PROSPECTUS Registration No. 333-08469
Rule 424(b)(3) Prospectus
THOMAS & BETTS CORPORATION
COMMON STOCK
357,326 Shares
All of the shares of Thomas & Betts Corporation ("Thomas & Betts" or the
"Company") Common Stock, no par value per share (the "Common Stock"), offered
hereby are being sold by the holders of the Common Stock named herein under
"Selling Stockholders" (the "Selling Stockholders"). The Company will not
receive any of the proceeds of the offering.
The Selling Stockholders named herein, or any pledgees, donees,
transferees or other successors in interest, directly, through agents to be
designated from time to time, or through dealers or underwriters also to be
designated, may sell the Common Stock from time to time in one or more
transactions on the New York Stock Exchange or in the over-the-counter market
and in negotiated transactions, on terms to be determined at the time of sale.
To the extent required, the specific Common Stock to be sold, the names of
the Selling Stockholders, the respective purchase prices and public offering
prices, the names of any such agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will
be set forth in any accompanying Prospectus Supplement or, if appropriate,
a post-effective amendment to the Registration Statement of which this
Prospectus is a part. See "Plan of Distribution." By agreement, the Company
will pay all the expenses of the registration of the Common Stock by the
Selling Stockholders other than underwriting discounts and commissions and
transfer taxes, if any. Such expenses to be borne by the Company are
estimated at $23,000.
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the
Common Stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and any commissions
received by them and any profit on the resale of the Common Stock purchased by
them may be deemed underwriting commissions or discounts under the 1933 Act.
The Common Stock is listed on the NYSE under the symbol "TNB." The last
reported sale price of the Common Stock on the NYSE Composite Tape on
July 15, 1996 was $34.75 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is July 26, 1996.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there by any sale
of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 13th
Floor, Seven World Trade Center, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can be obtained by mail from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, on payment of prescribed
charges. Such reports, proxy statements and other information concerning
the Company can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
Additional information regarding the Company and the Shares is contained
in the registration statement on Form S-3 (together with all exhibits and
amendments, the "Registration Statement") filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the
Commission's rules, and the exhibits relating thereto, which have been filed
with the Commission. Copies of the Registration Statement and the exhibits
are on file at the offices of the Commission and may be obtained upon payment
of the fees prescribed by the Commission, or examined without charge at the
public reference facilities of the Commission described above.
Statements made in this Prospectus concerning the provisions of any
contract, agreement or other document referred to herein are not necessarily
complete. With respect to each such statement concerning a contract,
agreement or other document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission, reference is made to such exhibit or
other filing for a more complete description of the matter involved, and each
such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-4682) are
incorporated herein by reference.
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
3. The Company's Current Reports on Form 8-K and 8-KA filed with the
Commission on January 17, 1996 and January 22, 1996, respectively,
reporting the acquisition of Amerace Corporation by the Company,
and the Company's Current Report on Form 8-K dated February 12,
1996 reporting the Company's 1995 earnings.
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4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B which was filed on
May 2, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all of the documents incorporated herein by reference
(other than exhibits, unless such exhibits are specifically incorporated by
reference in such documents). Such documents may be obtained by writing to
Thomas & Betts Corporation, 1555 Lynnfield Road, Memphis, Tennessee 38119,
Attention: Corporate Secretary, or by calling (901) 682-7766.
THE COMPANY
Thomas & Betts designs, manufacturers and markets a broad line of
electrical and electronic connectors and components as well as other related
products for worldwide construction and original equipment manufacturer
("OEM") markets.
In North America, the Company is one of the largest manufacturers of
electrical connectors and accessories for industrial, commercial and
residential construction, renovation, and maintenance applications and is a
leading supplier of transmission poles, towers and industrial lighting
products to the utility and telecommunications industries. The Company is
also a worldwide designer and manufacturer of electronic connectors and flat
cable, which are sold primarily to OEMs in the automotive, computer, office
equipment, test equipment, instrumentation, industrial automation and
telecommunications industries. The Mechanical Products Division of Thomas &
Betts manufactures and sells, worldwide, to the HVAC/Plumbing/Refrigeration
markets with commercial/industrial heating, cooling, ventilation, and energy
recovery equipment as well as a wide range of new construction supplies.
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USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account of the
Selling Stockholders. Accordingly, the Company will not receive any of the
proceeds from the sale by the Selling Stockholders of the Common Stock.
THE SELLING STOCKHOLDERS
Alistair Gogan and Brenda Gogan acquired the 46,797 shares of Common
Stock offered hereby from the Company pursuant to a Share Purchase Agreement
dated May 8, 1996 (the "Purchase Agreement") between them and the Company,
pursuant to which the Company acquired all of the outstanding capital stock
of 1065381 Ontario, Inc. and Pilgrim Pacific, Inc. (the "Pilgrim Companies")
and the Pilgrim Companies became wholly-owned subsidiaries of the Company.
The remaining Selling Stockholders have acquired the 310,529 shares of
Common Stock offered hereby from the Company pursuant to an Agreement and
Plan of Merger dated October 17, 1995 (the "Merger Agreement") by and among
the Company, CMI Acquisition Corp., a wholly-owned subsidiary of the Company,
and Catamount Manufacturing, Inc. ("Catamount"), pursuant to which Catamount
became a wholly-owned subsidiary of the Company.
The Company may from time to time supplement or amend this Prospectus,
as required, to provide other information with respect to the Selling
Stockholders.
Except as set forth in the table below, none of the Selling Stockholders
holds any position or office with, has been employed by, or otherwise has a
material relationship with the Company, or any of its predecessors or
affiliates, other than as stockholders and creditors of the Pilgrim Companies
or Catamount, respectively. The following table sets forth certain
information regarding ownership of the Company's Common Stock by the Selling
Stockholders. None of the Selling Stockholders owns in excess of 1% of the
Common Stock and, because the Selling Stockholders may offer all or part of
the Common Stock which they hold pursuant to the offering contemplated by
this Prospectus and because their offering is not being underwritten on a
firm commitment basis, no estimate can be given as to the amount of the
Common Stock that will be held by Selling Stockholders upon termination of
this offering.
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<TABLE>
Number of Shares of Common Number of Shares
Selling Stockholder Stock Beneficially Owned Offered Hereby
<S> <C> <C>
Alistair Gogan 40,692 (1)(2) 40,692
Brenda Gogan 6,105 6,105
John B. Glode 163,420 (3) 163,420
William M. Glode 37,513 37,513
James M. Glode 32,645 32,645
Kristen Glode 33,726 33,726
Deanna Lurvey 3,537 3,537
Brenda Hawkins 3,184 3,184
Darrin Hawkins 3,537 1,592
Andrew Lurvey 1,057 1,057
Matthew Lurvey 1,057 1,057
John Lurvey 1,057 1,057
Alexandra Hawkins 1,057 476
M.T. Glode Trust 8,083 8,083
Genesee Funding, Inc. 13,876 13,876
Robert P. Davis 2,212 (2)(4) 2,212
Kathleen Hawkins 125 125
David Sinnery 111 111
John Doughty 498 (2) 498
First New England Capital L.P. 3,048 3,048
Pioneer Ventures L.P. 3,312 3,312
__________________
</TABLE>
(1) Mr. Gogan served as President of Pilgrim Companies within the past
three years.
(2) Mr. Gogan, Mr. Davis and Mr. Doughty are currently employees of the
Company or its subsidiaries.
(3) Mr. Glode served as Chief Executive Officer, Treasurer and a Director
of Catamount within the past three years.
(4) Mr. Davis served as President and Director of Catamount within the
past three years.
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PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the Common Stock offered hereby. Any or all of the
shares of Common Stock may be sold from time to time (i) to or through
underwriters or dealers, (ii) directly to one or more other purchasers,
(iii) through agents on a best-efforts basis, or (iv) through a combination
of any such methods of sale.
The shares of the Common Stock offered hereby (the "Shares") may be
sold from time to time by the Selling Stockholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one
or more exchanges or in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Shares may be sold by one or more
of the following: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated prior to the sale. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
The Selling Stockholders and any such underwriters, dealers or agents
that participate in the distribution of the Common Stock may be deemed to be
underwriters within the meaning of the Securities Act, and any profit on the
sale of the Common Stock by them and any discounts, commissions or
concessions received by them may be deemed to be underwriting discounts and
commissions under the Securities Act. The Common Stock may be sold from time
to time in one or more transactions at a fixed offering price, which may be
changed, or at varying prices determined at the time of sale or at negotiated
prices. Such prices will be determined by the Selling Stockholders or by an
agreement between the Selling Stockholders and underwriters or dealers.
Brokers or dealers acting in connection with the sale of Common Stock
contemplated by this prospectus may receive fees or commissions in connection
therewith.
At the time a particular offer of Common Stock is made, to the extent
required, a supplement to this Prospectus will be distributed which will
identify and set forth the aggregate number of shares of Common Stock being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter
for Common Stock purchased from the Selling Stockholders, any discounts,
commissions and other items constituting compensation from the Selling
Stockholders and/or the Company and any discounts, commissions or concessions
allowed or reallowed or paid to dealers, including the proposed selling price
to the public. Such supplement to this Prospectus and, if necessary, a
post-effective amendment to the Registration Statement of which this
Prospectus is a part, will be filed with the Commission to reflect the
disclosure of additional information with respect to the distribution of the
Common Stock.
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Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Common Stock may not simultaneously
engage in market making activities with respect to the Common Stock for a
period of nine business days prior to the commencement of such distribution.
In addition and without limiting the foregoing, the Selling Stockholders and
any person participating in the distribution of the Common Stock will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of the Common
Stock by the Selling Stockholders or any such other person.
In order to comply with certain states' securities laws, if applicable,
the Common Stock will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In certain states, the Common Stock may not
be sold unless it has been registered or qualified for sale in such state, or
unless an exemption from registration or qualification is available.
The Company has agreed to indemnify the Selling Stockholders and certain
other persons against certain liabilities, including liabilities arising
under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Jerry Kronenberg, Esq., Vice President - General Counsel of
the Company.
EXPERTS
The consolidated financial statements and schedules of the Company and
subsidiaries as of December 31, 1995 and January 1, 1995 and for each of the
years in the three-year period ended December 31, 1995 incorporated herein by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1995 have been audited by KPMG Peat Marwick LLP, independent
certified public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in auditing and accounting.
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