<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4682
A. Full title of the plan, if different from that of the
issuer named below:
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
<PAGE>
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
INDEX
Financial Statements and Exhibit Page No.
Financial Statements:
Statement of Financial Condition -
Combined Funds - December 31,
1995 and 1994. 3
Statement of Income and Changes in
Plan Equity - Combined Funds - Years
Ended December 31, 1995, 1994,
and 1993. 4
Notes to Financial Statements 5
Schedules (1995 Information Only):
Schedule 1 20
Schedule 2 21
Independent Auditors' Report 22
Signatures 23
Exhibit:
Auditors' Consent 24
2
<PAGE>
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
COMBINED FUNDS
<TABLE>
<CAPTION>
<S> <C> <C>
December 31 1995 1994
PLAN ASSETS
Investments at fair value:
Common stock of Thomas & Betts
Corporation (cost $5,136,945 and
$5,271,677 in 1995 and 1994,
respectively) $ 6,047,315 $ 5,831,171
VMMR Federal Portfolio (cost
approximates fair value) 25,190,737 25,523,561
Vanguard Short-Term Federal Bond
Fund (cost $1,378,626 and
$1,522,559 in 1995 and 1994,
respectively) 1,382,639 1,434,080
Vanguard Index 500 Portfolio (cost
$9,190,813 and $7,686,993 in
1995 and 1994, respectively) 11,674,769 7,976,642
Vanguard U.S. Growth Fund (cost
$8,092,840 and $5,732,218 in
1995 and 1994, respectively) 10,222,178 5,960,771
Vanguard Wellington Fund (cost
$14,058,953 and $11,615,378
in 1995 and 1994, respectively) 16,627,068 11,391,468
Intermediate U.S. Treasury Bond Fund
(cost $646,753 and $320,353 in
1995 and 1994, respectively) 683,626 312,465
International Growth Portfolio
(cost $1,221,697 and $798,321 in
1995 and 1994, respectively) 1,283,694 765,900
Employee Loan Fund 2,737,765 2,433,286
---------- ----------
Total Investments 75,849,791 61,629,344
Employee loan payments receivable 101,748 91,851
Receivable from Thomas & Betts Corporation:
Employees' contributions 426,926 574,494
Employer's contributions 200,237 261,561
---------- ----------
Total Receivables 728,911 927,906
---------- ----------
TOTAL ASSETS $76,578,702 $62,557,250
========== ==========
PLAN EQUITY
Plan equity - including net unrealized
appreciation (depreciation)
of investments $76,578,702 $62,557,250
TOTAL EQUITY $76,578,702 $62,557,250
========== ==========
See accompanying notes to financial statements.
</TABLE>
3
<PAGE>
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
COMBINED FUNDS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Years ended December 31 1995 1994 1993
Investment Income:
Dividends on Thomas & Betts
Corporation common stock $ 203,116 $ 164,767 $ 130,829
Interest and other dividends 3,265,070 2,257,827 2,512,481
--------- --------- ---------
3,468,186 2,422,594 2,643,310
Net realized gain (loss) on sales
of investments 998,488 (5,846) 14,966
Unrealized appreciation (depreciation)
of investments 7,655,628 (94,267) 84,887
Contributions:
Employees 7,141,340 6,467,676 6,534,368
Employer 2,820,890 2,728,759 2,129,734
--------- --------- ---------
9,962,230 9,196,435 8,664,102
Administrative expenses (58,319) (54,185) (46,215)
Withdrawals, distributions and
forfeitures (8,004,761) (6,765,000) (5,261,014)
----------- ----------- ---------
Income and changes in plan equity
for the year 14,021,452 4,699,731 6,100,036
Plan equity at beginning of year 62,557,250 57,857,519 51,757,483
---------- ---------- ----------
Plan equity at end of year $76,578,702 $62,557,250 $57,857,519
=========== =========== ===========
See accompanying notes to financial statements.
</TABLE>
4
<PAGE>
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. The accompanying financial statements have been prepared on
an accrual basis. Security transactions are recorded on the
trade date, and dividend income is recorded on the ex-dividend
date.
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan
Administrator to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the
financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could
differ from those estimates.
The Vanguard Group has been designated by the Retirement
Plans Committee as the plan trustee.
2. On April 4, 1984, the Board of Directors of the Corporation
adopted the Employees' Investment Plan in which eligible
employees may elect to participate by authorizing a
withholding of an amount equal to 1%, 2%, 3%, 4% or 5% of
compensation as a basic contribution to the Plan. The
Corporation contributed an amount equal to 50% of each
participating employee's basic contribution through July 31,
1993. Effective August 1, 1993, the Corporation contributes
75% of the first 3% and 50% of the remaining 2% of each
participating employee's basic contribution.
Each employee who has authorized a basic contribution at the
maximum rate of 5% of compensation may authorize a
"supplemental contribution" of 1% to 10% of compensation. The
Corporation does not make any matching contributions with
respect to the amount of supplemental contributions made by
the employees.
During 1993 contributions made to the Plan were invested in
seven investment funds known as the T&B Stock Fund, Vanguard
Money Market Reserves - Federal Portfolio, Vanguard Short-Term
Government Bond Fund, Vanguard Index 500 Portfolio,
Vanguard World Fund - U.S. Growth Portfolio, Vanguard
Wellington Fund, and Guaranteed Interest Fund. During 1994
the Guaranteed Interest Fund was closed and two new funds,
Intermediate U.S. Treasury Bond Fund and International Growth
Portfolio, were added. During 1995, contributions made to
the plan were invested in the following funds.
(1) The Thomas & Betts Stock Fund's assets are invested in
common stock of Thomas & Betts Corporation.
5
<PAGE>
(2) The Vanguard Money Market Reserves - Federal Portfolio
is a fund that invests in short-term securities that are
guaranteed or backed by the U.S. Government and its
agencies.
(3) The Vanguard Short-Term Federal Bond Fund is a fund that
invests in bonds issued by the U.S. Government and
agency obligations.
(4) The Vanguard Index 500 Portfolio is a fund that invests
in the common stock of major corporations, with the view
to achieve a return on investments equal to the Standard
& Poor's 500 index.
(5) The Vanguard World Fund - U.S. Growth Portfolio is a
fund that invests in high-quality, established growth
stocks of companies based in the United States.
(6) The Vanguard Wellington Fund is a balanced fund that
invests in common stocks (with emphasis on "blue chip"
stocks), corporate bonds, U.S. Government securities and
preferred stock.
(7) The Intermediate U.S. Treasury Bond Fund is a fund that
invests in either corporate debt securities or
securities issued by the U.S. Government which mature in
five to twelve years.
(8) The International Growth Portfolio invests in the stocks
of companies located outside the United States.
On January 1, 1990 the Corporation established a Loan Fund
allowing participants in the Employees' Investment Plan with
vested account balances of at least $2,000 to borrow directly
from their savings. Participants may borrow up to 50% of
their vested account balance or a maximum of $50,000 for a
period of 1 to 5 years. The minimum loan amount allowed is
$1,000. The interest rate charged is set at the prime rate
plus 1% on the last day of the month in which the loan is
approved. This rate does not change for the life of the
loan. Loan repayments, both principal and interest, are
deposited into the participants' investment fund(s) based on
the allocation designated at the time of repayment.
Each participating employee may direct basic and supplemental
contributions in any one or more of the investment funds set up
under the Plan. The Corporation's contribution is allocated
among the funds in the same proportion as the employee's basic
contribution. Each employee may change the amount and allocation
6
<PAGE>
of his or her contribution or reallocate existing balances among
funds by notifying The Vanguard Group by phone on any business
day. Changes are generally effective on the following business
day.
3. The following table presents the fair values of investments
at December 31, 1995 and 1994.
<TABLE>
<CAPTION>
1995 1994
Number of Number of
shares/units shares/units
or principal Fair or principal Fair
Amount Value amount Value
<S> <C> <C> <C> <C>
Investments at fair value
as determined by quoted market
price:
Thomas & Betts common stock 81,997 $ 6,047,315 85,513 $ 5,831,171
Vanguard Wellington Fund 684,082 16,627,068 587,492 11,391,468
Vanguard Index 500 Portfolio 202,687 11,674,769 185,633 7,976,642
Vanguard U.S. Growth Fund 502,318 10,222,178 388,830 5,960,771
International Growth Portfolio 85,466 1,283,694 57,029 765,900
Investments at estimated fair value:
VMMR Federal Portfolio 25,190,737 25,190,737 25,523,561 25,523,561
Intermediate U.S. Treasury
Bond Fund 62,833 683,626 32,447 312,465
Vanguard Short-Term Federal
Bond Fund 134,892 1,382,639 147,996 1,434,080
Participant Loans 2,737,765 2,737,765 2,433,286 2,433,286
---------- ---------
Total investments at fair value $75,849,791 $61,629,344
=========== ===========
</TABLE>
During the years ended December 31, 1995, 1994 and 1993, the Plan's
investments (including investments bought and sold, as well as held,
during the year) appreciated (depreciated) in value by $8,654,116,
$(100,113) and $99,853, respectively, as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1995 1994 1993
Thomas & Betts common stock $ 622,697 $ 607,896 $(470,984)
Vanguard Short-Term Federal Bond Fund 79,672 (96,720) (8,164)
Vanguard Index 500 Portfolio 2,620,388 (147,909) 385,166
Vanguard U.S. Growth Fund 2,113,843 147,795 (142,986)
Vanguard Wellington Fund 3,073,893 (565,510) 336,821
Intermediate U.S. Treasury Bond Fund 50,163 (10,181) -
International Growth Portfolio 93,460 (35,484) -
--------- ---------- ----------
Net appreciation (depreciation)
In fair value $8,654,116 $(100,113) $ 99,853
========= ========= ========
</TABLE>
7
<PAGE>
4. Investment programs of the Plan are participant-directed. Net assets
available for benefits at December 31, 1995 and 1994, and changes in
net assets available for benefits by investment fund for the years ended
December 31, 1995, 1994 and 1993 are as follows:
1995
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
T&B VMMR Vanguard Vanguard
Stock Federal Federal Vanguard Growth
Fund Portfolio Bond Index 500 Fund
Investments at fair value $6,047,315 $25,190,737 $1,382,639 $11,674,769 $10,222,178
Employee loan payments
receivable 7,142 42,178 1,968 17,093 11,959
Receivable from Thomas &
Betts Corporation:
Employees' Contributions 48,001 125,002 12,685 68,009 56,438
Employer's Contributions 23,533 63,889 6,317 30,467 24,307
--------- ----------- ---------- ----------- -----------
71,534 188,891 19,002 98,476 80,745
--------- ----------- ---------- ----------- -----------
Net assets available for
benefits $6,125,991 $25,421,806 $1,403,609 $11,790,338 $10,314,882
========== =========== ========== =========== ===========
</TABLE>
8
<PAGE>
1995
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Vanguard Intermediate International
Wellington U.S. Treasury Growth Employee
Fund Bond Portfolio Loan Fund Total
Investments at fair value $16,627,068 $ 683,626 $1,283,694 $2,737,765 $75,849,791
Employee loan payments
receivable 19,664 268 1,476 ----- 101,748
Receivable from Thomas &
Betts Corporation:
Employees' Contributions 95,800 4,719 16,272 ----- 426,926
Employer's Contributions 42,453 2,282 6,989 ----- 200,237
---------- ----------- ---------- ----------- -----------
138,253 7,001 23,261 ----- 627,163
---------- ----------- ---------- ----------- -----------
Net assets available for
benefits $16,784,985 $ 690,895 $1,308,431 $2,737,765 $76,578,702
=========== =========== ========== =========== ===========
</TABLE>
9
<PAGE>
1995
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
T&B VMMR Vanguard Vanguard
Stock Federal Federal Vanguard Growth
Fund Portfolio Bond Index 500 Fund
Investment Income:
Interest & other dividends $ 203,116 $ 1,463,539 $ 85,380 $ 259,632 $ 411,517
Net appreciation
(depreciation) in fair value of
investments 622,697 ----- 79,672 2,620,388 2,113,843
Contributions:
Employees 826,184 2,021,155 243,059 1,086,722 934,421
Employer 366,157 788,843 96,705 415,725 391,765
--------- ----------- ---------- ----------- ------------
Total additions 2,018,154 4,273,537 504,816 4,382,467 3,851,546
Administrative expenses (7,305) (24,545) (1,823) (6,375) (5,524)
Withdrawals, distributions
and forfeitures (588,646) (3,850,636) (272,021) (1,129,924) (410,261)
Transfers in (out), net (1,231,724) (830,574) (291,482) 444,855 804,728
--------- ----------- ----------- --------- -----------
Net increase (decrease) 190,479 (432,218) (60,510) 3,691,023 4,240,489
--------- ------------ ----------- --------- -----------
Net assets available for plan
benefits:
Beginning of year 5,935,512 25,854,024 1,464,119 8,099,315 6,074,393
---------- ----------- ----------- --------- ------------
End of year $ 6,125,991 $25,421,806 $1,403,609 $11,790,338 $ 10,314,882
=========== =========== =========== =========== ============
</TABLE>
10
<PAGE>
1995
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Vanguard Intermediate International
Wellington U.S. Treasury Growth Employee
Fund Bond Portfolio Loan Fund Total
Investment Income:
Interest & other dividends $ 807,034 $ 28,881 $ 34,233 $ 174,854 $ 3,468,186
Net appreciation
(depreciation) in fair value
investments 3,073,893 50,163 93,460 ---- 8,654,116
Contributions:
Employees 1,660,955 90,134 278,710 ---- 7,141,340
Employer 647,779 30,119 83,797 ---- 2,820,890
--------- --------- ---------- ----------- ------------
Total additions 6,189,661 199,297 490,200 174,854 22,084,532
Administrative expenses (11,066) (526) (1,148) (7) (58,319)
Withdrawals, distributions
and forfeitures (1,212,158) (33,694) (86,873) (420,548) (8,004,761)
Transfers in (out), net 226,099 207,613 120,305 550,180 ----
--------- --------- ----------- --------- ----------
Net increase (decrease) 5,192,536 372,690 522,484 304,479 14,021,452
---------- --------- ----------- --------- ----------
Net assets available for plan
benefits:
Beginning of year 11,592,449 318,205 785,947 2,433,286 62,557,250
---------- --------- ----------- --------- -----------
End of year $16,784,985 $ 690,895 $1,308,431 $2,737,765 $76,578,702
=========== ========= =========== =========== ===========
</TABLE>
11
<PAGE>
1994
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
T&B VMMR Vanguard Vanguard
Stock Federal Federal Vanguard Growth
Fund Portfolio Bond Index 500 Fund
Investments at fair value $5,831,171 $25,523,561 $1,434,080 $7,976,642 $5,960,771
Employee loan payments
receivable 9,042 40,070 1,850 12,433 9,825
Receivable from Thomas &
Betts Corporation:
Employees' contributions 65,326 194,592 19,373 76,616 72,873
Employer's contributions 29,973 95,801 8,816 33,624 30,924
---------- ----------- ---------- ---------- ----------
95,299 290,393 28,189 110,240 103,797
---------- ----------- ---------- ---------- ----------
Net assets available for
benefits $5,935,512 $25,854,024 $1,464,119 $8,099,315 $6,074,393
========== =========== ========== ========== ==========
</TABLE>
12
<PAGE>
1994
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Vanguard Intermediate International
Wellington U.S. Treasury Growth Employee
Fund Bond Portfolio Loan Fund Total
Investments at fair value $11,391,468 $312,465 $765,900 $2,433,286 $61,629,344
Employee loan payments
receivable 17,198 312 1,121 ---- 91,851
Receivable from Thomas &
Betts Corporation:
Employees' contributions 128,304 3,821 13,589 ---- 574,494
Employer's contributions 55,479 1,607 5,337 ---- 261,561
----------- ----------- ---------- ---------- ----------
183,783 5,428 18,926 ---- 836,055
----------- ----------- ---------- ---------- -----------
Net assets available for
benefits $11,592,449 $318,205 $785,947 $2,433,286 $62,557,250
=========== =========== ========== ========== ===========
</TABLE>
13
<PAGE>
1994
Changes In Net Assets Available For Benefits By Investment Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
T&B VMMR Vanguard Vanguard
Stock Federal Federal Vanguard Growth
Fund Portfolio Bond Index 500 Fund
Investment Income:
Interest & other dividends $ 164,767 $ 882,486 $ 83,621 $ 241,692 $ 69,195
Net appreciation
(depreciation) in fair value
of investments 607,896 ----- (96,720) (147,909) 147,795
Contributions:
Employees 645,742 2,174,075 202,901 965,051 810,453
Employer 282,918 1,037,664 85,260 377,961 330,178
--------- ----------- ---------- -------- ----------
Total additions 1,701,323 4,094,225 275,062 1,436,795 1,357,621
Administrative expenses (5,681) (24,143) (1,344) (6,017) (5,124)
Withdrawals, distributions
and forfeitures (308,248) (2,624,024) (108,964) (972,210) (722,775)
Transfers in (out), net 614,594 6,241,031 (221,424) 398,476 (296,984)
--------- ----------- ----------- -------- ----------
Net increase (decrease) 2,001,988 7,687,089 (56,670) 857,044 332,738
--------- ----------- ----------- -------- ----------
Net assets available for
plan benefits:
Beginning of year 3,933,524 18,166,935 1,520,789 7,242,271 5,741,655
--------- ----------- ---------- --------- ----------
End of year $5,935,512 $25,854,024 $1,464,119 $8,099,315 $6,074,393
========== =========== ========== ========== ==========
</TABLE>
14
<PAGE>
1994
Changes In Net Assets Available For Benefits By Investment Fund (Continued)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Vanguard Intermediate International
Wellington Met Life U.S. Treasury Growth Employee
Fund Fund Bond Portfolio Loan Fund Total
Investment Income:
Interest & other dividends $ 499,208 $ 313,483 $ 7,543 $ 9,956 $ 150,643 $ 2,422,594
Net appreciation
(depreciation) in fair value
of investments (565,510) ----- (10,181) ( 35,484) ----- (100,113)
Contributions:
Employees 1,603,153 ----- 16,371 49,930 ----- 6,467,676
Employer 589,207 ----- 6,313 19,258 ----- 2,728,759
--------- ----------- ---------- --------- ---------- ----------
Total additions 2,126,058 313,483 20,046 43,660 150,643 11,518,916
Administrative expenses (9,544) (2,057) (59) (209) (7) (54,185)
Withdrawals, distributions
and forfeitures (1,418,961) (392,685) ---- (11,265) (205,868) (6,765,000)
Transfers in (out), net 459,184 (8,466,746) 298,218 753,761 219,890 ----
--------- ----------- ----------- --------- ---------- ------------
Net increase (decrease) 1,156,737 (8,548,005) 318,205 785,947 164,658 4,699,731
--------- ----------- ----------- --------- ---------- -----------
Net assets available for
plan benefits:
Beginning of year 10,435,712 8,548,005 ----- ----- 2,268,628 57,857,519
---------- ----------- ---------- -------- --------- -----------
End of year $11,592,449 ---- $318,205 $ 785,947 $2,433,286 $62,557,250
========== =========== ========== ========= ========== ===========
</TABLE>
15
<PAGE>
1993
Changes In Net Assets Available For Benefits By Investment Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
T&B VMMR Vanguard
Stock Federal Federal Vanguard
Fund Portfolio Bond Index 500
Investment Income:
Interest & other dividends $ 130,829 $ 440,073 $ 57,139 $ 166,496
Net appreciation
(depreciation) in fair value of
investments (470,984) ----- (8,164) 385,166
Contributions:
Employees 579,950 2,555,815 193,649 995,265
Employer 207,965 844,547 61,078 294,054
---------- ----------- ---------- ----------
Total additions 447,760 3,840,435 303,702 1,840,981
Administrative expenses (3,977) (18,009) (620) (4,413)
Withdrawals, distributions
and forfeitures (238,572) (1,805,344) (56,632) (390,326)
Transfers
in (out), net 327,803 4,376,747 815,859 986,117
---------- ----------- ---------- ----------
Net increase (decrease) 533,014 6,393,829 1,062,309 2,432,359
---------- ----------- ---------- ----------
Net assets available for plan
benefits:
Beginning of year 3,400,510 11,773,106 458,480 4,809,912
---------- ----------- ---------- ----------
End of year $3,933,524 $18,166,935 $1,520,789 $7,242,271
========== =========== ========== ==========
</TABLE>
16
<PAGE>
1993
Changes In Net Assets Available For Benefits By Investment Fund (Continued)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Vanguard Vanguard
Growth Wellington MetLife Employee
Fund Fund Fund Loan Fund Total
Investment Income:
Interest & other dividends $ 78,887 $ 543,505 $1,079,813 $ 146,568 $2,643,310
Net appreciation
(depreciation) in fair value of
investments (142,986) 336,821 ----- ----- 99,853
Contributions:
Employees 957,725 1,251,964 ----- ----- 6,534,368
Employer 330,972 391,118 ----- ----- 2,129,734
---------- ----------- ---------- ---------- ----------
Total additions 1,224,598 2,523,408 1,079,813 146,568 11,407,265
Administrative expenses (4,833) (6,358) (7,998) (7) (46,215)
Withdrawals, distributions
and forfeitures (213,422) (773,256) (1,651,293) (132,169) (5,261,014)
Transfers
in (out), net (715,950) 3,758,415 (9,890,490) 341,499 ----
---------- ----------- ----------- ---------- -----------
Net increase (decrease) 290,393 5,502,209 (10,469,968) 355,891 6,100,036
---------- ----------- ---------- ---------- -----------
Net assets available for plan
benefits:
Beginning of year 5,451,262 4,933,503 19,017,973 1,912,737 51,757,483
---------- ----------- ---------- ---------- ----------
End of year $5,741,655 $10,435,712 $8,548,005 $2,268,628 $57,857,519
========== =========== ========== ========== ===========
</TABLE>
17
<PAGE>
5. As of December 31, 1995, the number of participants in each investment
fund was as follows:
Participants
1,259 Thomas and Betts Stock Fund
2,102 Vanguard Money Market Reserves-Federal Portfolio
415 Vanguard Short-Term Federal Bond Fund
1,248 Vanguard Index 500 Portfolio
1,088 Vanguard World Fund - U.S. Growth Portfolio
1,615 Vanguard Wellington Fund
774 Employee Loan Fund
182 Intermediate U.S. Treasury Bond Fund
348 International Growth Portfolio
The total number of participants in the Plan was less than the total
participants shown above because many were participating in more than
one fund.
6. The Corporation's contributions vest at the end of each year starting
with the second year of credited service, at the rate of 25% each year.
A participant in the Plan whose employment terminates for any reason
before his or her death, attainment of age 60, or total and permanent
disability is entitled to receive the vested portion, plus earnings
thereon, of his or her Employer Contribution Account. The non-vested
portion of the Employer Contribution Account will be forfeited and
retained in the Plan to reduce future contributions to be made by the
Corporation to the Plan. A participant is entitled to receive 100% of
his or her own contributions plus earnings thereon. An employee who
elected to participate in the Plan at July 1, 1984 (inception date) has
a vested and nonforfeitable right to his or her Employer Contribution
Account. Employees of FL Industries, Inc. hired prior to July 1, 1992
have a 100% nonforfeitable right to the amounts in their accounts
attributable to transferred contributions from the FL Industries, Inc.
Investment and Savings Plan and shall at all times have a 100%
nonforfeitable right to the amount in their Employer Contribution
accounts.
The Board of Directors of the Corporation may terminate the Plan, in
whole or in part, or permanently discontinue contributions thereunder
for any reason at any time. In the case of such termination or
permanent discontinuance of contributions thereunder, the participants
become fully vested in their accounts.
7. The Internal Revenue Service has issued a determination letter to the
effect that the Plan is a qualified plan under Section 401(a) of the
Internal Revenue Code of 1986 and is exempt from income tax under
Section 501(c). The Plan has been amended since receiving the
determination letter and a request for a new determination letter has
18
<PAGE>
been made. The Internal Revenue Service has informed the Plan
administrator that the methods for handling forfeited, non-vested
benefits should be changed to remain in compliance with sections
1.411(a)-7(d)(4) and 1.411(a)-7(d)(5) of the Internal Revenue Code.
The plan administrator and the Plan's tax counsel believe the Plan's
design, including the changes for handling forfeited, non-vested
benefits, is in compliance with the applicable requirements of the
Internal Revenue Code.
8. Under the present Federal income tax laws and regulations, participants
and their beneficiaries are not taxed at the time contributions are
made by the Corporation under the Plan, although the Corporation will
receive an immediate income tax deduction in the amount of such
contribution. All earnings of the Trust Fund, realized and unrealized,
are not taxable to any participant or his beneficiaries except upon a
distribution by the Trust Fund.
If a participant makes a withdrawal, generally the entire amount
distributed to the withdrawing participant will be taxable to him as
ordinary income. If an employee's participation in the Plan
terminates, there are a number of distribution alternatives available
depending upon age and vested account balance. To the extent that a
distribution consists of the Corporation's securities, the portion of
the distribution representing contributions to the Plan will be taxable
at the time of the distribution as ordinary income while the portion of
the distribution representing any unrealized appreciation in the value
of the Corporation's securities will not be taxable until disposition
of such shares. The participant or his beneficiaries may be able to
elect to have the ordinary income portion of the distribution taxed at
special rates which in most cases will be lower than the applicable
ordinary income tax rates. If the participating employee has not
participated in the Plan for five or more years before the year in
which his or her participation terminates, the special election will
not be available to the participant or his or her beneficiaries, except
in the case of termination due to the participant's death.
19
<PAGE>
<TABLE>
<CAPTION>
Schedule 1
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
Schedule of Investment Assets
<S> <C> <C> <C>
Identity of Issue Description Cost Fair value
Equity Securities
Thomas & Betts Corporation
common stock 81,997 shares $ 5,136,945 $ 6,047,315
Mutual Funds
Vanguard Wellington Fund 684,082 units 14,058,953 16,627,068
VMMR Federal Portfolio 25,190,737 units 25,190,737 25,190,737
Intermediate U.S. Treasury
Bond Fund 62,833 units 646,753 683,626
Vanguard Index 500 Portfolio 202,687 units 9,190,813 11,674,769
Short-Term Federal Bond Fund 134,892 units 1,378,626 1,382,639
Vanguard U.S. Growth Fund 502,318 units 8,092,840 10,222,178
International Growth Portfolio 85,466 units 1,221,697 1,283,694
Total mutual funds 26,945,012 64,917,364 73,112,026
Loan Fund
Participant loans Interest rate range
7.0% to 11.5% with
maturity date range
January 3, 1996 to
May 11, 2001
2,737,765 2,737,765
Total investments $67,655,129 $75,849,791
See accompanying independent auditors' report.
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Schedule 2
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
Reportable Transactions
Year ended December 31, 1995
<C> <C> <C>
Total
Description of Number of Purchase Selling Gain/
Security Transactions Price/Cost Price (Loss)
Purchases:
Thomas & Betts stock 117 $ 3,358,516 $ - $ -
Vanguard Wellington Fund 143 5,964,411 - -
VMMR Federal Portfolio 219 11,787,148 - -
Vanguard Index 500
Portfolio 163 5,272,340 - -
Vanguard U.S. Growth Fund 133 3,562,316 - -
$29,944,731 - -
Sales:
Thomas & Betts stock 156 $ 3,493,247 $ 3,765,068 $ 271,821
Vanguard Wellington Fund 202 3,435,773 3,717,641 281,868
VMMR Federal Portfolio 235 12,119,972 12,119,972 -
Vanguard Index 500
Portfolio 184 3,768,519 4,194,601 426,082
Vanguard U.S. Growth Fund 163 1,201,694 1,414,752 213,058
----------- ---------- ---------
$24,019,105 $25,212,034 $1,192,829
=========== =========== =========
See accompanying independent auditors' report.
</TABLE>
21
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Investment Plan Committee
Thomas & Betts Corporation
We have audited the financial statements of Thomas & Betts Corporation
Employees' Investment Plan as listed in the accompanying index. These
financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Thomas & Betts
Corporation Employees' Investment Plan at December 31, 1995, and 1994, and
the results of its operations and changes in plan equity for each of the
years in the three-year period ended December 31, 1995, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information
included in Schedules 1 and 2 is presented for purposes of additional
analysis and complying with the Department of Labor Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974 and is not a required part of the basic financial statements.
Such supplementary information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
KPMG PEAT MARWICK LLP
Memphis, Tennessee
June 5, 1996
22
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
Date: June 5,1996 By: /s/Fred R. Jones
Fred R. Jones
Vice President - Finance & Treasurer
23
<PAGE>
EXHIBIT 23
The Retirement Plans Committee
Thomas & Betts Corporation
We consent to incorporation by reference in the Registration Statement (No.
33-56789) on Form S-8 of Thomas & Betts Corporation of our report dated
June 5, 1996, relating to the statements of financial condition of Thomas &
Betts Corporation Employees' Investment Plan as of December 31, 1995, and
1994 and the related statements of income and changes in plan equity for
each of the years in the three-year period ended December 31, 1995, which
report appears in the December 31, 1995, annual report on Form 11-K of
Thomas & Betts Corporation Employees' Investment Plan.
KPMG PEAT MARWICK LLP
Memphis, Tennessee
June 24, 1996
24
