warranty included in the Indenture solely for the
benefit of a series of Securities issued pursuant to the Indenture other than
the Notes); (d) a default under any indebtedness for money borrowed by the
Company resulting in such indebtedness in an aggregate principal amount
exceeding $25,000,000 becoming due prior to maturity, without such
acceleration having been rescinded within 60 days after due notice of such
default as provided in the Indenture; and (e) certain events of bankruptcy,
insolvency or reorganization of the Company (Section 501).
The Indenture provides that, if any Event of Default with respect to the
Notes at the time Outstanding occurs and is continuing, either the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Notes
may, by notice as provided in the Indenture, declare the principal amount of
all the Notes to be due and payable immediately, but upon certain conditions
such declaration may be rescinded and annulled and past defaults (except,
unless theretofore cured, a default in payment of principal of (or premium, if
any) or interest, if any, on the Notes and certain other specified defaults)
may be waived by the Holders of a majority in principal amount of the
Outstanding Notes on behalf of the Holders of all the Notes. (Sections 502 and
513).
The Indenture provides that no holder of any Note will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default and unless the Holders of at
least 25% in principal amount of the Outstanding Notes have made written
request and offered reasonable indemnity to the Trustee to institute such
proceeding as trustee and the Trustee has not received from the Holders of a
majority in principal amount of the Outstanding Notes a direction inconsistent
with such request and the Trustee has failed to institute such proceeding
within 60 days. (Section 507). However, the Holder of any Note will have an
absolute right to receive payment of the principal of (and premium, if any,
on) and interest on such Note on or after the Stated Maturity therein (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment. (Section 508).
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to the Notes at the time Outstanding,
give to the Holders of the Outstanding Notes notice of such default known to
it if uncured or not waived, provided, that, except in the case of default in
the payment of principal of (or premium, if any) or interest, if any, on any
Note, the Trustee will be protected in withholding such notice if the Trustee
in good faith determines that the withholding of such notice is in the
interest of the Holders of the Outstanding Notes; and, provided further, that
such notice will not be given until 90 days after the occurrence of a default
with respect to Outstanding Notes in the performance of a covenant in the
Indenture other than for the payment of the principal of (or premium, if any)
or interest, if any, on any Note. The term default with respect to the Notes
for the purpose only of this provision means the happening of any of the
Events of Default specified in the Indenture excluding any grace periods and
irrespective of any notice requirements. (Section 602).
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care,
to be indemnified by the Holders of Outstanding Notes before proceeding to
exercise any right or power under the Indenture at the request of the Holders
of the Notes (Section 601). The Indenture provides that the Holders of a
majority in principal amount of Outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or other power conferred on the Trustee,
provided that the Trustee may decline to act if such direction is contrary to
law or the Indenture. (Section 512).
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<PAGE>
The Indenture includes a covenant that the Company will file annually with
the Trustee a certificate of no default, or specifying any default that
exists. (Section 1005).
DEFEASANCE
The Indenture provides that the Company, at its option, (a) will be
discharged from any and all obligations with respect to the Notes (except for
certain obligations which include registering the transfer or exchange of the
Notes, replacing stolen, lost or mutilated Notes, maintaining paying agencies
and holding monies for payment in trust) or (b) need not comply with certain
restrictive covenants of the Indenture, upon the deposit with the Trustee (and
in the case of a discharge, 91 days after such deposit), in trust, of money,
or U.S. Government Obligations, or a combination thereof, which through the
payment of interest thereon and principal thereof in accordance with their
terms will provide money, in an amount sufficient to pay all the principal of
and interest on the Notes on the date such payments are due in accordance with
the terms of the Notes to their stated maturities or to and including a
redemption date which has been irrevocably designated by the Company for
redemption of the Notes. To exercise any such option, the Company is required
to meet certain conditions, including delivering to the Trustee an opinion of
counsel to the effect that (i) the deposit and related defeasance would not
cause the holders of the Notes to recognize income, gain or loss for federal
income tax purposes and (ii) the holders of the Notes will be subject to
Federal income tax on the same amounts and in the same manner and at the same
times as would have been the case had the deposit and related defeasance not
occurred. (Sections 403 and 1010).
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Notes (voting as a class), to execute supplemental
indentures adding any provisions to or changing or eliminating any of the
provisions of the Indenture or modifying the rights of the Holders of
Outstanding Notes, except that no such supplemental indenture may without the
consent of the Holder of each Outstanding Note affected thereby (i) change the
Stated Maturity of any Note, (ii) reduce the principal amount of, or the rate
of interest or any premium on, any Note, (iii) change the place or currency of
payment on any Note, (iv) impair the right to institute suit for the
enforcement of any payment on or after the Stated Maturity thereof, (v) reduce
the above-stated percentage of Outstanding Notes necessary to modify or amend
the Indenture, or (vi) reduce the percentage of aggregate principal amount of
Outstanding Notes necessary for waiver of compliance with certain provisions
of the Indenture or for the waiver of certain covenants and defaults. (Section
902).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture contains a provision permitting the Company, without the
consent of the Holders of any of the Outstanding Notes under the Indenture, to
consolidate with or merge into any other corporation or transfer or lease its
assets substantially as an entirety to any Person or to acquire or lease the
assets of any Person substantially as an entirety or to permit any corporation
to merge into the Company, provided that: (i) the successor is a corporation
organized and existing under the laws of any domestic jurisdiction; (ii) the
successor corporation, if other than the Company, assumes the Company's
obligations on the Notes and under the Indenture; and (iii) after giving
effect to the transaction, no Event of Default, and no event which, after
notice or lapse of time, would become an Event of Default, shall have occurred
and be continuing. (Section 801).
OUTSTANDING NOTES
The Indenture provides that, in determining whether the Holders of the
requisite principal amount of Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver under the
Indenture, Notes owned by the Company or any of its Affiliates shall not be
deemed to be Outstanding. (Section 101).
GOVERNING LAW
The Indenture and the Notes will be governed by, and construed in accordance
with, the laws of the State of New York.
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<PAGE>
DESCRIPTION OF THE OLD NOTES
The terms of the Old Notes are identical in all material respects to the New
Notes, except that (i) the Old Notes have not been registered under the
Securities Act, are subject to certain restrictions on transfer and are
entitled to certain registration rights under the Registration Rights
Agreement (which rights will terminate upon consummation of the Exchange
Offer, except to the extent that the Initial Purchasers may have certain
registration rights under limited circumstances) and (ii) the New Notes will
not provide for any increase in the interest rate thereon. In that regard, the
Old Notes provide that, in the event that the Exchange Offer is not
consummated or a shelf registration statement (the "Shelf Registration
Statement") with respect to the resale of the Old Notes is not declared
effective on or prior to July 28, 1996, the interest rate on the Old Notes
will increase by 0.50% per annum following July 28, 1996; provided, however,
that if the Company requests holders of Old Notes to provide certain
information called for by the Registration Rights Agreement for inclusion in
any such Shelf Registration Statement, then Old Notes owned by holders who do
not deliver such information to the Company or who do not provide comments on
the Shelf Registration Statement when required pursuant to the Registration
Rights Agreement will not be entitled to any such increase in the interest
rate. Upon the consummation of the Exchange Offer or the effectiveness of a
Shelf Registration Statement, as the case may be, after July 28, 1996, the
interest rate on any Old Notes which remain outstanding will be reduced, from
the date of such consummation or effectiveness, as the case may be, to 6 1/2%
per annum and the Old Notes will not thereafter be entitled to any increase in
the interest rate thereon. The New Notes are not entitled to any such increase
in the interest rate thereon. In addition, the Old Notes and the New Notes
will constitute a single series of debt securities under the Indenture. See
"Description of the New Notes--General." Accordingly, holders of Old Notes
should review the information set forth under "Summary--Certain Consequences
of a Failure to Exchange Old Notes" and "Description of the New Notes."
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes certain United States federal income tax
considerations to holders of the New Notes who are subject to U.S. net income
tax with respect to the New Notes ("U.S. persons") and who will hold the New
Notes as capital assets. There can be no assurance that the U.S. Internal
Revenue Service (the "IRS") will take a similar view of the purchase,
ownership or disposition of the New Notes. This discussion is based upon the
provisions of the Internal Revenue Code of 1986, as amended, and regulations,
rulings and judicial decisions now in effect, all of which are subject to
change. It does not include any description of the tax laws of any state,
local or foreign governments or any estate or gift tax considerations that may
be applicable to the New Notes or holders thereof. It does not discuss all
aspects of U.S. federal income taxation that may be relevant to a particular
investor in light of his particular investment circumstances or to certain
types of investors subject to special treatment under the U.S. federal income
tax laws (for example, dealers in securities or currencies, S corporations,
life insurance companies, tax-exempt organizations, taxpayers subject to the
alternative minimum tax and non-U.S. persons) and also does not discuss New
Notes held as a hedge against currency risks or as part of a straddle with
other investments or as part of a "synthetic security" or other integrated
investment (including a "conversion transaction") comprised of a New Note and
one or more other investments, or situations in which the functional currency
of the holders is not the U.S. dollar.
Holders of Old Notes contemplating acceptance of the Exchange Offer should
consult their own tax advisors with respect to their particular circumstances
and with respect to the effects of state, local or foreign tax laws to which
they may be subject.
EXCHANGE OF NOTES
The exchange of Old Notes for New Notes should not be a taxable event to
holders for federal income tax purposes. The exchange of Old Notes for the New
Notes pursuant to the Exchange Offer should not be treated as an "exchange"
for federal income tax purposes, because the New Notes should not be
considered to differ materially in kind or extent from the Old Notes. If,
however, the exchange of the Old Notes for the New Notes
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<PAGE>
were treated as an exchange for federal income tax purposes, such exchange
should constitute a recapitalization for federal income tax purposes.
Accordingly, the New Notes should have the same issue price as the Old Notes,
and a holder should have the same adjusted basis and holding period in the New
Notes as it had in the Old Notes immediately before the exchange.
INTEREST ON THE NEW NOTES
A holder of a New Note will be required to report as ordinary interest
income for U.S. federal income tax purposes interest earned on the New Note in
accordance with the holder's method of tax accounting.
DISPOSITION OF NEW NOTES
A holder's tax basis for a New Note generally will be the holder's purchase
price for the Old Note. Upon the sale, exchange, redemption, retirement or
other disposition of a New Note, a holder will recognize gain or loss equal to
the difference (if any) between the amount realized and the holder's tax basis
in the New Note. Such gain or loss will be long-term capital gain or loss if
the New Note has been held for more than one year and otherwise will be short-
term capital gain or loss (with certain exceptions to the characterization as
capital gain if the New Note was acquired at a market discount).
BACKUP WITHHOLDING
A holder of a New Note may be subject to backup withholding at the rate of
31% with respect to interest paid on the New Note and proceeds from the sale,
exchange, redemption or retirement of the New Note, unless such holder (a) is
a corporation or comes within certain other exempt categories and, when
required, demonstrates that fact or (b) provides a correct taxpayer
identification number, certifies as to no loss of exemption from backup
withholding and otherwise complies with applicable requirements of the backup
withholding rules. A holder of a New Note who does not provide the Company
with his correct taxpayer identification number may be subject to penalties
imposed by the IRS.
A holder of a New Note who is not a U.S. person will generally be exempt
from backup withholding and information reporting requirements, but may be
required to comply with certification and identification procedures in order
to obtain an exemption from backup withholding and information reporting.
Any amount paid as backup withholding will be creditable against the
holder's U.S. federal income tax liability.
PLAN OF DISTRIBUTION
Each broker-dealer that receives New Notes for its own account in connection
with the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by Participating
Broker-Dealers during the period referred to below in connection with resales
of New Notes received in exchange for Old Notes if such Old Notes were
acquired by such Participating Broker-Dealers for their own accounts as a
result of market-making activities or other trading activities. The Company
has agreed that this Prospectus, as it may be amended or supplemented from
time to time, may be used by a Participating Broker-Dealer in connection with
resales of such New Notes for a period ending 90 days (subject to extension
under certain limited circumstances described herein) after the Expiration
Date or, if earlier, when all such New Notes have been disposed of by such
Participating Broker-Dealer. However, a Participating Broker-Dealer who
intends to use this Prospectus in connection with the resale of New Notes
received in exchange for Old Notes pursuant to the Exchange Offer must notify
the Company, or cause the Company to be notified, on or prior to the
Expiration Date, that it is a Participating Broker-Dealer. Such notice may be
given in the space provided for that purpose in the Letter of Transmittal or
may be delivered to the Exchange Agent at one of the addresses set forth
herein under "The Exchange Offer--Exchange Agent." See "The Exchange Offer--
Resales of New Notes."
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<PAGE>
The Company will not receive any cash proceeds from the issuance of the New
Notes offered hereby. New Notes received by broker-dealers for their own
accounts in connection with the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Notes or a combination
of such methods of resale, at market prices prevailing at the time of resale,
at prices related to such prevailing market prices or at negotiated prices.
Any such resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealer and/or the purchasers of any such New Notes. Any
broker-dealer that resells New Notes that were received by it for its own
account in connection with the Exchange Offer and any broker or dealer that
participates in a distribution of such New Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act, and any profit on any
such resale of New Notes and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the New Notes will be passed upon
for the Company by Andrews & Kurth L.L.P., New York, New York and, with
respect to matters governed by the laws of the State of New Jersey, by Riker,
Danzig, Scherer, Hyland and Perretti, Morristown, New Jersey.
EXPERTS
The consolidated financial statements and schedules of Thomas & Betts
Corporation as of January 1, 1995 and January 2, 1994 and for each of the
years in the three-year period ended January 1, 1995, have been incorporated
by reference herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Amerace Corporation as of December
31, 1994 and 1993 and for each of the years in the three-year period ended
December 31, 1994, have been incorporated by reference herein in reliance upon
the reports of Arthur Andersen LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
- --------
Trademarks of the Company include: THOMAS & BETTS, T & B, CATAMOUNT, TY-RAP,
TY-FAST, STA-KON, STEEL CITY, IBERVILLE, PERFECT-LINE, BLACKBURN, COLOR-KEYED,
KINDORF, SUPERSTRUT, AMERICAN ELECTRIC LIGHTING, HAZLUX, UNION, BOWERS,
ZINSCO, CANSTRUT, ELECTROTRAY, E-Z-CODE, ANCHOR, ANSLEY, FLEXSTRIP, HOLMBERG,
NEVADA WESTERN, ARMIGER, EPITOME, RUSSELLSTOLL, MAX-GARD, EVER-LOK, MIPCO,
FEEDRAIL, AGASTAT, BUCHANAN, REZNOR, E.K. CAMPBELL, LEHIGH, MEYER, KOLD-N-
KLOSE, DELTEC, ELASTIMOLD AND HENDRIX.
39
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NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED AND INCORPO-
RATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COM-
PANY OR ANY OF ITS AFFILIATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED
HEREBY BY ANY PERSON IN ANY JURISDICTION IN WHICH OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFERING OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES IMPLY THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY
DOCUMENT INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT
TO THE DATE HEREOF OR THEREOF, AS THE CASE MAY BE.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information...................................................... 4
Incorporation of Certain Documents by Reference............................ 4
Summary.................................................................... 6
Certain Consequences of a Failure to Exchange Old Notes.................... 12
Recent Acquisitions........................................................ 13
Use of Proceeds............................................................ 13
Capitalization............................................................. 14
Selected Consolidated Historical and Pro Forma Financial Information....... 15
Business of the Company.................................................... 17
The Exchange Offer......................................................... 20
Description of the New Notes............................................... 29
Description of the Old Notes............................................... 37
Certain United States Federal Income Tax Considerations.................... 37
Plan of Distribution....................................................... 38
Legal Matters.............................................................. 39
Experts.................................................................... 39
</TABLE>
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[LOGO] THOMAS&BETTS
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OFFER TO EXCHANGE ITS
6 1/2% NOTES DUE 2006
WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
6 1/2% NOTES DUE 2006
----------------
PROSPECTUS
----------------
, 1996
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<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 14A:2-7 of the New Jersey Business Corporation
Act, which permits New Jersey corporations to include provisions in their
certificate of incorporation limiting the liability of officers and directors,
Article NINTH of the registrant's certificate of incorporation provides:
NINTH: (1) Elimination of Certain Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the Corporation or
its shareholders, except for liability for any breach of duty based upon an
act or omission (a) in breach of such person's duty of loyalty to the
Corporation or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt of an improper
personal benefit.
(2) Elimination of Certain Liability of Officers. Unless provided
otherwise by law, an officer of the Corporation shall not be personally
liable to the Corporation or its shareholders for damages for breach of any
duty owed to the Corporation or its shareholders, except for liability for
any breach of duty based upon an act or omission (a) in breach of such
person's duty of loyalty to the Corporation or its shareholders, (b) not in
good faith or involving a knowing violation of law or (c) resulting in
receipt by such person of an improper personal benefit.
(3) Repeal or Modification of ARTICLE NINTH. Any repeal or modification
of the foregoing paragraphs by the shareholders of the Corporation shall
not adversely affect any right or protection of a director or an officer of
the Corporation existing at the time of such repeal or modification.
Section 14A:3-5 of the New Jersey Business Corporation Act ("Section 14A:3-
5") confers broad powers upon corporations incorporated in that State with
respect to indemnification of any person against liabilities incurred by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, employee or agent of another enterprise, or the
legal representative of any such director, officer, trustee, employee or
agent. The provisions of Section 14A:3-5 are not exclusive of any other rights
to which those seeking indemnification may be entitled under any certificate
of incorporation, bylaw, agreement, vote of shareholders or otherwise. Section
14A:3-5 also provides that powers granted pursuant to such Section may be
exercised by the corporation notwithstanding the absence of any provision in
its certificate of incorporation or bylaws authorizing the exercise of such
powers.
Article V of the registrant's bylaws provides:
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized or
permitted by the New Jersey Business Corporation Act, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to be a director or officer and shall inure
II-1
<PAGE>
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 day after a
written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim, and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce
a claim for expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the New Jersey Business Corporation
Act for the Corporation to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent
legal counsel, or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the New Jersey Business Corporation Act, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
Section 3. Non-Exclusivity of Rights; Continuation of Rights. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, By-law,
agreement, vote of shareholders or disinterested directors or otherwise. All
rights to indemnification under this Article shall be deemed to be a contract
between the Corporation and each director or officer of the Corporation who
serves or served in such capacity at any time while this Article is in effect.
Any repeal or modification of this Article or any repeal or modification of
relevant provisions of the New Jersey Business Corporation Act or any other
applicable laws shall not in any way diminish any rights to indemnification of
such director or officer or the obligations of the Corporation arising
hereunder.
Section 4. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director or officer of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability
or loss under the New Jersey Business Corporation Act.
The Company has a liability insurance policy in effect which covers certain
claims against any officer or director of the Company by reason of certain
breaches of duty, neglect, errors or omissions committed by such person in his
or her capacity as an officer or director.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS
*4.1 --Indenture dated as of January 15, 1992 between Regis-
trant and First Trust of New York, National Association,
as Trustee successor trustee to Morgan Guarantee Trust
Company of New York. (Filed as Exhibit 4(a) to Thomas &
Betts Corporation's Annual Report on Form 10-K for the
year ended December 31, 1991.)
II-2
<PAGE>
4.2 --Registration Rights Agreement, dated as of January 30,
1996, between the Registrant and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and
J.P. Morgan Securities Inc.
4.3 --Form of Note for 6 1/2% Notes due 2006 originally issued
by Thomas & Betts Corporation on January 30, 1996.
4.4 --Form of Note for 6 1/2% Notes due 2006 to be issued by
Thomas & Betts Corporation and registered under the Secu-
rities Act of 1933.
5.1 --Opinion of Andrews & Kurth L.L.P.
5.2 --Opinion of Riker, Danzig, Scherer, Hyland & Perretti.
12 --Statement regarding computation of ratio of earnings to
fixed charges.
23.1 --Consent of Andrews & Kurth L.L.P. (included in Exhibit
5.1).
23.2 --Consent of Riker, Danzig, Scherer, Hyland & Perretti
(included in Exhibit 5.2).
23.3 --Consent of KPMG Peat Marwick LLP.
23.4 --Consent of Arthur Andersen LLP.
24 --Powers of attorney (included on signature page of this
Registration Statement).
25 --Statement of Eligibility of Trustee.
99.1 --Form of Letter of Transmittal.
99.2 --Form of Notice of Guaranteed Delivery.
99.3 --Form of Exchange Agent Agreement.
- --------
*Previously filed with the Securities and Exchange Commission and incorporated
herein by reference.
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired or involved therein, that was not the subject of and included
in the registration statement when it became effective.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 THE 7TH DAY OF FEBRUARY, 1996.
Thomas & Betts Corporation
/s/ T. Kevin Dunnigan
By: _________________________________
T. Kevin Dunnigan
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS T. KEVIN DUNNIGAN, JERRY KRONENBERG AND FRED R.
JONES, AND EACH OF THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION FOR HIM OR HER AND
IN HIS OR HER NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY OR
ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) OF AND SUPPLEMENTS TO
THIS REGISTRATION STATEMENT AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO,
AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, GRANTING UNTO SUCH ATTORNEYS-IN-FACT AND AGENTS AND EACH OF THEM
FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING
REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, TO ALL INTENTS
AND PURPOSES AND AS FULLY AS THEY MIGHT OR COULD DO IN PERSON, HEREBY
RATIFYING AND CONFIRMING ALL THAT SUCH ATTORNEYS-IN-FACT AND AGENTS, 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 BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ T. Kevin Dunnigan Chairman of the Board, Chief February 7, 1996
____________________________________ Executive Officer and
(T. Kevin Dunnigan) Director
/s/ Clyde R. Moore President, Chief Operating February 7, 1996
____________________________________ Officer and Director
(Clyde R. Moore)
/s/ Fred R. Jones Vice President--Finance and February 7, 1996
____________________________________ Treasurer (Principal
(Fred R. Jones) Financial and Accounting
Officer)
/s/ Jerry Kronenberg Vice President--General February 7, 1996
____________________________________ Counsel
(Jerry Kronenberg)
/s/ Raymond B. Carey, Jr Director February 7, 1996
____________________________________
(Raymond B. Carey, Jr.)
/s/ Ernest H. Drew Director February 7, 1996
____________________________________
(Ernest H. Drew)
/s/ Jeananne K. Hauswald Director February 7, 1996
____________________________________
(Jeananne K. Hauswald)
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Thomas W. Jones Director February 7, 1996
____________________________________
(Thomas W. Jones)
/s/ Robert A. Kenkel Director February 7, 1996
____________________________________
(Robert A. Kenkel)
/s/ Kenneth R. Masterson Director February 7, 1996
____________________________________
(Kenneth R. Masterson)
/s/ J. David Parkinson Director February 7, 1996
____________________________________
(J. David Parkinson)
/s/ Ian M. Ross Director February 7, 1996
____________________________________
(Ian M. Ross)
/s/ William H. Waltrip Director February 7, 1996
____________________________________
(William H. Waltrip)
</TABLE>
II-5
<PAGE>
EXHIBIT 4.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of January 30, 1996, among THOMAS & BETTS CORPORATION, a corporation
organized under the laws of the State of New Jersey (the "Company"), and MERRILL
LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN
SECURITIES INC., as representatives for the initial purchasers (the "Initial
Purchasers") set forth in Schedule I to the Purchase Agreement dated January 25,
1996 among the Company and the Initial Purchasers (the "Purchase Agreement").
This Agreement is made pursuant to the Purchase Agreement, which provides
for the sale by the Company to the Initial Purchasers of an aggregate of
$150,000,000 principal amount of the Company's 6 1/2% Notes due January 15, 2006
(the "Initial Securities"). In order to induce the Initial Purchasers to enter
into the Purchase Agreement, the Company has agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set
forth in this Agreement. The execution of this Agreement is a condition to the
closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following capitalized
-----------
defined terms shall have the following meanings:
"1933 Act" shall mean the Securities Act of 1933, as amended from time
--------
to time.
"1934 Act" shall mean the Securities Exchange Act of 1934, as amended
--------
from time to time.
"Closing Date" shall mean the Closing Time as defined in the Purchase
------------
Agreement.
"Company" shall have the meaning set forth in the preamble and also
-------
includes the Company's successors.
"Depositary" shall mean the Depositary Trust Company, or any other
----------
depositary appointed by the Company; provided, however, that such
depositary must have an address in the Borough of Manhattan, in the City of
New York.
"Exchange Offer" shall mean the exchange offer by the Company of
--------------
Exchange Securities for Registrable Securities pursuant to Section 2(a)
hereof.
"Exchange Offer Registration" shall mean a registration under the 1933
---------------------------
Act effected pursuant to Section 2(a) hereof.
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<PAGE>
"Exchange Offer Registration Statement" shall mean an exchange offer
-------------------------------------
registration statement on Form S-4 (or, if applicable, on another
appropriate form) under the Securities Act, and all amendments and
supplements to such registration statement, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.
"Exchange Securities" shall mean 6 1/2% Notes due January 30, 2006
-------------------
issued by the Company under the Indenture containing terms identical to the
Initial Securities (except that (i) interest thereon shall accrue from the
last date on which interest was paid on the Initial Securities or, if no
such interest has been paid, from the date of their original issue, (ii)
the transfer restrictions thereon shall be eliminated and (iii) certain
provisions relating to an increase in the stated rate of interest thereon
shall be eliminated), to be offered to Holders of Initial Securities in
exchange for Initial Securities pursuant to the Exchange Offer.
"Holders" shall mean the Initial Purchasers, for so long as they own
-------
any Registrable Securities, and each of their successors, assigns and
direct and indirect transferees who become registered owners of Registrable
Securities under the Indenture.
"Indenture" shall mean the Indenture relating to the Initial
---------
Securities, dated as of January 15, 1992, between the Company and First
Trust of New York, National Association, as Trustee (successor trustee to
Morgan Guaranty Trust Company of New York) (the "Trustee) as supplemented
by the Officers' Certificate, dated as of January 30, 1996, between the
same parties, as such Indenture as so supplemented may be amended from time
to time in accordance with the terms thereof.
"Initial Purchasers" shall have the meaning set forth in the preamble.
------------------
"Initial Securities" shall have the meaning set forth in the preamble.
------------------
"Majority Holders" shall mean the Holders of a majority of the
----------------
aggregate principal amount of outstanding Registrable Securities; provided
that whenever the consent or approval of Holders of a specified percentage
of Registrable Securities is required hereunder, Registrable Securities
held by the Company shall be disregarded in determining whether such
consent or approval was given by the Holders of such required percentage or
amount.
"Merrill Lynch" shall mean Merrill Lynch, Pierce, Fenner & Smith
-------------
Incorporated, on behalf of the Initial Purchasers.
2
<PAGE>
"Officers' Certificate" shall mean the Officers' Certificate of the
---------------------
Company, dated as of January 30, 1996, executed pursuant to Section 201 and
301 of the Indenture, establishing the terms of the Notes and the Exchange
Securities.
"Person" shall mean an individual, partnership, corporation, trust or
------
unincorporated organization, or a government or agency or political
subdivision thereof.
"Prospectus" shall mean the prospectus included in a Registration
----------
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a
prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to a prospectus,
including post-effective amendments, and in each case including all
material incorporated by reference therein.
"Purchase Agreement" shall have the meaning set forth in the preamble.
------------------
"Registrable Securities" shall mean the Initial Securities; provided,
----------------------
however, that the Initial Securities shall cease to be Registrable
Securities when (i) a Registration Statement with respect to such Initial
Securities shall have been declared effective under the 1933 Act and such
Initial Securities shall have been disposed of pursuant to such
Registration Statement, (ii) such Initial Securities shall have been sold
to the public pursuant to Rule 144 (or any similar provision then in force,
but not Rule 144A) under the 1933 Act, (iii) such Initial Securities shall
have ceased to be outstanding or (iv) such Initial Securities have been
exchanged for Exchange Securities upon consummation of the Exchange Offer.
"Registration Expenses" shall mean any and all expenses incident to
---------------------
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. ("NASD") registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state
securities or blue sky laws and compliance with the rules of the NASD
(including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of
the Exchange Securities or Registrable Securities), (iii) all expenses of
any Persons in preparing or assisting in preparing, word processing,
printing and distributing any Registration Statement, any Prospectus, any
amendments or supplements thereto, any underwriting agreements, securities
sales agreements and other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and expenses incurred in connection with the listing, if any, of any of the
Registrable Securities on any securities exchange or exchanges, (vi) the
fees and disbursements of counsel for the Company and of the independent
public accountants of the Company, including the expenses of any special
audits or "cold comfort" letters required by or incident to such
3
<PAGE>
performance and compliance, (vii) the fees and expenses of the Trustee, and
any escrow agent or custodian, and (viii) any fees and disbursements of the
underwriters customarily required to be paid by issuers or sellers of
securities and the reasonable fees and expenses of any special experts
retained by the Company in connection with any Registration Statement, but
excluding fees of counsel to the underwriters or the Holders and
underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of Registrable Securities by a Holder.
"Registration Statement" shall mean any registration statement of the
----------------------
Company which covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement, and all amendments
and supplements to any such Registration Statement, including post-
effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.
"SEC" shall mean the Securities and Exchange Commission.
---
"Shelf Registration" shall mean a registration effected pursuant to
------------------
Section 2(b) hereof.
"Shelf Registration Statement" shall mean a "shelf" registration
----------------------------
statement of the Company pursuant to the provisions of Section 2(b) of this
Agreement which covers all of the Registrable Securities on an appropriate
form under Rule 415 under the 1933 Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.
"Trustee" shall mean the trustee with respect to the Initial
-------
Securities under the Indenture.
2. Registration Under the 1933 Act.
-------------------------------
(a) Exchange Offer Registration. To the extent not prohibited by any
---------------------------
applicable law or applicable interpretation of the Staff of the SEC (as
determined in the reasonable discretion of the Company), the Company shall use
its best efforts (A) to file within 45 days after the Closing Date an Exchange
Offer Registration Statement covering the offer by the Company to the Holders to
exchange all of the Registrable Securities for Exchange Securities, (B) to cause
such Exchange Offer Registration Statement to be declared effective by the SEC
within 150 days after the Closing Date, (C) to cause such Registration Statement
to remain effective until the closing of the Exchange Offer and (D) to
consummate the Exchange Offer within 180 days following the Closing Date. The
Exchange Securities will be issued under the Indenture. Upon the effectiveness
of the Exchange Offer Registration Statement, the Company shall promptly
4
<PAGE>
commence the Exchange Offer, it being the objective of such Exchange Offer to
enable each Holder (other than Participating Broker-Dealers (as defined in
Section 3(f)) eligible and electing to exchange Registrable Securities for
Exchange Securities (assuming that such Holder is not an affiliate of the
Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange
Securities in the ordinary course of such Holder's business and has no
arrangements or understandings with any person to participate in the Exchange
Offer for the purpose of distributing the Exchange Securities) to trade such
Exchange Securities from and after their receipt without any limitations or
restrictions under the registration provisions of the 1933 Act and without
material restrictions under the registration and qualification provisions of the
securities laws of a substantial proportion of the several states of the United
States.
In connection with the Exchange Offer, the Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of
the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 30 days after
the date notice thereof is mailed to the Holders (or longer if required by
applicable law);
(iii) use the services of the Depositary for the Exchange Offer;
(iv) permit Holders to withdraw tendered Registrable Securities at
any time prior to the close of business, New York City time, on the last
business day on which the Exchange Offer shall remain open, by sending to
the institution specified in the notice, a telegram, telex, facsimile
transmission or letter setting forth the name of such Holder, the principal
amount of Registrable Securities delivered for exchange, and a statement
that such Holder is withdrawing his election to have such Initial
Securities exchanged; and
(v) otherwise comply in all respects with all applicable laws
relating to the Exchange Offer.
As soon as practicable after the close of the Exchange Offer, the Company
shall:
(i) accept for exchange Registrable Securities duly tendered and
not validly withdrawn pursuant to the Exchange Offer in accordance with the
terms of the Exchange Offer Registration Statement and the letter of
transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Securities or portions thereof so accepted for
exchange by the Company; and
5
<PAGE>
(iii) cause the Trustee promptly to authenticate and deliver Exchange
Securities to each Holder of Registrable Securities equal in amount to the
Registrable Securities of such Holder so accepted for exchange.
Interest on each Exchange Security will accrue from the last date on which
interest was paid on the Registrable Securities surrendered in exchange therefor
or, if no interest has been paid on the Registrable Securities, from the date of
its original issue. The Exchange Offer shall not be subject to any conditions,
other than those that are customary for underwritten offerings of securities
including, without limitation, (i) that the Exchange Offer, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the Staff of the SEC, (ii) the due tendering of Registrable
Securities in accordance with the Exchange Offer, (iii) that no action or
proceeding shall have been instituted or threatened in any court or by or before
any governmental agency with respect to the Exchange Offer that, in the
Company's judgment, would reasonably be expected to impair the ability of the
Company to proceed with the Exchange Offer, (iv) that there shall not have been
adopted or enacted any law, statute, rule or regulation which, in the Company's
judgment, would reasonably be expected to impair the ability of the Company to
proceed with the Exchange Offer, (v) that there shall not have been declared by
United States federal, New York or Tennessee state authorities a banking
moratorium that, in the Company's judgment, would reasonably be expected to
impair the ability of the Company to proceed with the Exchange Offer, (vi) that
trading on the New York Stock Exchange or generally in the United States over-
the-counter market shall not have been suspended by order of the Commission or
any other governmental authority, which, in the Company's judgment, would
reasonably be expected to impair the ability of the Company to proceed with the
Exchange Offer and (vii) that each Holder of Registrable Securities (other than
Participating Broker-Dealers) who wishes to exchange such Registrable Securities
for Exchange Securities in the Exchange Offer shall have represented that (A) it
is not an affiliate of the Company, (B) any Exchange Securities to be received
by it were acquired in the ordinary course of business and (C) at any time of
the commencement of the Exchange Offer, it has no arrangement with any person to
participate in the distribution (within the meaning of the 1933 Act) of the
Exchange Securities and shall have made such other representations as may be
reasonably necessary under applicable SEC rules, regulations or interpretations
to render available the use of Form S-4 or another appropriate form under the
1933 Act; provided, however, that none of the foregoing conditions shall relieve
the Company of its obligations under this Agreement or effect any increase in
the interest rate borne by the Initial Securities pursuant to this Agreement. To
the extent permitted by law, the Company shall inform Merrill Lynch of the names
and addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right to contact such Holders and otherwise facilitate
the tender of Registrable Securities in the Exchange Offer.
For greater certainty, the Company's obligation to use its best efforts to
make the Exchange Offer hereunder terminates at the close of business on the
180th day following the Closing Date.
6
<PAGE>
(b) Shelf Registration. (i) If the Company determines in its
------------------
reasonable discretion that, because of any change in law or applicable
interpretations thereof by the Staff of the SEC, it is not permitted to effect
the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any
other reason the Exchange Offer Registration Statement is not declared effective
within 150 days following the Closing Date, or (iii) upon the request of Merrill
Lynch (with respect to any Registrable Securities which the Initial Purchasers
acquired directly from the Company) following the consummation of the Exchange
Offer if any Initial Purchaser shall hold Registrable Securities which it
acquired directly from the Company and if such Initial Purchaser is not
permitted, in the opinion of counsel to the Initial Purchasers, pursuant to
applicable law or applicable interpretation of the Staff of the SEC to
participate in the Exchange Offer, the Company shall, at its cost:
(A) as promptly as practicable, file with the SEC a Shelf
Registration Statement relating to the offer and sale of the Registrable
Securities by the Holders from time to time in accordance with the methods
of distribution elected by the Majority Holders of such Registrable
Securities and set forth in such Shelf Registration Statement, and use its
best efforts to cause such Shelf Registration Statement to be declared
effective by the SEC by the 180th day after the Closing Date (or promptly
in the event of a request by Merrill Lynch pursuant to clause (iii) above).
In the event that the Company is required to file a Shelf Registration
Statement upon the request of Merrill Lynch pursuant to clause (iii) above,
the Company shall file and use its reasonable best efforts to have declared
effective by the SEC both an Exchange Offer Registration Statement pursuant
to Section 2(a) with respect to all Registrable Securities and a Shelf
Registration Statement (which may be a combined Registration Statement with
the Exchange Offer Registration Statement) with respect to offers and sales
of Registrable Securities held by such Holder or the Initial Purchasers
after completion of the Exchange Offer;
(B) use its best efforts to keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of three years from the date
the Shelf Registration Statement is declared effective by the SEC (or one
year from the date the Shelf Registration Statement is declared effective
if such Shelf Registration Statement is filed upon the request of Merrill
Lynch pursuant to clause (iii) above) or such shorter period which will
terminate when all of the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement; and
(C) notwithstanding any other provisions hereof, use its best efforts
to ensure that (i) any Shelf Registration Statement and any amendment
thereto and any Prospectus forming part thereof and any supplement thereto
complies in all material respects with the requirements of the 1933 Act and
the rules and regulations thereunder, (ii) any Shelf Registration Statement
and any amendment thereto does not, when it becomes effective, contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, and (iii) any
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Prospectus forming part of any Shelf Registration Statement, and any
supplement to such Prospectus (as amended or supplemented from time to
time), does not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading;
provided, however, that, with respect to clauses (ii) and (iii), the
Company shall not assume liability for statements in or omissions from the
Registration Statement made in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Holders
expressly for use therein.
The Company further agrees, if necessary, to supplement or amend the Shelf
Registration Statement if reasonably requested by the Majority Holders with
respect to information relating to the Holders or by Merrill Lynch with respect
to information relating to the Initial Purchasers if such Shelf Registration
Statement is filed upon the request of Merrill Lynch pursuant to clause (iii)
above and otherwise as required by Section 3(b) below, to use all reasonable
efforts to cause any such amendment to become effective and such Shelf
Registration to become usable as soon as thereafter practicable and to furnish
to the Holders of Registrable Securities or the Initial Purchasers, as the case
may be, copies of any such supplement or amendment promptly after its being used
or filed with the SEC.
(c) Expenses. The Company shall pay all Registration Expenses in
--------
connection with the registration pursuant to Section 2(a) or 2(b) and, in the
case of any Shelf Registration Statement, will reimburse the Holders and/or, if
such Shelf Registration Statement is filed upon the request of Merrill Lynch
pursuant to clause 2(b)(iii) above, the Initial Purchasers for the reasonable
fees and disbursements of one firm or counsel designated in writing by the
Majority Holders to act as counsel for the Holders of the Registrable Securities
in connection with such Shelf Registration Statement and/or one firm or counsel
designated in writing by Merrill Lynch to act as counsel for the Initial
Purchasers in connection with such Shelf Registration Statement, and, in the
case of an Exchange Offer Registration Statement, will reimburse the Holders, as
applicable, for the reasonable fees and disbursements of counsel in connection
therewith. Each Holder or Initial Purchaser, as the case may be, shall pay all
expenses of its counsel other than as set forth in the preceding sentence,
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's or Initial Purchaser's, as the case may
be, Registrable Securities pursuant to the Shelf Registration Statement.
(d) Effective Registration Statement.
--------------------------------
(i) The Company will be deemed not to have used its best
efforts to cause the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, to become, or to
remain, effective during the requisite period if the Company
voluntarily takes any action that would result in any such
Registration Statement not being declared effective or in the Holders
of Registrable Securities covered thereby not being able to exchange
or offer and sell such Registrable Securities during that period
unless (A) such action is required (in
8
<PAGE>
the Company's reasonable opinion) by applicable law or (B) such action
is taken by the Company in good faith and for valid business reasons
(not including avoidance of the Company's obligations hereunder),
including, without limitation, the acquisition or divestiture of
assets, so long as the Company promptly complies with the requirements
of Section 3(k) hereof, if applicable.
(ii) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to
Section 2(b) hereof will not be deemed to have become effective unless
it has been declared effective by the SEC; provided, however, that if,
after it has been declared effective, the offering of Registrable
Securities pursuant to a Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or
any other governmental agency or court, such Registration Statement
will be deemed not to have been effective during the period of such
interference, until the offering of Registrable Securities pursuant to
such Registration Statement may legally resume.
(e) Increase in Interest Rate. In the event that (i) the Exchange
-------------------------
Offer Registration Statement is not filed with the Commission on or prior to the
45th calendar day after the Closing Date, (ii) the Exchange Offer Registration
Statement is not declared effective on or prior to the 150th calendar day after
the Closing Date or (iii) the Exchange Offer is not consummated or a Shelf
Registration Statement with respect to the Registrable Securities is not
declared effective on or prior to the 180th calendar day after the Closing Date,
the interest rate borne by the Initial Securities shall be increased by .50% per
annum following such 45th day period in the case of clause (i) above, such 150
day period in the case of clause (ii) above, or such 180 day period in the case
of clause (iii) above; provided that the aggregate increase in such interest
rate will in no event exceed .50% per annum. Upon (x) the filing of the
Exchange Offer Registration Statement after the 45 day period described in
clause (i) above, (y) the effectiveness of the Exchange Offer Registration
Statement after the 150 day period described in clause (ii) above or (z) the
consummation of the Exchange Offer or the effectiveness of a Shelf Registration
Statement, as the case may be, after the 180 day period described in clause
(iii) above, the interest rate borne by the Initial Securities from the date of
such filing, effectiveness or consummation, as the case may be, will be reduced
to the original interest rate.
(f) Specific Enforcement. Without limiting the remedies available to
--------------------
the Initial Purchasers and the Holders, the Company acknowledges that any
failure by the Company to comply with its respective obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company's
obligations under Section 2(a) and Section 2(b) hereof.
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<PAGE>
3. Registration Procedures. In connection with the obligations of the
-----------------------
Company with respect to the Registration Statements pursuant to Sections 2(a)
and 2(b) hereof, the Company shall:
(a) prepare and file with the SEC a Registration Statement, within
the time period specified in Section 2, on the appropriate form under the
1933 Act, which form (i) shall be selected by the Company, (ii) shall, in
the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the selling Holders thereof and (iii) shall
comply as to form in all material respects with the requirements of the
applicable form and include or incorporate by reference all financial
statements required by the SEC to be filed therewith, and use its best
efforts to cause such Registration Statement to become effective and remain
effective in accordance with Section 2 hereof;
(b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under
applicable law to keep such Registration Statement effective for the
applicable period; cause each Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule
424 under the 1933 Act; and comply with the provisions of the 1933 Act with
respect to the disposition of all securities covered by each Registration
Statement during the applicable period in accordance with the intended
method or methods of distribution by the selling Holders thereof;
(c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least 10 days prior to filing, that a Shelf
Registration Statement with respect to the Registrable Securities is being
filed and advising such Holders that the distribution of Registrable
Securities will be made in accordance with the method set forth therein;
and (ii) furnish to each Holder of Registrable Securities, to counsel for
the Initial Purchasers, to counsel for the Holders and to each underwriter
of an underwritten offering of Registrable Securities, if any, without
charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other
documents as such Holder or underwriter may reasonably request, including
financial statements and schedules and, if such Holder or underwriter so
requests, all exhibits (including those incorporated by reference), in
order to facilitate the public sale or other disposition of the Registrable
Securities; and (iii) subject to the last paragraph of Section 3, hereby
consent to the use of the Prospectus or any amendment or supplement thereto
by each of the selling Holders of Registrable Securities in connection with
the offering and sale of the Registrable Securities covered by the
Prospectus or any amendment or supplement thereto, provided such use
complies with all applicable laws and regulations;
(d) use its best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws or such
jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement and each underwriter of an
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<PAGE>
underwritten offering of Registrable Securities shall reasonably request by
the time the applicable Registration Statement is declared effective by the
SEC, to cooperate with the Holders in connection with any filings required
to be made with the NASD, and do any and all other acts and things which
may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company shall
not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d) or (ii) take any action which would
subject it to general service of process or taxation in any such
jurisdiction if it is not then so subject;
(e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities, Merrill Lynch and counsel for the Initial
Purchasers promptly and, if requested by such Holder or counsel, confirm
such advice in writing promptly (i) when a Registration Statement has
become effective and when any post-effective amendments and supplements
thereto become effective, (ii) of any request by the SEC or any state
securities authority for post-effective amendments and supplements to a
Registration Statement and Prospectus or for additional information after
the Registration Statement has become effective, (iii) of the issuance by
the SEC or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable
Securities covered thereby, the representations and warranties of the
Company contained in any underwriting agreement, securities sales agreement
or other similar agreement, if any, relating to such offering cease to be
true and correct in all material respects, (v) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose, (vi) of
the happening of any event or the discovery of any facts during the period
a Shelf Registration Statement is effective which makes any statement made
in such Registration Statement or the related Prospectus untrue in any
material respect or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements
therein not misleading, in the light of the circumstances under which they
were made, and (vii) of any determination by the Company that a post-
effective amendment to a Registration Statement would be appropriate;
(f) (A) in the case of the Exchange Offer, (i) include in the
Exchange Offer Registration Statement a "Plan of Distribution" section
covering the use of the Prospectus included in the Exchange Offer
Registration Statement by broker-dealers who have exchanged their
Registrable Securities for Exchange Securities for the resale of such
Exchange Securities, (ii) furnish to each broker-dealer who desires to
participate in the Exchange Offer, without charge, as many copies of
each Prospectus included in the Exchange Offer Registration Statement,
including any preliminary prospectus, and any amendment or supplement
thereto,
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<PAGE>
as such broker-dealer may reasonably request, (iii) include in the
Exchange Offer Registration Statement a statement that any broker-
dealer who holds Registrable Securities acquired by it for its own
account as a result of market-making activities or other trading
activities (a "Participating Broker-Dealer"), and who receives
Exchange Securities for Registrable Securities pursuant to the
Exchange Offer, may be a statutory underwriter and must deliver a
prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities, (iv) subject to the last
paragraph of Section 3, hereby consent to the use of the Prospectus
forming part of the Exchange Offer Registration Statement or any
amendment or supplement thereto, by any broker-dealer in connection
with the sale or transfer of the Exchange Securities covered by the
Prospectus or any amendment or supplement thereto, and (v) include in
the transmittal letter or similar documentation to be executed by an
exchange offeree in order to participate in the Exchange Offer (x) the
following provision:
"If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Securities. If the
undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Registrable
Securities, it represents that the Registrable Securities to
be exchanged for Exchange Securities were acquired by it as a
result of market-making activities or other trading activities
and acknowledges that it will deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of
such Exchange Securities pursuant to the Exchange Offer;
however, by so acknowledging and by delivering a prospectus,
the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the 1933 Act"; and
(y) a statement to the effect that by a broker-dealer making the
acknowledgment described in subclause (x) and by delivering a
Prospectus in connection with the exchange of Registrable Securities,
the broker-dealer will not be deemed to admit that it is an
underwriter within the meaning of the 1933 Act; and
(B) to the extent any Participating Broker-Dealer participates
in the Exchange Offer, the Company shall use its best efforts to cause
to be delivered at the request of an entity representing the
Participating Broker-Dealers (which entity shall be Merrill Lynch,
unless it elects not to act as such representative) only one, if any,
"cold comfort" letter with respect to the Prospectus in the form
existing on the last date for which exchanges are accepted pursuant to
the Exchange Offer and with respect to each subsequent amendment or
supplement, if any, effected during the period specified in clause (C)
below; and
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<PAGE>
(C) to the extent any Participating Broker-Dealer participates
in the Exchange Offer, the Company shall use its best efforts to
maintain the effectiveness of the Exchange Offer Registration
Statement for a period of 90 days following the closing of the
Exchange Offer; and
(D) the Company shall not be required to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement as
would otherwise be contemplated by Section 3(b), or take any other
action as a result of this Section 3(f), for a period exceeding 90
days after the closing of the Exchange Offer (as such period may be
extended by the Company) and Participating Broker-Dealers shall not be
authorized by the Company to, and shall not, deliver such Prospectus
after such period in connection with resales contemplated by this
Section 3.
(g) (A) in the case of an Exchange Offer, furnish counsel for the
Initial Purchasers and (B) in the case of a Shelf Registration, furnish
counsel for the Holders of Registrable Securities and/or, in the event that
such Shelf Registration has been undertaken at the request of Merrill Lynch
in accordance with clause 2(b)(iii), counsel for the Initial Purchasers
copies of any request by the SEC or any state securities authority for
amendments or supplements to a Registration Statement and Prospectus or for
additional information.
(h) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement as soon as
practicable and provide immediate notice to each Holder and Merrill Lynch
of the withdrawal of any such order;
(i) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities and their counsel, and each Initial Purchaser and
counsel for the Initial Purchasers, without charge, at least one conformed
copy of each Registration Statement and any post-effective amendment
thereto (without documents incorporated therein by reference or exhibits
thereto, unless requested);
(j) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates, if any, representing Registrable Securities to be
sold and not bearing any restrictive legends; and cause such Registrable
Securities to be in such denominations (consistent with the provisions of
the Indenture) and registered in such names as the selling Holders or the
underwriters, if any, may reasonably request at least two business days
prior to the closing of any sale of Registrable Securities;
(k) in the case of a Shelf Registration, upon the occurrence of any
event or the discovery of any facts, each as contemplated by Section
3(e)(vi) hereof, use its best efforts to prepare a supplement or post-
effective amendment to a Registration Statement or the
13
<PAGE>
related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, such Prospectus will not contain
at the time of such delivery any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading,
provided, however, that notwithstanding the above, if any event
contemplated above occurs and the Board of Directors determines in its good
faith judgment that the disclosure of such event at such time would
materially adversely affect the interests of the Company, the Company shall
not be required to amend or supplement the Shelf Registration Statement,
any related Prospectus or any document incorporated therein by reference
until the earliest to occur of (i) such time as public disclosure is
otherwise made, (ii) the Board of Directors of the Company determines in
its good faith judgment that the disclosure in the Prospectus of any event
described above would no longer materially adversely affect the interests
of the Company or that such disclosure is not necessary, or (iii) 30 days
after the occurrence of such event. The Company agrees to notify each
Holder to suspend use of the Prospectus as promptly as practicable after
the occurrence of such an event, and each Holder hereby agrees to suspend
use of the Prospectus until the Company has amended or supplemented the
Prospectus to correct such misstatement or omission. At such time as such
public disclosure is otherwise made or the Company determines that such
disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, the Company agrees
promptly to notify each Holder of such determination and to furnish each
Holder such numbers of copies of the Prospectus, as amended or
supplemented, as such Holder may reasonably request;
(l) obtain a CUSIP number for all Exchange Securities, or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement, and provide the Trustee with printed certificates
for the Exchange Securities or the Registrable Securities, as the case may
be, in a form eligible for deposit with the Depositary;
(m) (i) cause the Indenture to continue to be qualified under the
Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the
registration of the Exchange Securities, or Registrable Securities, as the
case may be and cooperate with the Trustee and the Holders to effect such
changes to the Indenture as may be required for the Indenture to continue
to be so qualified in accordance with the terms of the TIA and (ii)
execute, and use its best efforts to cause the Trustee to execute, all
documents as may be required to effect such changes, and all other forms
and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;
(n) in the case of a Shelf Registration, enter into agreements
(including underwriting agreements) and take all other customary and
appropriate actions (including those reasonably requested by the Majority
Holders) in order to facilitate the disposition
14
<PAGE>
of such Registrable Securities and in such connection whether or not an
underwriting agreement is entered into and whether or not the registration
is an underwritten registration:
(i) make such representations and warranties to the Holders of
such Registrable Securities and the underwriters, if any, in form,
substance and scope as are customarily made by issuers to underwriters
in similar underwritten offerings as may be reasonably requested by
them;
(ii) obtain customary opinions of counsel to the Company and
updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the managing
underwriters, if any, and the holders of a majority in principal
amount of the Registrable Securities being sold) addressed to each
selling Holder and the underwriters, if any, covering the matters
customarily covered in opinions requested in sales of securities or
underwritten offerings and such other matters as may be reasonably
requested by such Holders and underwriters;
(iii) obtain "cold comfort" letters and updates thereof from the
Company's independent certified public accountants addressed to the
underwriters, if any, and will use best efforts to have such letters
addressed to the selling Holders of Registrable Securities, such
letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters to underwriters in
connection with similar underwritten offerings;
(iv) enter into a securities sales agreement with the Holders
and an agent of the Holders providing for, among other things, the
appointment of such agent for the selling Holders for the purpose of
soliciting purchases of Registrable Securities, which agreement shall
be in form, substance and scope customary for similar offerings;
(v) if an underwriting agreement is entered into, cause the
same to set forth indemnification provisions and procedures
substantially equivalent to the indemnification provisions and
procedures set forth in Section 5 hereof with respect to the
underwriters and all other parties to be indemnified pursuant to said
Section; and
(vi) deliver such other documents and certificates as may be
reasonably requested and as are customarily delivered in similar
offerings.
The above shall be done at (i) the effectiveness of such Registration
Statement (and, if appropriate, each post-effective amendment thereto) and
(ii) each closing under any underwriting or similar agreement as and to the
extent required thereunder. In the case
15
<PAGE>
of any underwritten offering, the Company shall provide written notice to
the Holders of all Registrable Securities of such underwritten offering at
least 30 days prior to the filing of a prospectus supplement for such
underwritten offering. Such notice shall (x) offer each such Holder the
right to participate in such underwritten offering, (y) specify a date,
which shall be no earlier than 10 days following the date of such notice,
by which such Holder must inform the Company of its intent to participate
in such underwritten offering and (z) include the instructions such Holder
must following in order to participate in such underwritten offering;
(o) in the case of a Shelf Registration and subject to the prior
receipt by the Company of undertakings to preserve the confidentiality of
any information disclosed by the Company pursuant hereto in form and
substance reasonably satisfactory to the Company, make reasonably available
for inspection by representatives of the Holders of the Registrable
Securities and any underwriters participating in any disposition pursuant
to a Shelf Registration Statement and any counsel or accountant retained by
such Holders or underwriters, all reasonably requested and relevant
financial and other records, pertinent corporate documents and properties
of the Company reasonably requested by any such persons, and cause the
respective officers, directors and employees and any other agents of the
Company to supply all relevant information reasonably requested by any such
representative, underwriter, special counsel or accountant in connection
with a Registration Statement;
(p) (i) a reasonable time prior to the filing of any Exchange Offer
Registration Statement, any Prospectus forming a part thereof, any
amendment to an Exchange Offer Registration Statement or amendment or
supplement to a Prospectus, provide copies of such document to the Initial
Purchasers, and use its reasonable best efforts to reflect such changes in
any such document prior to the filing thereof as Merrill Lynch or counsel
for the Initial Purchasers may reasonably request; (ii) in the case of a
Shelf Registration, a reasonable time prior to filing any Shelf
Registration Statement, any Prospectus forming a part thereof, any
amendment to such Shelf Registration Statement or amendment or supplement
to such Prospectus, provide copies of such document to the Holders of
Registrable Securities, to Merrill Lynch, to counsel on behalf of the
Holders and to the underwriter or underwriters of an underwritten offering
of Registrable Securities, if any, and use its reasonable best efforts to
reflect such changes in any such document prior to the filing thereof as
the Holders of Registrable Securities, Merrill Lynch on behalf of such
Holders, their counsel and any underwriter may reasonably request within a
reasonable period following of their receipt of such document; and (iii)
cause the representatives of the Company to be available for discussion of
such document as shall be reasonably requested by the Holders of
Registrable Securities, Merrill Lynch on behalf of such Holders or any
underwriter and shall not at any time make any filing of any such document
of which such Holders, Merrill Lynch on behalf of such Holders, their
counsel or any underwriter shall not have previously been advised and
furnished a copy or to
16
<PAGE>
which such Holders, Merrill Lynch on behalf of such Holders, their counsel
or any underwriter shall reasonably object;
(q) in the case of a Shelf Registration, use its best efforts to
cause the Registrable Securities to be rated with the appropriate rating
agencies, if so requested by the Majority Holders or by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any,
unless the Registrable Securities are already so rated;
(r) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC and make available to its security
holders, as soon as reasonably practicable after the effective date of the
applicable Registration Statement, an earnings statement covering at least
12 months which shall satisfy the provisions of Section 11(a) of the 1933
Act and Rule 158 thereunder; and
(s) cooperate and assist in any filings required to be made with the
NASD and in the performance of any due diligence investigation by any
underwriter and its counsel, subject to the prior receipt by the Company of
undertakings to preserve the confidentiality of any information disclosed
by the Company pursuant hereto in form and substance reasonably
satisfactory to the Company.
In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.
In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event or the
discovery of any facts, each of the kind described in Section 3(e)(ii)-(vi)
hereof, such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to such Shelf Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(k) hereof or until it is advised in writing by the Company that the
use of the Prospectus may be resumed, and, if so directed by the Company, such
Holder will deliver to the Company (at such Holder's expense) all copies in its
possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Registrable Securities current at the time of
receipt of such notice. If the Company shall give any such notice to suspend the
disposition of Registrable Securities pursuant to a Shelf Registration Statement
as a result of the happening of any event or the discovery of any facts, each of
the kind described in Section 3(e)(vi) hereof, the Company shall be deemed to
have used its best efforts to keep the Shelf Registration Statement effective
during such period of suspension provided that the Company shall use its best
efforts to file and have declared effective (if an amendment) as soon as
practicable an amendment or supplement to the Shelf Registration Statement and
shall extend the period during which the Registration Statement shall be
maintained effective pursuant to this Agreement by the number of
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<PAGE>
days during the period from and including the date of the giving of such notice
to and including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions.
4. Underwritten Registrations. If any of the Registrable Securities
--------------------------
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Majority Holders of such Registrable
Securities included in such offering and shall be reasonably acceptable to the
Company.
No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.
5. Indemnification and Contribution.
--------------------------------
(a) The Company shall indemnify and hold harmless each Initial
Purchaser, each Holder, including Participating Broker-Dealers, each underwriter
who participates in an offering of Registrable Securities, their respective
affiliates, their respective directors, officers and employees and each Person,
if any, who controls any of such parties within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act as follows:
(i) against any and all losses, liabilities, claims, damages
and expenses whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment thereto) pursuant to
which Exchange Securities or Registrable Securities were registered
under the 1933 Act, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements
therein not misleading, or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any
Prospectus (or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading;
(ii) against any and all losses, liabilities, claims, damages
and expenses whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such
18
<PAGE>
untrue statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of
the Company; and
(iii) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel chosen by any
indemnified party), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or proceeding by
any court or governmental agency or body, commenced or threatened, or
any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (i) or (ii) of this
Section 5(a);
provided, however, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by any Initial
Purchaser, any Holder, including Participating Broker-Dealers or any underwriter
expressly for use in the Registration Statement (or any amendment thereto) or
the Prospectus (or any amendment or supplement thereto). The foregoing
indemnification with respect to any Preliminary Prospectus or any Prospectus
shall not inure to the benefit of any indemnified party from whom the person
asserting any such losses, claims, damages or liabilities purchased Registrable
Securities or Exchange Securities (or any person controlling such indemnified
party) if a copy of the Prospectus (as then amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) was not sent
or given by or on behalf of such indemnified party to such person, at or prior
to the written confirmation of the sale of such Registrable Securities or
Exchange Securities to such person and if the Prospectus (as so amended or
supplemented), would have cured the untrue statement or omission or alleged
untrue statement or omission giving rise to such loss, claim, damage or
liability.
(b) In the case of a Shelf Registration, each Holder agrees,
severally and not jointly, to indemnify and hold harmless the Company, each
Initial Purchaser, each underwriter who participates in an offering of
Registrable Securities and the other selling Holders and each of their
respective affiliates, directors, officers (including each officer of the
Company who signed the Registration Statement) and employees and each Person, if
any, who controls the Company, any Initial Purchaser, any underwriter or any
other selling Holder within the meaning of Section 15 of the 1933 Act, against
any and all losses, liabilities, claims, damages and expenses described in the
indemnity contained in Section 5(a) hereof, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such Holder, as the case may be,
expressly for use in the Registration Statement (or any amendment thereto), or
the Prospectus (or any amendment or supplement thereto); provided, however, that
no such Holder shall be liable for any claims hereunder in excess of the amount
of
19
<PAGE>
net proceeds received by such Holder from the sale of Registrable Securities
pursuant to such Shelf Registration Statement.
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it may
have other than on account of this indemnity agreement. An indemnifying party
may participate at its own expense in the defense of such action. In no event
shall the indemnifying party or parties be liable for the fees and expenses of
more than one counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances.
(d) In order to provide for just and equitable contribution in
circumstances in which any of the indemnity provisions set forth in this Section
5 are for any reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, the Company, the Initial
Purchasers and the Holders shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity agreement incurred by the Company, the Initial Purchasers and the
Holders, as incurred, provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any Person that was not guilty of such fraudulent
misrepresentation. As between the Company, the Initial Purchasers and the
Holders, such parties shall contribute to such aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement in such proportion as shall be appropriate to reflect (i) the relative
benefits received by the Company on the one hand, the Initial Purchasers on
another hand, and the Holders on another hand, from the offering of the Exchange
Securities or Registrable Securities included in such offering, and (ii) the
relative fault of the Company on the one hand, the Initial Purchasers on
another hand, and the Holders on another hand, with respect to the statements or
omissions which resulted in such loss, liability, claim, damage or expense, or
action in respect thereof, as well as any other relevant equitable
considerations. The Company, the Initial Purchasers and the Holders of the
Registrable Securities agree that it would not be just and equitable if
contribution pursuant to this Section 5 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the relevant equitable considerations. For purposes of this Section 5, each
affiliate of an Initial Purchaser or a Holder, and each director, officer,
employee, agent and Person, if any, who controls an Initial Purchaser or a
Holder or such affiliate within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contributions as such
Initial Purchaser or such Holder, and each director of the Company, each officer
of the Company who signed the Registration Statement, and each Person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as the
Company. The parties hereto agree that any underwriting discount or commission
or reimbursement of fees paid to an Initial Purchaser pursuant to the Purchase
Agreement shall not be deemed to be a benefit received by that Initial Purchaser
in connection with the offering of the Exchange Securities or Registrable
Securities included in such offering.
20
<PAGE>
6. Miscellaneous.
-------------
(a) Rule 144 and Rule 144A. For so long as the Company is subject to
----------------------
the reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder, and that if it ceases to be so
required to file such reports, it will upon the request of any Holder of
Registrable Securities (i) make publicly available such information as is
necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver
such information to a prospective purchaser as is necessary to permit sales
pursuant to Rule 144A under the 1933 Act, and (iii) take such further action
that is reasonable in the circumstances, in each case, to the extent required
from time to time to enable such Holder to sell its Registrable Securities
without registration under the 1933 Act within the limitation of the exemptions
provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from
time to time, (y) Rule 144A under the 1993 Act, as such Rule may be amended from
time to time, or (z) any similar rule or regulation hereafter adopted by the
SEC. Upon the request of any Holder of Registrable Securities, the Company will
deliver to such Holder a written statement as to whether it has complied with
such requirements.
(b) No Inconsistent Agreements. The Company has not entered, and
--------------------------
will not on or after the date of this Agreement enter, into any agreement which
is inconsistent with the rights granted to the Holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.
(c) Amendments and Waivers. The provisions of this Agreement,
----------------------
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or departure; provided, however, that no amendment, modification,
supplement or waiver or consent to any departure from the provisions of Section
5 hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder.
(d) Notices. All notices and other communications provided for or
-------
permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, telex, telecopier, or any courier guaranteeing overnight delivery
(i) if to a Holder, at the most current address given by such Holder to the
Company by means of a notice given in accordance with the provisions of this
Section 6(d), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(d).
21
<PAGE>
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, first class postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.
Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee, at the
address specified in the Indenture.
(e) Successors and Assigns. This Agreement shall inure to the
-----------------------
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Registrable Securities,
in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities, such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.
(f) Third Party Beneficiaries. The Holders shall be third party
-------------------------
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and Merrill Lynch shall
have the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.
(g) Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(h) Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.
(i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
-------------
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(j) Severability. In the event that any one or more of the
------------
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable,
22
<PAGE>
the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be affected
or impaired thereby.
23
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
THOMAS & BETTS CORPORATION
By: /s/ Fred R. Jones
--------------------------------------
Fred R. Jones
Vice President - Finance and Treasurer
Confirmed and accepted as of
the date first above written:
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. MORGAN SECURITIES INC.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ R. David Faber
---------------------------
Name: R. David Faber
Title: Managing Director
For themselves and as representatives of the
other Initial Purchasers named in Schedule
I to the Purchase Agreement
24
<PAGE>
EXHIBIT 4.3
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS GLOBAL NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES HEREINAFTER DESCRIBED AND, UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY (AS DEFINED BELOW)
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THE NOTE EVIDENCED HEREBY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A
U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THE NOTE EVIDENCED HEREBY BY ITS ACCEPTANCE HEREOF AGREES THAT IT
WILL OFFER, SELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY PRIOR TO THE
DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE
LATER OF JANUARY 30, 1996 AND THE LAST DATE ON WHICH THE COMPANY OR ANY
"AFFILIATE" OF THE COMPANY WAS THE OWNER OF THE NOTE EVIDENCED HEREBY (OR ANY
PREDECESSOR OF THIS NOTE) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1),
(2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS NOTE
FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
UNDER THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR
TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D), (E), OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF APPLICABLE, THE
TRANSFEREE TO THE TRUSTEE. SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
THE HOLDER OF THIS NOTE IS ENTITLED TO THE BENEFITS OF THE REGISTRATION RIGHTS
AGREEMENT REFERRED TO BELOW AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.
<PAGE>
No. 1 $150,000,000.00
CUSIP No. 884315AC6
THOMAS & BETTS CORPORATION
6-1/2% Notes due 2006
Thomas & Betts Corporation, a corporation duly organized and existing under
the laws of the State of New Jersey (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of One Hundred Fifty Million Dollars ($150,000,000.00) on
January 15, 2006 and to pay interest thereon from January 30, 1996, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on January 15 and July 15 in each year, commencing
July 15, 1996, at the rate per annum provided in the title hereof, until the
principal hereof is paid or made available for payment. Interest on this Note
shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the December 31 or June 30 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated as of January 30, 1996 among the Company and the Initial
Purchasers named therein (as the same may be amended from time to time, the
"Registration Rights Agreement"). In the event that either (a) the Exchange
Offer Registration Statement (as such term is defined in the Registration Rights
Agreement) is not filed with the Securities and Exchange Commission (the
"Commission") on or prior to the 45th day following January 30, 1996 (the
"Original Issue Date"), (b) the Exchange Offer Registration Statement has not
been declared effective by the Commission on or prior to the 150th day following
the Original Issue Date or (c) the Exchange Offer (as such term is defined in
the Registration Rights Agreement) is not consummated on or prior to the 180th
day following the Original Issue Date, the interest rate borne by this Note
shall be increased by .50% per annum following such 45th day in the case of
clause (a) above, following such 150th day in the case of clause (b) above or
following such 180th day in the case of clause (c) above; provided, that the
aggregate amount of any such increase in the interest rate on this Note pursuant
to the foregoing provisions shall in no event exceed .50% per annum; and
provided, further, that if the Exchange Offer Registration Statement is not
declared effective by the Commission on or prior to the 150th day following the
Original Issue Date, then if this Note is owned by a Person (as defined in the
Registration Rights Agreement) who does not comply in all material respects with
its obligations under the penultimate paragraph of Section 3 of the Registration
Rights Agreement, this Note will not be entitled to any such increase in the
interest rate for any day after the 180th day following the Original Issue Date.
Upon (x) the filing of the Exchange Offer Registration Statement after the 45th
day described in clause (a) above, (y) the effectiveness of the Exchange Offer
Registration Statement after the 150th day described in clause (b) above, or (z)
the consummation of the Exchange Offer after the 180th day described in clause
(c) above, the interest rate borne by this Note from the date of such filing,
effectiveness or consummation, as the case may be, will be reduced to 6-1/2% per
annum. The Company shall promptly provide the Trustee with notice of any change
in the interest rate borne by this Note.
Payment of the principal of and the interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment to DTC or any
successor depositary may be made by wire transfer to the account designated by
DTC or such successor depositary in writing.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
2
<PAGE>
No. 2 $0.00
CUSIP No. 884315AD4
THOMAS & BETTS CORPORATION
6-1/2% Notes due 2006
Thomas & Betts Corporation, a corporation duly organized and existing under
the laws of the State of New Jersey (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Zero Dollars ($0.00) on January 15, 2006 and to pay
interest thereon from January 30, 1996, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
January 15 and July 15 in each year, commencing July 15, 1996, at the rate per
annum provided in the title hereof, until the principal hereof is paid or made
available for payment. Interest on this Note shall be calculated on the basis
of a 360-day year consisting of twelve 30-day months. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the December 31 or
June 30 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes of this series not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated as of January 30, 1996 among the Company and the Initial
Purchasers named therein (as the same may be amended from time to time, the
"Registration Rights Agreement"). In the event that either (a) the Exchange
Offer Registration Statement (as such term is defined in the Registration Rights
Agreement) is not filed with the Securities and Exchange Commission (the
"Commission") on or prior to the 45th day following January 30, 1996 (the
"Original Issue Date"), (b) the Exchange Offer Registration Statement has not
been declared effective by the Commission on or prior to the 150th day following
the Original Issue Date or (c) the Exchange Offer (as such term is defined in
the Registration Rights Agreement) is not consummated on or prior to the 180th
day following the Original Issue Date, the interest rate borne by this Note
shall be increased by .50% per annum following such 45th day in the case of
clause (a) above, following such 150th day in the case of clause (b) above or
following such 180th day in the case of clause (c) above; provided, that the
aggregate amount of any such increase in the interest rate on this Note pursuant
to the foregoing provisions shall in no event exceed .50% per annum; and
provided, further, that if the Exchange Offer Registration Statement is not
declared effective by the Commission on or prior to the 150th day following the
Original Issue Date, then if this Note is owned by a Person (as defined in the
Registration Rights Agreement) who does not comply in all material respects with
its obligations under the penultimate paragraph of Section 3 of the Registration
Rights Agreement, this Note will not be entitled to any such increase in the
interest rate for any day after the 180th day following the Original Issue Date.
Upon (x) the filing of the Exchange Offer Registration Statement after the 45th
day described in clause (a) above, (y) the effectiveness of the Exchange Offer
Registration Statement after the 150th day described in clause (b) above, or (z)
the consummation of the Exchange Offer after the 180th day described in clause
(c) above, the interest rate borne by this Note from the date of such filing,
effectiveness or consummation, as the case may be, will be reduced to 6-1/2% per
annum. The Company shall promptly provide the Trustee with notice of any change
in the interest rate borne by this Note.
Payment of the principal of and the interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment to DTC or any
successor depositary may be made by wire transfer to the account designated by
DTC or such successor depositary in writing.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
2
<PAGE>
No. 3 $0.00
CUSIP No. U88469AA6
ISIN No. USU88469AA67
THOMAS & BETTS CORPORATION
6-1/2% Notes due 2006
Thomas & Betts Corporation, a corporation duly organized and existing under
the laws of the State of New Jersey (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Zero Dollars ($0.00) on January 15, 2006 and to pay
interest thereon from January 30, 1996, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
January 15 and July 15 in each year, commencing July 15, 1996, at the rate per
annum provided in the title hereof, until the principal hereof is paid or made
available for payment. Interest on this Note shall be calculated on the basis
of a 360-day year consisting of twelve 30-day months. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the December 31 or
June 30 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes of this series not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated as of January 30, 1996 among the Company and the Initial
Purchasers named therein (as the same may be amended from time to time, the
"Registration Rights Agreement"). In the event that either (a) the Exchange
Offer Registration Statement (as such term is defined in the Registration Rights
Agreement) is not filed with the Securities and Exchange Commission (the
"Commission") on or prior to the 45th day following January 30, 1996 (the
"Original Issue Date"), (b) the Exchange Offer Registration Statement has not
been declared effective by the Commission on or prior to the 150th day following
the Original Issue Date or (c) the Exchange Offer (as such term is defined in
the Registration Rights Agreement) is not consummated on or prior to the 180th
day following the Original Issue Date, the interest rate borne by this Note
shall be increased by .50% per annum following such 45th day in the case of
clause (a) above, following such 150th day in the case of clause (b) above or
following such 180th day in the case of clause (c) above; provided, that the
aggregate amount of any such increase in the interest rate on this Note pursuant
to the foregoing provisions shall in no event exceed .50% per annum; and
provided, further, that if the Exchange Offer Registration Statement is not
declared effective by the Commission on or prior to the 150th day following the
Original Issue Date, then if this Note is owned by a Person (as defined in the
Registration Rights Agreement) who does not comply in all material respects with
its obligations under the penultimate paragraph of Section 3 of the Registration
Rights Agreement, this Note will not be entitled to any such increase in the
interest rate for any day after the 180th day following the Original Issue Date.
Upon (x) the filing of the Exchange Offer Registration Statement after the 45th
day described in clause (a) above, (y) the effectiveness of the Exchange Offer
Registration Statement after the 150th day described in clause (b) above, or (z)
the consummation of the Exchange Offer after the 180th day described in clause
(c) above, the interest rate borne by this Note from the date of such filing,
effectiveness or consummation, as the case may be, will be reduced to 6-1/2% per
annum. The Company shall promptly provide the Trustee with notice of any change
in the interest rate borne by this Note.
Payment of the principal of and the interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment to DTC or any
successor depositary may be made by wire transfer to the account designated by
DTC or such successor depositary in writing.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
2
<PAGE>
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: January 30, 1996 THOMAS & BETTS CORPORATION
[Seal]
By: _____________________________________
Chairman of the Board
and Chief Executive Officer
By: _____________________________________
Vice President - Finance and Treasurer
3
<PAGE>
THOMAS & BETTS CORPORATION
6-1/2% Notes due 2006
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes") issued and to be issued in one or more series under
an Indenture, dated as of January 15, 1992 (herein called, together with all
indentures supplemental thereto, the "Indenture") between the Company and First
Trust of New York, National Association, as Trustee (successor trustee to Morgan
Guaranty Trust Company of New York) (herein called the "Trustee", which term
includes any successor trustee under the Indenture with respect to Notes), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof, limited
(subject to exceptions provided in the Indenture) to the aggregate principal
amount specified in the Officers' Certificate dated January 30, 1996
establishing the terms of the Notes pursuant to the Indenture.
This Note is not subject to redemption prior to maturity.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of the Notes and (b) certain restrictive covenants upon compliance
by the Company with certain conditions set forth therein.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected (each voting as a class). The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Notes of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note,
at the times, place and rate, and in the coin or currency, herein prescribed and
in the Officer's Certificate dated January 30, 1996 establishing the terms of
the Notes.
This Note shall be exchangeable for Notes registered in the names of
Persons other than DTC or its nominee, or a successor depositary with respect to
the Notes or its nominee, only as provided in this paragraph. This Note shall be
so exchangeable if (x) DTC or a successor depositary notifies the Company that
it is unwilling or unable to continue as depositary for the Notes or at any time
ceases to be a clearing agency registered as such under the Securities Exchange
Act of 1934, (y) the Company executes and delivers to the Trustee an Officers'
Certificate providing that this Note shall be so exchangeable or (z) there shall
have occurred and be continuing an Event of Default with respect to the Notes.
Notes so issued in exchange for this Global Note shall be of the same series,
having the same interest rate and maturity and having the same terms as this
Global Note, in authorized denominations and in the aggregate having the same
principal amount as this Global Note and registered in such names as DTC or such
successor depositary for this Global Note shall direct.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of a Note of the series of which this Note is a part is
registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place
where the principal of and interest on this Note are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes the series of which this Note is a part are issuable only in
registered form without coupons in the denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and in the Officers' Certificate
dated January 30, 1996 establishing the terms of the Notes, and subject to
certain limitations set forth in the Indenture, such Officers' Certificate and
in this Note, the Notes are exchangeable for a like aggregate principal amount
of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated
herein and referred to in the within-mentioned Indenture.
4
<PAGE>
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
as Trustee
By: _____________________________________
Authorized Officer
5
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--_______Custodian_______
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN --as joint tenants with Under Uniform Gifts to Minors
right of survivorship Act________________________
and not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
______________________________________
FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------------------------------------
---------------------------------------------------------------------
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
_______________________________________________________________________ Attorney
to transfer said Note on the books of the Company with full power of
substitution in the premises.
Dated:__________________________________________________________________________
Notice: The signature to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular,
without alteration or enlargement or any change whatever.
<PAGE>
- --------------------------------------------------------------------------------
CERTIFICATE OF TRANSFER
In connection with any transfer of this Note occurring prior to the date
that is three years after the later of January 30, 1996 and the last date on
which this Note (or any Predecessor Security) was owned by the Company or any
affiliate of the Company, the undersigned confirms that this Note is being
transferred:
CHECK ONE BOX BELOW
[_] (a) as long as this Note is [_] (c) to an institutional "accredited
eligible for resale pursuant investor" (as defined in Rule
to Rule 144A under the 501(a)(1), (2), (3) or (7) under
Securities Act of 1933, as the Securities Act of 1933, as
amended, to a person the amended) that has furnished to
undersigned reasonably the Trustee a signed letter
believes is a "qualified containing certain representations
institutional buyer" and agreements (the form of which
(a "QIB") as defined in such letter can be obtained from the
Rule 144A that purchases for Trustee); or
its own account or for the
account of a QIB to whom
notice is given that the [_] (d) to the Company.
transfer is being made in
reliance on such Rule 144A;
[_] (b) pursuant to offers and
sales to non-U.S. persons
that occur outside of the
United States within the
meaning of Regulation S under
the Securities Act of 1933, as
amended;
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee under the Indenture by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefits under
the Indenture or be valid or obligatory for any purpose.
Dated:_____________________________ ____________________________________
SIGNATURE
Signature Guaranteed:
___________________________________ ____________________________________
SIGNATURE
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is acquiring this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it or any such account, as the case may be, is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Dated:_____________________________ ____________________________________
NOTICE: To be executed by an
executive officer
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT 4.4
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS GLOBAL NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES HEREINAFTER DESCRIBED AND, UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY (AS DEFINED BELOW)
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. $
CUSIP No.
THOMAS & BETTS CORPORATION
6-1/2% Notes due 2006
Thomas & Betts Corporation, a corporation duly organized and existing under
the laws of the State of New Jersey (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Dollars ($ ) on
January 15, 2006 and to pay interest thereon from the later of January 30, 1996,
or the most recent Interest Payment Date to which interest has been paid or duly
provided for with respect to this Note, or with respect to the Company's 6-1/2%
Notes due 2006 that were not registered with the Securities and Exchange
Commission and that are exchangeable for this Note, semi-annually on January 15
and July 15 in each year, commencing __________, 1996, at the rate per annum
provided in the title hereof, until the principal hereof is paid or made
available for payment. Interest on this Note shall be calculated on the basis of
a 360-day year consisting of twelve 30-day months. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Old Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be the December 31 or June 30
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may be paid to the Person in whose name this Note (or one or more Old Notes)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of and the interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment to DTC or any
successor depositary may be made by wire transfer to the account designated by
DTC or such successor depositary in writing.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
<PAGE>
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: , 1996 THOMAS & BETTS CORPORATION
[Seal]
By: _____________________________________
Chairman of the Board
and Chief Executive Officer
By: _____________________________________
Vice President - Finance and Treasurer
2
<PAGE>
THOMAS & BETTS CORPORATION
6-1/2% Notes due 2006
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes") issued and to be issued in one or more series under
an Indenture, dated as of January 15, 1992 (herein called, together with all
indentures supplemental thereto, the "Indenture") between the Company and First
Trust of New York, National Association, as Trustee (successor trustee to Morgan
Guaranty Trust Company of New York) (herein called the "Trustee", which term
includes any successor trustee under the Indenture with respect to Notes), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof, limited
(subject to exceptions provided in the Indenture) to the aggregate principal
amount specified in the Officers' Certificate dated January 30, 1996
establishing the terms of the Notes pursuant to the Indenture.
This Note is not subject to redemption prior to maturity.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of the Notes and (b) certain restrictive covenants upon compliance
by the Company with certain conditions set forth therein.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected (each voting as a class). The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Notes of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note,
at the times, place and rate, and in the coin or currency, herein prescribed and
in the Officer's Certificate dated January 30, 1996 establishing the terms of
the Notes.
This Note shall be exchangeable for Notes registered in the names of
Persons other than DTC or its nominee, or a successor depositary with respect to
the Notes or its nominee, only as provided in this paragraph. This Note shall be
so exchangeable if (x) DTC or a successor depositary notifies the Company that
it is unwilling or unable to continue as depositary for the Notes or at any time
ceases to be a clearing agency registered as such under the Securities Exchange
Act of 1934, as amended, (y) the Company executes and delivers to the Trustee an
Officers' Certificate providing that this Note shall be so exchangeable or (z)
there shall have occurred and be continuing an Event of Default with respect to
the Notes. Notes so issued in exchange for this Global Note shall be of the same
series, having the same interest rate and maturity and having the same terms as
this Global Note, in authorized denominations and in the aggregate having the
same principal amount as this Global Note and registered in such names as DTC or
such successor depositary for this Global Note shall direct.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of a Note of the series of which this Note is a part is
registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place
where the principal of and interest on this Note are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes the series of which this Note is a part are issuable only in
registered form without coupons in denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and in the Officers' Certificate
dated January 30, 1996 establishing the terms of the Notes, and subject to
certain limitations set forth in the Indenture, such Officers' Certificate and
in this Note, the Notes are exchangeable for a like aggregate principal amount
of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated
herein and referred to in the within-mentioned Indenture.
3
<PAGE>
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
as Trustee
By: ______________________________________
Authorized Officer
4
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--______Custodian______
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN --as joint tenants with Under Uniform Gifts to Minors
right of survivorship Act_________________________
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list.
______________________________________
FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
-------------------------------------------------------------------
-------------------------------------------------------------------
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
_______________________________________________________________________ Attorney
to transfer said Note on the books of the Company with full power of
substitution in the premises.
Dated:__________________________________________________________________________
Notice: The signature to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular,
without alteration or enlargement or any change whatever.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF ANDREWS & KURTH L.L.P.]
February 9, 1996
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
Dear Sirs:
We have acted as special counsel for Thomas & Betts Corporation (the
"Company"), a New Jersey corporation, in connection with the preparation and
filing with the Securities and Exchange Commission, of a registration statement
on Form S-4 (the "Registration Statement") in connection with the proposed
issuance of up to $150,000,000 aggregate principal amount of the Company's 6
1/2% Notes due 2006 (the "Notes") registered under the Securities Act of 1933,
as amended, in exchange for up to $150,000,000 aggregate principal amount of the
Company's outstanding 6 1/2% Notes due 2006. The Notes are issuable under an
Indenture, dated as of January 15, 1992 (the "Indenture"), between the Company
and First Trust of New York, National Association, as Trustee (successor trustee
to Morgan Guaranty Trust Company of New York) (the "Trustee").
In the above capacity and for the purpose of rendering the opinion set
forth below, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of all such corporate records, agreements,
documents and other instruments of the Company, including the Indenture, and
such certificates or comparable documents of public officials and of officers
and representatives of the Company, and have made such other and further
investigations as we have deemed necessary or appropriate for the purpose of
rendering the opinion set forth below. In our examination, we have assumed,
without investigation or independent verification (i) the legal capacity of all
natural persons, (ii) the genuineness of all signatures, (iii) the authority of
all signatories, (iv) the authenticity and completeness of all documents
submitted to us as originals and (v) the conformity to authentic, original
documents of all documents submitted to us as certified, conformed or
photostatic copies. As to any other facts material to the opinions expressed
herein that have not been independently established or verified by us, we have
relied upon certificates of officers of the Company and certificates of public
officials and statements contained in the Registration Statement.
<PAGE>
Thomas & Betts Corporation
February 9, 1996
Page 2
We are qualified to practice law in the State of New York. We express
no opinion as to, and for the purposes of the opinions set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the State of New York and, to the extent expressly set
forth herein, the federal laws of the United States of America. In rendering
the opinion set forth below, we have with your permission relied without
independent investigation as to matters relating to the laws of the State of New
Jersey on the opinion of Riker, Danzig, Scherer, Hyland & Perretti, counsel to
the Company, a copy of which opinion is included in the Registration Statement
as Exhibit 5.2.
Based upon the foregoing examination, and subject to the assumptions,
limitations, qualifications and exceptions set forth herein, we are of the
opinion that, when the Notes have been executed and delivered by the Company,
authenticated by the Trustee and delivered and paid for as described in the
Prospectus included in the Registration Statement, the Notes will constitute
legal, valid and binding obligations of the Company, entitled to the benefits
of, and subject to the provisions of, the Indenture, except to the extent that
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).
To the extent relevant to the opinions set forth above, we have
assumed that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture and is
qualified and eligible under the terms of the Indenture to act as trustee
thereunder; that the Indenture was duly authorized, executed and delivered by
the original trustee named therein; that the Trustee has been duly appointed as
successor Trustee under the Indenture and has duly authorized, executed and
delivered an instrument accepting such appointment, all in accordance with the
provisions of the Indenture; that the Indenture is a valid and binding
obligation of the Trustee; that the Trustee is in compliance, generally with
respect to acting as a trustee under the Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
<PAGE>
EXHIBIT 5.2
[Letterhead of RIKER, DANZIG, SCHERER, HYLAND & PERRETTI]
February 12, 1996
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
Dear Sirs:
We have acted as counsel for Thomas & Betts Corporation (the "Company"), a
New Jersey corporation, in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a registration statement on Form S-4 (the "Registration Statement") in
connection with the proposed issuance of up to $150,000,000 aggregate principal
amount of the Company's 6 1/2% Notes due 2006 (the "Notes") registered under the
Securities Act in exchange for up to $150,000,000 aggregate principal amount of
the Company's outstanding 6 1/2% Notes due 2006. The Notes are issuable under an
Indenture, dated as of January 15, 1992 (the "Indenture") between the Company
and First Trust of New York, National Association, as Trustee (successor trustee
to Morgan Guaranty Trust Company of New York) (the "Trustee").
In rendering the opinions 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, that the form of
the Securities will conform to the form of the Security included in the
Indenture, 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 various question of fact material
<PAGE>
Thomas & Betts Corporation
February 12, 1996
Page 2
to such opinion we have, when relevant facts were not independently established,
relied upon certificates of officers of the Company and other appropriate
persons and statements contained in the Registration Statement.
Based on the foregoing, and having regard to legal considerations we deem
relevant, we are of the opinion that:
1. The execution and delivery of the Indenture and Notes have been duly
authorized by all necessary actions of the Company.
2. When the Notes have been duly executed and delivered by the Company and
when the Notes have been authenticated by the Trustee and delivered and paid for
as described in the Prospectus included in the Registration Statement, the Notes
will constitute legal, valid and binding obligations of the Company, entitled to
the benefits of, and subject to the provisions of, the Indenture, except to the
extent that enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting enforcement of creditors' rights generally, and except
as enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).
In giving the foregoing opinions we have with your permission relied
without independent investigation as to matters relating to the laws of the
State of New York on the opinion of Andrews & Kurth L.L.P., special counsel to
the Company, a copy of which opinion is included in the Registration Statement
as Exhibit 5.1. Except insofar as we have relied on such opinion, we express no
opinion other than as to the federal laws of the United States of America and
the law of the State of New Jersey.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Riker, Danzig, Scherer, Hyland & Perretti
<PAGE>
EXHIBIT 12
THOMAS & BETTS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
-------------------------------------------------- ------------------------------------
HISTORICAL PRO FORMA(1) HISTORICAL PRO FORMA(1)
------------------------------------- ------------ ----------------------- ------------
DECEMBER 31, JANUARY 2, JANUARY 1, JANUARY 1, OCTOBER 2, OCTOBER 1, OCTOBER 1,
1992 1994 1995 1995 1994 1995 1995
------------ ---------- ----------- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings (loss) from $ 52,983 $ 59,942 $ 494 $ 6,077 $ (17,679) $ 83,472 $ 92,360
continuing operations
before income taxes
Add:
Interest on indebtedness 33,405 30,247 26,852 41,188 20,499 20,432 31,184
Amortization of debt
expense 2,538 1,062 1,133 1,297 810 1,007 1,130
Portion of rents
representative of the
interest factor 6,515 7,011 7,377 7,693 3,925 5,514 5,799
Deduct undistributed
earnings from less than
50 percent owned persons -- -- (1,863) (5,463) -- (1,980) (4,580)
------------ ---------- ----------- ------------ ----------- ---------- ------------
Earnings as adjusted $ 95,441 $ 98,262 $ 33,993 $ 50,792 $ 7,555 $ 108,445 $ 125,893
============ ========== =========== ============ =========== ========== ============
Fixed charges:
Interest on indebtedness $ 33,405 $ 30,247 $ 26,852 $ 41,188 $ 20,449 $ 20,432 $ 31,184
Amortization of debt
expense 2,538 1,062 1,133 1,297 810 1,007 1,130
Portion of rents
representative of the
interest factor 6,515 7,011 7,377 7,693 3,925 5,514 5,799
------------ ---------- ----------- ------------ ----------- ---------- ------------
Total fixed charges $ 42,458 $ 38,320 $ 35,362 $ 50,178 $ 25,184 $ 26,953 $ 38,113
============ ========== =========== ============ =========== ========== ============
Ratio of earnings to fixed
charges /(2)/ 2.2x 2.6x 0.96x 1.0x 0.3x 4.0x 3.3x
</TABLE>
____________________________
(1) The pro forma ratios of earnings to fixed charges give effect
to (i) the acquisition by the Company of Amerace Corporation and the debt
incurred therewith and (ii) the sale of $150 million of the Notes. The
pro forma ratios of earnings to fixed charges contained herein differs
from those contained in the Company's Current Report on Form 8-K/A dated
January 22, 1996, because they give effect to the refinancing of a
portion of the indebtedness under the Company's revolving credit facility
with the net proceeds from the sale of the Old Notes at an interest rate
of 6 1/2%. The interest rate utilized for the purpose of calculating pro
forma interest expense on the revolving credit facility was 6.125%. The
exchange of the New Notes for the Old Notes will have no effect on the
ratio of earnings to fixed charges of the Company.
(2) The ratio of earnings to fixed charges represents the number of times
fixed charges are covered by earnings. For purposes of computing this
ratio, earnings consist of earnings from continuing operations before
income taxes, plus fixed charges and less undistributed earnings from
less than 50 percent owned persons. Fixed charges consist of interest
expense and such portion of rental expense which the Company estimates to
be representative of the interest factor attributable to such rental
expense. The Company's ratios for the year ended January 1, 1995 and the
nine months ended October 2, 1994 were 0.96x and 0.3x, both on an
historical basis, inadequate to cover fixed charges by $1.4 million and
$17.6 million, respectively. This inadequacy was largely due to a
provision for restructured operations of $79.0 million provided in the
third quarter of that year.
<PAGE>
EXHIBIT 23.3
ACCOUNTANTS' CONSENT
The Board of Directors
Thomas & Betts Corporation:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Memphis, Tennessee
February __, 1996
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
incorporated by reference and to all references to our Firm included in or made
a part of this Prospectus. It should be noted that we have not audited any
financial statements of the company subsequent to December 31, 1994 or performed
any audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN, LLP
Chicago, Illinois
February 12, 1996
<PAGE>
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
---------------
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
---------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
---------------
FOR INFORMATION, CONTACT:
Dennis Calabrese, President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2502
---------------
THOMAS & BETTS CORPORATION
(Exact name of obligor as specified in its charter)
New Jersey 22-1326940
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
(Address of principal executive offices) (Zip Code)
---------------
SENIOR DEBT SECURITIES
<PAGE>
Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising authority to
which it is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. LIST OF EXHIBITS.
Exhibit 1. Articles of Association of First Trust of New York,
National Association, incorporated herein by reference
to Exhibit 1 of Form T-1, Registration No. 33-83774.
Exhibit 2. Certificate of Authority to Commence Business for First
Trust of New York, National Association, incorporated
herein by reference to Exhibit 2 of Form T-1,
Registration No. 33-83774.
Exhibit 3. Authorization of the Trustee to exercise corporate trust
powers for First Trust of New York, National
Association, incorporated herein by reference to Exhibit
3 of Form T-1, Registration No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York, National
Association, Incorporated herein by reference to Exhibit
4 of Form T-1, Registration No. 33-55851.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National
Association, required by Section 321(b) of the Act,
incorporated herein by reference to Exhibit 6 of Form
T-1, Registration No. 33-83774.
Exhibit 7. Report of Condition of First Trust of New York, National
Association, as of the close of business on September
30, 1995, published pursuant to law or the requirements
of its supervising or examining authority.
<PAGE>
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
as amended, the trustee, First Trust of New York, National Association, a
national banking association organized and existing under the laws of the
United States, has duly caused this statement of eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized, all in The
City of New York, and State of New York, on the 6th day of February, 1996.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/ David K. Leverich
------------------------------------------
David K. Leverich
Vice President
<PAGE>
Exhibit 7
---------
FIRST TRUST OF NEW YORK, N. A.
STATEMENT OF FINANCIAL CONDITION
AS OF 9/30/95
($000'S)
<TABLE>
<CAPTION>
9/30/95
--------
<S> <C>
ASSETS
Cash and Due From Depository Institutions $ 24,941
Federal Reserve Stock 3,150
Fixed Assets 766
Intangible Assets 68,445
Other Assets 7,138
--------
TOTAL ASSETS $104,440
========
LIABILITIES
Other Liabilities 1,134
--------
TOTAL LIABILITIES 1,134
EQUITY
Common and Preferred Stock 1,000
Surplus 104,000
Undivided Profits (1,733)
--------
TOTAL EQUITY CAPITAL 103,267
TOTAL LIABILITIES AND EQUITY CAPITAL $104,440
========
</TABLE>
================================================================================
To the best of the undersigned's determination, as of this date the above
financial information
is true and correct.
First Trust of New York, N. A.
By: /s/ David K. Leverich
---------------------------
Vice President
Date: February 6, 1996
<PAGE>
EXHIBIT 99.1
LETTER OF TRANSMITTAL
THOMAS & BETTS CORPORATION
OFFER TO EXCHANGE ITS
6 1/2% NOTES DUE 2006
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
6 1/2% NOTES DUE 2006
PURSUANT TO THE PROSPECTUS
DATED , 1996
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 1996, UNLESS THE OFFER IS EXTENDED.
The Exchange Agent for the Exchange Offer is:
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
By Mail: By Overnight Delivery or Hand:
First Trust National Association First Trust of New York, National Association
P.O. Box 64485 100 Wall Street
St. Paul, Minnesota 55164-9549 New York, New York 10005
Attn: Specialized Finance Attn: Patsy Poole
To Confirm by Telephone or for Information:
(612) 244-1197
Attn: Phyliss Meath
Facsimile Transmissions:
(612) 244-1145
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Old Notes (as
defined below) either if Old Notes are to be forwarded herewith or if tenders
of Old Notes are to be made by book-entry transfer to an account maintained by
First Trust of New York, National Association (the "Exchange Agent") at The
Depository Trust Company ("DTC") pursuant to the procedures set forth in "The
Exchange Offer--Procedures for Tendering Old Notes" in the Prospectus.
Holders of Old Notes whose certificates (the "Certificates") for such Old
Notes are not immediately available or who cannot deliver their Certificates
and all other required documents to the Exchange Agent on or prior to the
Expiration Date (as defined in the Prospectus) or who cannot complete the
procedures for book-entry transfer on a timely basis, must tender their Old
Notes according to the guaranteed delivery procedures set forth in "The
Exchange Offer--Procedures for Tendering Old Notes" in the Prospectus. SEE
INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO
THE EXCHANGE AGENT.
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX:
- --------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES TENDERED
- --------------------------------------------------------------------------------
IF BLANK, PLEASE PRINT NAME AND OLD NOTES TENDERED
ADDRESS OF REGISTERED HOLDER (ATTACH ADDITIONAL LIST IF NECESSARY)
- --------------------------------------------------------------------------------
PRINCIPAL AMOUNT
PRINCIPAL OF OLD NOTES
CERTIFICATE AMOUNT OF TENDERED
NUMBER(S)* OLD NOTES (IF LESS THAN ALL)**
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
TOTAL AMOUNT
TENDERED:
- --------------------------------------------------------------------------------
*Need not be completed by book-entry holders.
**Old Notes may be tendered in whole or in part in denominations of $1,000 and
integral multiples thereof. All Old Notes held shall be deemed tendered
unless a lesser number is specified in this column.
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution ______________________________________________
DTC Account Number ________________ Transaction Code Number ____________
[_] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name of Registered Holders(s) ______________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which Guaranteed Delivery ______________________________
IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:
Name of Tendering Institution ______________________________________________
DTC Account Number ________________ Transaction Code Number ____________
[_] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Thomas & Betts Corporation, a New Jersey
corporation (the "Company"), the above described aggregate principal amount of
the Company's 6 1/2% Notes due 2006 (the "Old Notes") in exchange for a like
aggregate principal amount of the Company's 6 1/2% Notes due 2006 (the "New
Notes") which have been registered under the Securities Act of 1933 (the
"Securities Act"), upon the terms and subject to the conditions set forth in
the Prospectus dated , 1996 (as the same may be amended or supplemented
from time to time, the "Prospectus"), receipt of which is acknowledged, and in
this Letter of Transmittal (which, together with the Prospectus, constitute
the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Company all right, title and interest in and to such Old Notes as are being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its agent and attorney-in-fact (with full knowledge that
the Exchange Agent is also acting as agent of the Company in connection with
the Exchange Offer) with respect to the tendered Old Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described
in the Prospectus, to (i) deliver Certificates for Old Notes to the Company
together with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Company, upon receipt by the Exchange Agent, as the
undersigned's agent, of the New Notes to be issued in exchange for such Old
Notes, (ii) present Certificates for such Old Notes for transfer, and to
transfer the Old Notes on the books of the Company, and (iii) receive for the
account of the Company all benefits and otherwise exercise all rights of
beneficial ownership of such Old Notes, all in accordance with the terms and
conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL
POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE
COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND
CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD
NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED
HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE
REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF
THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Old Notes. The
Certificate number(s) and the Old Notes that the undersigned wishes to tender
should be indicated in the appropriate boxes above.
If any tendered Old Notes are not exchanged pursuant to the Exchange Offer
for any reason, or if Certificates are submitted for more Old Notes than are
tendered or accepted for exchange, Certificates for such nonexchanged or
nontendered Old Notes will be returned (or, in the case of Old Notes tendered
by book-entry transfer, such Old Notes will be credited to an account
maintained at DTC), without expense to the tendering holder, promptly
following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Old Notes pursuant to any one of
the procedures described in "The Exchange Offer--Procedures for Tendering Old
Notes" in the Prospectus and in the instructions hereto will, upon the
Company's acceptance for exchange of such tendered Old Notes, constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer. The undersigned recognizes
that, under certain circumstances set forth in the Prospectus, the Company may
not be required to accept for exchange any of the Old Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Notes, that such New Notes be credited to the account
indicated above maintained at DTC. If applicable, substitute Certificates
<PAGE>
representing Old Notes not exchanged or not accepted for exchange will be
issued to the undersigned or, in the case of a book-entry transfer of Old
Notes, will be credited to the account indicated above maintained at DTC.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please deliver New Notes to the undersigned at the address shown below the
undersigned's signature.
By tendering Old Notes and executing this Letter of Transmittal, the
undersigned hereby represents and agrees that (i) the undersigned is not an
"affiliate" of the Company, (ii) any New Notes to be received by the
undersigned are being acquired in the ordinary course of its business, (iii)
the undersigned has no arrangement or understanding with any person to
participate in a distribution (within the meaning of the Securities Act) of
New Notes to be received in the Exchange Offer, and (iv) if the undersigned is
not a Broker-Dealer, the undersigned is not engaged in, and does not intend to
engage in, a distribution (within the meaning of the Securities Act) of such
New Notes. By tendering Old Notes pursuant to the Exchange Offer and executing
this Letter of Transmittal, a holder of Old Notes which is a Broker-Dealer
represents and agrees, consistent with certain interpretive letters issued by
the staff of the Division of Corporation Finance of the Securities and
Exchange Commission to third parties, that (a) such Old Notes held by the
Broker-Dealer are held only as a nominee, or (b) such Old Notes were acquired
by such Broker-Dealer for its own account as a result of market-making
activities or other trading activities and it will deliver the Prospectus (as
amended or supplemented from time to time) meeting the requirements of the
Securities Act in connection with any resale of such New Notes (provided that,
by so acknowledging and by delivering a prospectus, such Broker-Dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act).
The Company has agreed that, subject to the provisions of the Registration
Rights Agreement, the Prospectus, as it may be amended or supplemented from
time to time, may be used by a Participating Broker-Dealer (as defined below)
in connection with resales of New Notes received in exchange for Old Notes,
where such Old Notes were acquired by such Participating Broker-Dealer for its
own account as a result of market-making activities or other trading
activities, for a period ending 90 days after the Expiration Date (subject to
extension under certain limited circumstances described in the Prospectus) or,
if earlier, when all such New Notes have been disposed of by such
Participating Broker-Dealer. However, a Participating Broker-Dealer who
intends to use the Prospectus in connection with the resale of New Notes
received in exchange for Old Notes pursuant to the Exchange Offer must notify
the Company, or cause the Company to be notified, on or prior to the
Expiration Date, that it is a Participating Broker-Dealer. Such notice may be
given in the space provided herein for that purpose or may be delivered to the
Exchange Agent at the address set forth in the Prospectus under "The Exchange
Offer--Exchange Agent." In that regard, each Broker-Dealer who acquired Old
Notes for its own account as a result of market-making or other trading
activities (a "Participating Broker-Dealer"), by tendering such Old Notes and
executing this Letter of Transmittal, agrees that, upon receipt of notice from
the Company of the occurrence of any event or the discovery of any fact which
makes any statement contained or incorporated by reference in the Prospectus
untrue in any material respect or which causes the Prospectus to omit to state
a material fact necessary in order to make the statements contained or
incorporated by reference therein, in light of the circumstances under which
they were made, not misleading or of the occurrence of certain other events
specified in the Registration Rights Agreement, such Participating Broker-
Dealer will suspend the sale of New Notes pursuant to the Prospectus until the
Company has amended or supplemented the Prospectus to correct such
misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to the Participating Broker-Dealer or the Company has
given notice that the sale of the New Notes may be resumed, as the case may
be. If the Company gives such notice to suspend the sale of the New Notes, it
shall extend the 90-day period referred to above during which Participating
Broker-Dealers are entitled to use the Prospectus in connection with the
resale of New Notes by the number of days during the period from and including
the date of the giving of such notice to and including the date when
Participating Broker-Dealers shall have received copies of the supplemented or
amended Prospectus necessary to permit resales of the New Notes or to and
including the date on which the Company has given notice that the sale of New
Notes may be resumed, as the case may be.
<PAGE>
Holders of Old Notes whose Old Notes are accepted for exchange will not
receive accrued interest on such Old Notes for any period from and after the
last Interest Payment Date to which interest has been paid or duly provided
for on such Old Notes prior to the original issue date of the New Notes or, if
no such interest has been paid or duly provided for, will not receive any
accrued interest on such Old Notes, and the undersigned waives the right to
receive any interest on such Old Notes accrued from and after such Interest
Payment Date or, if no such interest has been paid or duly provided for, from
and after January 30, 1996.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Old Notes hereby tendered or on a security position
listing, or by any person(s) authorized to become the registered holder(s)
by endorsements and documents transmitted herewith (including such opinions
of counsel, certifications and other information as may be required by the
Company or the Trustee for the Old Notes to comply with the restrictions on
transfer applicable to the Old Notes). If signature is by an attorney-in-
fact, executor, administrator, trustee, guardian, officer of a corporation
or another acting in a fiduciary capacity or representative capacity,
please set forth the signer's full title. See Instruction 5.
__________________________________________________________________________
__________________________________________________________________________
(SIGNATURE(S) OF HOLDER(S))
Date _________________, 1996
Name(s) __________________________________________________________________
__________________________________________________________________________
(PLEASE PRINT)
Address __________________________________________________________________
__________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ___________________________________________
__________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
Authorized Signature _____________________________________________________
Name _____________________________________________________________________
__________________________________________________________________________
(PLEASE PRINT)
Date: ________________, 1996
Capacity or Title ________________________________________________________
Name of Firm _____________________________________________________________
Address __________________________________________________________________
__________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ___________________________________________
<PAGE>
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6) (SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the New To be completed ONLY if New
Notes are to be issued in the Notes are to be sent to someone
name of someone other than the other than the registered holder
registered holder of the Old of the Old Notes whose name(s)
Notes whose name(s) appear(s) appear(s) above, or to such reg-
above. istered holder(s) at an address
other than that shown above.
Issue New Notes to: Mail New Notes to:
Name _____________________________ Name______________________________
(PLEASE PRINT) (PLEASE PRINT)
Address __________________________ Address __________________________
__________________________________ __________________________________
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
__________________________________ __________________________________
(TAXPAYER IDENTIFICATION OR (TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.) SOCIAL SECURITY NO.)
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in "The
Exchange Offer--Procedures for Tendering Old Notes" in the Prospectus.
Certificates, or timely confirmation of a book-entry transfer of such Old
Notes into the Exchange Agent's account at DTC, as well as this Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at one of its
addresses set forth herein on or prior to the Expiration Date. Old Notes may
be tendered in whole or in part in the principal amount of $1,000 and integral
multiples thereof.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes, this Letter
of Transmittal and all other required documents to the Exchange Agent on or
prior to the Expiration Date or (iii) who cannot complete the procedures for
delivery by book-entry transfer on a timely basis, may tender their Old Notes
by properly completing and duly executing a Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer--Procedures for Tendering Old Notes" in the Prospectus. Pursuant to such
procedures: (i) such tender must be made by or through an Eligible Institution
(as defined below); (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by the Company,
must be received by the Exchange Agent on or prior to the Expiration Date; and
(iii) the Certificates (or a book-entry confirmation (as defined in the
Prospectus)) representing all tendered Old Notes, in proper form for transfer,
together with a Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees and any
other documents required by this Letter of Transmittal, must be received by
the Exchange Agent within five New York Stock Exchange trading days after the
date of execution of such Notice of Guaranteed Delivery, all as provided in
"The Exchange Offer--Procedures for Tendering Old Notes" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Old Notes to be
properly tendered pursuant to the guaranteed delivery procedure, the Exchange
Agent must receive a Notice of Guaranteed Delivery on or prior to the
Expiration Date. As used herein and in the Prospectus, "Eligible Institution"
means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act
as "an eligible guarantor institution," including (as such terms are defined
therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit union; (iv) a
national securities exchange, registered securities association or clearing
agency; or (v) a savings association.
<PAGE>
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance
of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in DTC
whose name appears on a security position listing as the owner of the Old
Notes) of Old Notes tendered herewith, unless such holder(s) has completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" above, or
(ii) such Old Notes are tendered for the account of a firm that is an
Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned "Description
of Old Notes" is inadequate, the Certificate number(s) and/or the principal
amount of Old Notes and any other required information should be listed on a
separate signed schedule which is attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be
accepted only in the principal amount of $1,000 and integral multiples
thereof. If less than all the Old Notes evidenced by any Certificate submitted
are to be tendered, fill in the principal amount of Old Notes which are to be
tendered in the box entitled "Principal Amount of Old Notes Tendered (if less
than all)." In such case, new Certificate(s) for the remainder of the Old
Notes that were evidenced by your old Certificate(s) will only be sent to the
holder of the Old Note, promptly after the Expiration Date. All Old Notes
represented by Certificates delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time on or prior to the Expiration Date. In order for a withdrawal to
be effective on or prior to that time, a written, telegraphic, telex or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent at one of its addresses set forth above or in the
Prospectus on or prior to the Expiration Date. Any such notice of withdrawal
must specify the name of the person who tendered the Old Notes to be
withdrawn, the aggregate principal amount of Old Notes to be withdrawn, and
(if Certificates for Old Notes have been tendered) the name of the registered
holder of the Old Notes as set forth on the Certificate for the Old Notes, if
different from that of the person who tendered such Old Notes. If Certificates
for the Old Notes have been delivered or otherwise identified to the Exchange
Agent, then prior to the physical release of such Certificates for the Old
Notes, the tendering holder must submit the serial numbers shown on the
particular Certificates for the Old Notes to be withdrawn and the signature on
the notice of withdrawal must be guaranteed by an Eligible Institution, except
in the case of Old Notes tendered for the account of an Eligible Institution.
If Old Notes have been tendered pursuant to the procedures for book-entry
transfer set forth in "The Exchange Offer--Procedures for Tendering Old
Notes," the notice of withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawal of Old Notes, in which case
a notice of withdrawal will be effective if delivered to the Exchange Agent by
written, telegraphic, telex or facsimile transmission. Withdrawals of tenders
of Old Notes may not be rescinded. Old Notes properly withdrawn will not be
deemed validly tendered for purposes of the Exchange Offer, but may be
retendered at any subsequent time on or prior to the Expiration Date by
following any of the procedures described in the Prospectus under "The
Exchange Offer--Procedures for Tendering Old Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all
parties. Neither the Company, any affiliates or assigns of the Company, the
Exchange Agent nor any other person shall be under any duty to give any
notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. Any Old Notes which have
been tendered but which are withdrawn will be returned to the holder thereof
without cost to such holder promptly after withdrawal.
<PAGE>
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the Certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different name(s) on several
Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing and must submit proper evidence
satisfactory to the Company, in its sole discretion, of such persons'
authority to so act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Old Notes listed and transmitted hereby, no endorsement(s) of Certificate(s)
or separate bond power(s) are required unless New Notes are to be issued in
the name of a person other than the registered holder(s). Signature(s) on such
Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Old Notes listed, the Certificates must be endorsed
or accompanied by appropriate bond powers, signed exactly as the name or names
of the registered owner(s) appear(s) on the Certificates, and also must be
accompanied by such opinions of counsel, certifications and other information
as the Company or the Trustee for the Old Notes may require in accordance with
the restrictions on transfer applicable to the Old Notes. Signatures on such
Certificates or bond powers must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be issued
in the name of a person other than the signer of this Letter of Transmittal,
or if New Notes are to be sent to someone other than the signer of this Letter
of Transmittal or to an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. Certificates for Old
Notes not exchanged will be returned by mail or, if tendered by book-entry
transfer, by crediting the account indicated above maintained at DTC. See
Instruction 4.
7. IRREGULARITIES. The Company will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time
of receipt) and acceptance for exchange of any tender of Old Notes, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance of which, or exchange for, may, in the view of
counsel to the Company, be unlawful. The Company also reserves the absolute
right, subject to applicable law, to waive any of the conditions of the
Exchange Offer set forth in the Prospectus under "The Exchange Offer--Certain
Conditions to the Exchange Offer" or any conditions or irregularity in any
tender of Old Notes of any particular holder whether or not similar conditions
or irregularities are waived in the case of other holders.
The Company's interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) will
be final and binding. No tender of Old Notes will be deemed to have been
validly made until all irregularities with respect to such tender have been
cured or waived. Neither the Company, any affiliates or assigns of the
Company, the Exchange Agent, nor any other person shall be under any duty to
give notification of any irregularities in tenders or incur any liability for
failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income
tax law, a holder whose tendered Old Notes are accepted for exchange is
required to provide the Exchange Agent with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the Exchange
Agent is not provided with the correct TIN, the Internal Revenue Service (the
"IRS") may subject the holder or other payee to a $50 penalty. In addition,
payments to such holders or other payees with respect to Old Notes exchanged
pursuant to the Exchange Offer may be subject to 31% backup withholding.
<PAGE>
The box in Part 2 of the Substitute Form W-9 may be checked if the tendering
holder has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 2 is checked, the holder or
other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN
is provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-
9. If the holder furnishes the Exchange Agent with its TIN within 60 days
after the date of the Substitute Form W-9, the amounts retained during the 60
day period will be remitted to the holder and no further amounts shall be
retained or withheld from payments made to the holder thereafter. If, however,
the holder has not provided the Exchange Agent with its TIN within such 60 day
period, amounts withheld will be remitted to the IRS as backup withholding. In
addition, 31% of all payments made thereafter will be withheld and remitted to
the IRS until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Old Notes or of the last transferee appearing on the transfers attached
to, or endorsed on, the Old Notes. If the Old Notes are registered in more
than one name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the
face thereof, to avoid possible erroneous backup withholding. A foreign person
may qualify as an exempt recipient by submitting a properly completed IRS Form
W-8, signed under penalties of perjury, attesting to that holder's exempt
status. Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.
Backup withholding is not an additional U.S. Federal income tax. Rather, the
U.S. Federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Old Notes have been lost, destroyed or stolen, the holder should
promptly notify the Exchange Agent. The holder will then be instructed as to
the steps that must be taken in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Certificate(s) have been
followed.
11. SECURITY TRANSFER TAXES. Holders who tender their Old Notes for exchange
will not be obligated to pay any transfer taxes in connection therewith. If,
however, New Notes are to be delivered to, or are to be issued in the name of,
any person other than the registered holder of the Old Notes tendered, or if a
transfer tax is imposed for any reason other than the exchange of Old Notes in
connection with the Exchange Offer, then the amount of any such transfer tax
(whether imposed on the registered holder or any other persons) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted with the Letter of Transmittal,
the amount of such transfer taxes will be billed directly to such tendering
holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE
EXPIRATION DATE.
<PAGE>
TO BE COMPLETED BY ALL
TENDERING SECURITYHOLDERS
(SEE INSTRUCTION 9)
- --------------------------------------------------------------------------------
PAYER'S NAME: FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
- --------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR Social security number
TIN IN THE BOX AT RIGHT AND or Employer
SUBSTITUTE CERTIFY BY SIGNING AND identification number
FORM W-9 DATING BELOW.
DEPARTMENT OF -------------------------
THE TREASURY --------------------------------------------------------
INTERNAL CERTIFICATION--UNDER THE PENALTIES OF PART 2 --
REVENUE PERJURY, I CERTIFY THAT:
SERVICE
(1) the number shown on this form is Awaiting TIN [_]
my correct taxpayer identification
number (or I am waiting for a number
to be issued to me),
PAYER'S REQUEST
FOR TAXPAYER (2) I am not subject to backup with-
IDENTIFICATION holding either because (i) I am ex-
NUMBER (TIN) empt from backup withholding, (ii) I
AND CERTIFICATION have not been notified by the Inter-
nal Revenue Service ("IRS") that I am
subject to backup withholding as a
result of a failure to report all in-
terest or dividends, or (iii) the IRS
has notified me that I am no longer
subject to backup withholding, and
(3) any other information provided on
this form is true and correct.
SIGNATURE ______________ DATE _______
--------------------------------------------------------
You must cross out item (iii) in Part (2) above if
you have been notified by the IRS that you are sub-
ject to backup withholding because of underreporting
interest or dividends on your tax return and you have
not been notified by the IRS that you are no longer
subject to backup withholding.
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT
TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all payments made to me on account of the New Notes
shall be retained until I provide a taxpayer identification number to the
Exchange Agent and that, if I do not provide my taxpayer identification
number within 60 days, such retained amounts shall be remitted to the
Internal Revenue Service as backup withholding and 31% of all reportable
payments made to me thereafter will be withheld and remitted to the Internal
Revenue Service until I provide a taxpayer identification number.
Signature _______________________________________________ Date ______________
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
6 1/2% NOTES DUE 2006
OF
THOMAS & BETTS CORPORATION
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as defined below) 6 1/2% Notes due 2006 (the
"Old Notes") are not immediately available, (ii) Old Notes, the Letter of
Transmittal and all other required documents cannot be delivered to First
Trust of New York, National Association (the "Exchange Agent") on or prior to
the Expiration Date (as defined in the Prospectus referred to below) or (iii)
the procedures for delivery by book-entry transfer cannot be completed on a
timely basis. This Notice of Guaranteed Delivery may be delivered by hand,
overnight courier or mail, or transmitted by facsimile transmission, to the
Exchange Agent. See "The Exchange Offer--Procedures for Tendering Old Notes"
in the Prospectus.
The Exchange Agent for the Exchange Offer is:
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
By Mail: By Overnight Delivery or Hand:
First Trust National Association First Trust of New York, National Association
P.O. Box 64485 100 Wall Street
St. Paul, Minnesota 55164-9549 New York, New York 10005
Attn: Specialized Finance Attn: Patsy Poole
To Confirm by Telephone or for Information:
(612) 244-1197
Attn: Phyliss Meath
Facsimile Transmissions:
(612) 244-1145
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Thomas & Betts Corporation, a New Jersey
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus dated , 1996 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of Old Notes set forth
below pursuant to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Procedures for Tendering Old
Notes."
Aggregate Principal Name(s) of Registered
Amount Tendered: ____________________ Holder(s): __________________________
Certificate No(s). Address(es): ________________________
(if available): _____________________
_____________________________________
If Old Notes will be tendered by
book-entry transfer, provide the _____________________________________
following information: Area Code and
Telephone Number(s): ________________
DTC Account Number: _________________
Signature(s): _______________________
Date: _______________________________
_____________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii)
a broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association
or clearing agency; or (v) a savings association (each, an "Eligible
Institution"), hereby guarantees to deliver to the Exchange Agent, at one of
its addresses set forth above, either the Old Notes tendered hereby in proper
form for transfer, or confirmation of the book-entry transfer of such Old
Notes to the Exchange Agent's account at The Depository Trust Company ("DTC"),
pursuant to the procedures for book-entry transfer set forth in the
Prospectus, in either case together with one or more properly completed and
duly executed Letter(s) of Transmittal (or facsimile thereof) and any other
required documents within five New York Stock Exchange trading days after the
date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Old Notes tendered hereby to the Exchange Agent within the
time period set forth above and that failure to do so could result in a
financial loss to the undersigned.
Name of Firm: _______________________ _____________________________________
(Authorized Signature)
Address: ____________________________
Title: ______________________________
_____________________________________
Name: _______________________________
_____________________________________ (Please type or print)
(Zip Code)
Area Code and Telephone Number: _____ Date: _______________________________
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY,
A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY
OTHER REQUIRED DOCUMENTS.
2
<PAGE>
EXHIBIT 99.3
THOMAS & BETTS CORPORATION
EXCHANGE AGENT AGREEMENT
Dated as of __________, 1996
First Trust of New York, National Association
100 Wall Street
New York, New York 10005
Attention: Corporate Trust Administration
Ladies and Gentlemen:
Pursuant to the provision of the Offer (the "Exchange Offer") for all of Thomas
& Betts Corporation's (the "Company") outstanding 6 1/2% Notes due 2006 (the
"Initial Notes") in exchange for 6 1/2% Notes due 2006 (the "Exchange Notes"),
all of the Company's issued and outstanding Initial Notes accepted for tender of
exchange (the "Exchange") prior to 5:00 p.m., New York City time, on __________,
unless extended, for the Exchange Notes will be exchanged pursuant to the terms
and conditions of the Exchange Offer. The Exchange Offer is being made pursuant
to a prospectus (the "Prospectus") included in the Company's registration
statement on Form S-4 (File No. __________), as amended (the "Registration
Statement"), filed with the Securities and Exchange Commission (the "SEC"). The
term "Expiration Date" shall mean the date on which the Exchange Offer, as it
may be extended in accordance with the terms and conditions set forth in the
Prospectus, shall expire. Upon receipt and execution of this letter and
confirmation of the arrangements herein set forth, First Trust of New York,
National Association will act as the Exchange Agent for the Exchange (the
"Exchange Agent"). A copy of the Prospectus is attached hereto as Exhibit A.
---------
A copy of the form of the letter of transmittal, including the related
notice of guaranteed delivery, the form of letter to brokers, the form of letter
to clients and the taxpayer identification form (collectively, the "Letters of
Transmittal"), to be used by the holders of the Initial Notes (the "Holders") to
surrender their Initial Notes in order to receive the Exchange Notes pursuant to
the Exchange is attached hereto as Exhibit B.
---------
The Company hereby appoints you to act as Exchange Agent in connection with
the Exchange. In carrying out your duties as Exchange Agent, you are to act in
accordance with the following:
1. You are to mail the Prospectus and the Letters of Transmittal to all
of the Holders on the day that you are notified by the Company that the
Registration Statement has become effective under the Securities Act of 1933, as
amended, or as soon as practicable thereafter, and to make subsequent mailings
thereof to any persons who become Holders prior to the Expiration Date, and any
persons as may from time to time be requested by the Company. All mailings
pursuant to this Section shall be by first class mail, postage prepaid, unless
otherwise specified. You shall also
<PAGE>
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Page 2
accept and comply with telephone requests for information relating to the
Exchange Offer provided that such information shall relate only to the
procedures for accepting (or withdrawing from) the Exchange Offer. All other
requests for information relating to the Exchange Offer shall be directed to the
Company, Attention: Ms. Janice Way, telephone (901)682-8221.
2. You are to examine the Letter of Transmittal and the Initial Notes and
other documents delivered or mailed to you, by or for the Holders, prior to the
Expiration Date, to ascertain whether (i) the Letters of Transmittal are
properly executed and completed in accordance with the instructions set forth
therein, (ii) the Initial Notes are in proper form for transfer, and (iii) all
other documents submitted to you are in proper form. In each case where a
Letter of Transmittal or other document has been improperly executed or
completed or, for any other reason, is not in proper form, or some other
irregularity exists, you are authorized to endeavor to take such action as you
consider appropriate to notify the tenderer of such irregularity and as to the
appropriate means of resolving the same. Determination of questions as to the
proper completion or execution of the Letters of Transmittal, or as to the
proper form for transfer of the Initial Notes or as to any other irregularity in
connection with the submission of Letters of Transmittal and/or Initial Notes
and other documents in connection with the Exchange, shall be made by you
together with officers of, or counsel for, the Company and with representatives
of the Company at their written instructions or oral direction confirmed by
facsimile. Any determination made by the Company on such questions shall be
final and binding. As Exchange Agent, you are entitled to rely on any
determination by the Company as described above and shall be fully protected and
indemnified in such reliance.
3. At the written request of the Company or its counsel, Andrews & Kurth
L.L.P., you shall notify tendering holders of Initial Notes in the event of any
recission or modification of the Exchange Offer. In the event of any such
recission, you will return all tendered Initial Notes to the persons entitled
thereto, at the request of the Company or its counsel, Andrews & Kurth L.L.P..
4. Tender of the Initial Notes may be made only as set forth in the Letter
of Transmittal. Notwithstanding the foregoing, tenders which the Company shall
approve in writing as having been properly tendered shall be considered to be
properly tendered. Letters of Transmittal shall be recorded by you as to the
date and time of receipt and shall be preserved and retained by you. Exchange
Notes are to be issued in exchange for the Initial Notes pursuant to the
Exchange only against deposit with you of the Initial Notes, together with
executed Letters of Transmittal and any other documents required by the Exchange
Offer on each business day from the execution hereof up to the Expiration Date.
5. Upon the oral and written request of the Company (with written
confirmation of such oral request thereafter), you will transmit by telephone,
and promptly thereafter confirm in writing to (i) Fred R. Jones, Vice
President--Finance and Treasurer (telephone (901) 680-5922) and (ii) Andrews &
Kurth L.L.P. (Attention: Stuart Bressman, Esq.), counsel to the Company
(telephone
<PAGE>
- ------------ --, 1996
Page 3
(212) 850-2800), or such other persons as the Company may reasonably request,
the aggregate number of the Initial Notes tendered to you and the number of the
Initial Notes properly tendered that day. In addition, you will also inform the
aforementioned persons, upon oral request made from time to time (with written
confirmation of such request thereafter) prior to the Expiration Date, of such
information as they or any of them may reasonably request.
6. Upon the terms and subject to the conditions of the Exchange Offer,
delivery of Exchange Notes to be issued in exchange for accepted Initial Notes
will be made by you promptly after acceptance of the tendered Initial Notes.
You will hold all items which are deposited for tender with you after 5:00 p.m.,
New York City time, on the Expiration Date pending further instructions from an
officer of the Company.
7. If any Holder shall report to you that his/her/its failure to surrender
Initial Notes registered in his/her/its name is due to the loss, misplacement or
destruction of a certificate or certificates, you shall request such Holder (i)
to furnish to the Exchange Agent an affidavit of loss and, if required by the
Company, a corporate bond of indemnity in an amount and evidenced by such
certificate or certificates of a surety, as may be satisfactory to you and the
Company, and (ii) to execute and deliver an agreement to indemnify the Company
and you in such form as is acceptable to you and the Company. The obligees to
be named in each such indemnity bond shall include the Company and you. You
shall report to the Company the names of all Holders who claim that their
Initial Notes have been lost, misplaced or destroyed and the principal amount of
such Initial Notes.
8. As soon as practicable after you mail or deliver to a Holder the
Exchange Notes that such Holder may be entitled to receive, you shall arrange
for cancellation of the Initial Notes submitted to you. Such Initial Notes
shall be forwarded to First Trust of New York, National Association, as Trustee
(successor trustee to Morgan Guaranty Trust Company of New York) (the
"Trustee"), under the Indenture, dated as of January 15, 1992, governing the
Initial Notes, for cancellation and retirement as you are instructed by the
Company (or a representative designated by the Company).
9. For your services as the Exchange Agent hereunder, the Company shall
pay you in accordance with the schedule of fees attached hereto as Exhibit C.
---------
The Company also will reimburse you for your reasonable out-of-pocket expenses
(including but not limited to reasonable counsel fees not previously paid to you
as set forth in Exhibit C) in connection with your services promptly after
---------
submission to the Company of itemized statements.
10. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.
<PAGE>
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Page 4
11. As the Exchange Agent hereunder you:
(a) shall have no duties or obligations other than those specifically set
forth herein or in the Exhibits attached hereto or as may be subsequently
requested in writing of you by the Company and agreed to by you in writing with
respect to the Exchange;
(b) will be regarded as making no representations and having no
responsibilities as to the validity, accuracy, sufficiency, value or genuineness
of any Initial Notes deposited with you hereunder or any Exchange Notes, any
Letters of Transmittal or other documents prepared by the Company in connection
with the Exchange Offer or any signatures or endorsements other than your own,
and will not be required to and will make no representations as to the validity,
value or genuineness of the Exchange Offer; provided, however, that in no way
will your general duty to act in good faith be discharged by the foregoing;
(c) shall not be obligated to take any legal action hereunder which might
in your judgment involve any expenses or liability unless you shall have been
furnished with an indemnity reasonably satisfactory to you;
(d) may rely on and shall be fully protected and indemnified as provided in
paragraph 12 hereof in acting upon the written or oral instructions with respect
to any matter relating to your acting as Exchange Agent specifically covered by
this Agreement or supplementing or qualifying any such action of officer or
agent or such other person or persons as may be designated or whom you
reasonably believe has been designated by the Company;
(e) may consult with counsel satisfactory to you, including counsel for the
Company, and the advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by you
hereunder in good faith and in accordance with such advice of such counsel;
(f) shall not at any time advise any person as to the wisdom of the
Exchange or as to the market value or decline or appreciation in market value of
any Initial Notes or Exchange Notes; and
(g) shall not be liable for any action which you may do or refrain from
doing in connection with this letter except for your gross negligence, willful
misconduct or bad faith.
12. The Company covenants and agrees to indemnify and hold harmless First
Trust of New York, National Association and its officers, directors, employees,
agents and affiliates
<PAGE>
- ------------ --, 1996
Page 5
(collectively, the "Indemnified Parties" and each an "Indemnified Party") and
hold each Indemnified Party harmless against any loss, liability or reasonable
expense of any nature (including reasonable legal and other fees and expenses)
incurred in connection with the administration of the duties of the Indemnified
Parties hereunder in accordance with this Agreement; provided, however, that no
Indemnified Party shall be indemnified against any such loss, liability or
expense arising out of such party's gross negligence, willful misconduct or bad
faith. In no case shall the Company be liable under this indemnity with respect
to any claim against any Indemnified Party unless the Company shall be notified
by such Indemnified Party by letter, or by cable, telex or telecopier confirmed
by letter, of the written assertion of a claim against such Indemnified Party,
or of any action commenced against such Indemnified Party, promptly after but in
any event within 10 days of the date such Indemnified Party shall have received
any such written assertion of a claim or shall have been served with a summons,
or other legal process, giving information as to the nature and basis of the
claim, but failure to so notify the Company shall not relieve the Company of any
liability which it may have otherwise than on account of their Agreement or
hereunder except such liability which is a direct result of such Indemnified
Party's failure to notify promptly. The Company shall be entitled to
participate at its own expense in the defense against any such claim or legal
action and if the Company so elects or if the Indemnified Party in such notice
to the Company so directs, the Company shall assume the defense of any suit
brought to enforce any such claim. In the event the Company assumes the
defense, the Company shall not be liable for any fees and expenses thereafter
incurred by such Indemnified Party's counsel, except for any reasonable fees and
expenses of such Indemnified Party's counsel incurred in representing such
Indemnified Party that are necessary and appropriate as a result of the need to
have separate representation because of a conflict of interest between such
Indemnified Party and the Company. You shall not enter into a settlement or
other compromise with respect to any indemnified loss, liability or expense
without the prior written consent of the Company, which shall not be
unreasonably withheld or delayed if not adverse to the Company's interests.
13. This Agreement and your appointment as the Exchange Agent shall be
construed and enforced in accordance with the laws of the State of New York and
shall inure to the benefit of, and the obligations created hereby shall be
binding upon, the successors and respective assigns of the parties hereto. No
other person shall acquire or have any rights under or by virtue of this
Agreement.
14. This Agreement may not be modified, amended or supplemented without an
express written agreement executed by the parties hereto. Any inconsistency
between this Agreement and the Letters of Transmittal, as they may from time to
time be supplemented or amended, shall be resolved in favor of the latter,
except with respect to the duties, liabilities and indemnification of you as
Exchange Agent.
<PAGE>
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Page 6
15. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
16. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability or the remaining
provisions shall not in any way be affected or impaired thereby.
17. Unless terminated earlier by the parties hereto, this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the foregoing,
Paragraphs 9 and 12 shall survive the termination of this letter agreement.
Upon any termination of this Agreement, you shall promptly deliver to the
Trustee any certificates for Initial Notes, funds or property then held by you
as Exchange Agent under this Agreement.
If the foregoing is in accordance with your understanding, would you please
indicate your agreement by signing and returning the enclosed copy of this
Agreement to the Company.
Very truly yours,
THOMAS & BETTS CORPORATION
By:
----------------------------------
Title: Vice President - Finance
and Treasurer
Agreed to this ___ day of __________, 1996
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By:
--------------------------------
Title:
<PAGE>
Exhibit C
FIRST TRUST OF NEW YORK, N.A.
EXCHANGE OFFER
Exchange Agent Fee $____________________
COUNSEL FEE:
Counsel services related to the examination and review of the documentation in
connection with the Exchange Offer are in addition to the foregoing.
EXPENSES:
Out-of-pocket expenses for postage, stationery, etc. are in addition to the
foregoing.
EXTRAORDINARY SERVICES:
Extraordinary services or those not specifically contemplated within the
foregoing proposal may be subject to additional charges.
