FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Registration of Securities of Certain Successor Issuers
Filed Pursuant to Section 12(b) or 12(g) of the
Securities and Exchange Act of 1934
THOMAS & BETTS CORPORATION
(Exact name of Registrant as specified in its charter)
TENNESSEE 22-1326940
State or other jurisdiction (IRS employer
of incorporation identification no.)
1555 LYNNFIELD ROAD, MEMPHIS, TENNESSEE 38119
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
COMMON STOCK NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
NONE
(Title of class)
<PAGE>
ITEM 1. GENERAL INFORMATION.
(a) Thomas & Betts Corporation (the "Registrant") is a
corporation which was organized under the laws of State of Tennessee on
February 21, 1996 under the name of Thomas & Betts Tennessee, Inc.
(b) The date on which the Registrant's fiscal year ends is the
Sunday closest to the end of the calendar year.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) The name of the predecessor of the Registrant which had
securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934 at the time of the succession is Thomas & Betts Corporation, a
New Jersey corporation (the "Predecessor"). At the time of the succession,
the Registrant changed its name to Thomas & Betts Corporation.
(b) The transaction of succession is a merger transaction in
which, effective May 2, 1996, the Predecessor merged with and into the
Registrant (the "Reincorporation"). The Reincorporation was approved by the
shareholders of the Predecessor at the Annual Meeting of Shareholders held
May 1, 1996. The purpose of the Reincorporation was to change the
Predecessor's domicile from New Jersey to Tennessee. In the
Reincorporation, (i) one share of Common Stock of the Registrant was issued
in exchange for, and in respect of, each outstanding share of the
Predecessor, (ii) one share of Common Stock of the Registrant was
substituted for each share of Common Stock of the Predecessor subject to
outstanding options or rights to acquire, (iii) the Registrant, as the
surviving corporation, assumed all of the outstanding debt securities of
the Predecessor, and (iv) the name of the Registrant was changed from
Thomas & Betts Tennessee, Inc. to Thomas & Betts Corporation.
Further information concerning the Reincorporation is contained
under the heading "Reincorporation of the Corporation in Tennessee-The
Merger" on pages 16 and 17 of the Proxy Statement, dated March 21, 1996, of
Thomas & Betts Corporation relating to the Annual Meeting of its
Shareholders held May 1, 1996, which is incorporated herein by reference
(the "Proxy Statement").
ITEM 3. SECURITIES TO BE REGISTERED.
The class of securities to which this Registration Statement
relates is the Common Stock, no par value, of the Registrant ("Common
Stock"). By virtue of the Reincorporation, effective May 2, 1996, the
Common Stock is deemed registered under Section 12(b) of the Securities
Exchange Act of 1934 (the "Act") pursuant to Rule 12g-3 promulgated by the
Securities and Exchange Commission thereunder.
The number of shares of Common Stock presently authorized is
80,000,000. The number of shares of Common Stock issued and outstanding
(as of the effective time of the Reincorporation, May 2, 1996) was
40,316,771. No issued shares are held by or for the account of the
Registrant.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The title of the class of capital stock to be registered is
Common Stock. Information concerning the Common Stock, and certain
differences between the Common Stock and the Common Stock of the
Predecessor, is contained under the heading "Reincorporation of the
Corporation in Tennessee-Certain Differences in New Jersey and Tennessee
Corporate Laws" on pages 18 through 27 of the Proxy Statement, which is
incorporated herein by reference.
The Registrant is authorized to issue 80,000,000 shares of Common
Stock, no par value per share. Holders of outstanding shares of Common
Stock are entitled to one vote per share on all matters presented to a vote
of the shareholders of the Registrant, including the election of directors.
Under the Registrant's Charter, a director may be removed by the
affirmative vote of at least 50% of the total number of votes entitled to
be cast at a special meeting of shareholders called for that purpose. The
Registrant's Charter limits the right to call a special meeting of
shareholders to the Chairman of the Board of Directors, the President, or
the Board of Directors, by a majority vote of the full Board of Directors
assuming no vacancies. Such provisions may have the effect of delaying,
deferring or preventing a change in control of the Registrant.
The holders of Common Stock are entitled to such dividends as may
be declared by the Board of Directors of the Registrant from time to time
out of legally available funds, subject to preferences that may be
applicable to any outstanding Preferred Stock of the Registrant. If the
Registrant is liquidated, the holders of Common Stock will be entitled to
receive, pro rata, the remaining assets of the Registrant after the
satisfaction of the Registrant's liabilities and any preferential
liquidation rights of any then outstanding shares of Preferred Stock of the
Registrant. The Common Stock has no preemptive or conversion rights or
other subscription rights. There are no redemption or sinking fund
provisions applicable to the Common Stock.
The Charter of the Registrant does not impose any restriction on
alienability of shares of Common Stock, and does not contain any provision
discriminating against any existing or prospective holder of Common Stock
as a result of such shareholder owning a substantial amount of securities.
There are, however, provisions of Tennessee law which could make it more
difficult for certain shareholders to engage in a business combination with
the Registrant, to sell shares of Common Stock to the Corporation or to
acquire shares of Common Stock in a tender offer transaction. See the
discussion of the Tennessee Business Combination Act, the Tennessee
Investor Protection Act, and the Tennessee Greenmail Act appearing under
the heading "Reincorporation of the Corporation in Tennessee-Certain
Differences in New Jersey and Tennessee Corporate Laws-Corporate Control
Measures" on pages 22 to 26 of the Proxy Statement.
In addition to the Common Stock, the Registrant is authorized to
issue 500,000 shares of Preferred Stock. The Registrant's Charter
authorizes the Board of Directors of the Registrant to determine, in whole
or in part, the preferences, limitations and relative rights of the
Preferred Stock as a class, and to issue shares of Preferred Stock in
series, and to fix from time to time before issuance the number of shares
to be included in each series and the designations, relative rights,
preferences and limitations of all shares of each series. The authority of
the Board of Directors with respect to each series includes, without
limitation, the determination of any or all of the following matters:
A. The number of shares constituting such series and the
designation thereof to distinguish the shares of such series from the
shares of all other series;
B. The annual dividend rate on the shares of such series and
whether such dividends shall be cumulative and, if cumulative, the date
from which dividends shall accumulate;
C. The redemption price or prices for shares of such series, if
redeemable, and the terms and conditions of such redemption;
D. The preference, if any, of shares of such series in the
event of any voluntary or involuntary liquidation, dissolution or winding
up of the corporation;
E. The voting rights, if any, of shares of such series in
addition to the voting rights prescribed by law and the terms of exercise
of such voting rights;
F. The right, if any, of shares of such series to be converted
into shares of any other series or class and the terms and conditions of
such conversion;
G. The terms or amount of any sinking fund provided for the
purchase or redemption of such series; and
H. Any other relative rights, preferences and limitations of
such series.
To the extent the Board of Directors of the Registrant exercises
the authority granted it in the Charter, the fixing of the relative rights,
preferences and limitations of shares of Preferred Stock, vis-a-vis the
Common Stock, could have the effect of modifying the rights of holders of
Common Stock. The issuance of Preferred Stock may have the effect of
delaying, deferring or preventing a change in control of the Registrant
without further action by shareholders and may adversely affect the voting
and other rights of the holders of Common Stock.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) No financial statements are filed as a part of this form
because the capital structure and balance sheet of the Registrant
immediately after the succession were substantially the same as those of
the Predecessor.
(b) The following exhibits are filed as a part of this form:
NUMBER DESCRIPTION
2 The Agreement and Plan of Merger, attached as Exhibit A to
the Articles of Merger referenced in Exhibit 3.(i), 4.1 below
3.(i), 4.1 The Charter of the Registrant and Articles of Merger of
Thomas & Betts Corporation, a New Jersey corporation with
and into Thomas & Betts Tennessee, Inc., a Tennessee
corporation amending the Charter effective May 2, 1996
3.(ii), 4.2 The Bylaws of the Registrant
4.3 Supplemental Indenture, dated May 2, 1996, relating to the
Indenture referenced as Exhibit 4.5 below
4.4 Agreement Pursuant to Item 601(b)(4)(iii) of Regulation S-K
10.1 Amendment No. 2, dated May 2, 1996, to the Credit Agreement
referenced as Exhibit 10.8 below
21 Subsidiaries of Registrant
The following exhibits are incorporated by reference in this
form:
NUMBER DESCRIPTION
1 The proxy statement of the Predecessor relating to the
annual meeting of shareholders of the Predecessor held May
1, 1996, including the Agreement and Plan of Merger attached
thereto as Exhibit A (incorporated by reference to the
definitive proxy statement of Thomas & Betts Corporation
filed pursuant to Section 14 of the Securities Exchange Act
of 1934 on March 19, 1996 (Commission File No. 1-4682))
4.5 Indenture, dated as of January 15, 1992, between the
Corporation and First Trust of New York, National
Association, as Trustee, successor trustee to Morgan
Guaranty Trust Company of New York (incorporated by
reference to Exhibit 4(a) of the Form 10-K of Thomas & Betts
Corporation for the fiscal year ended December 31, 1991
(Commission File No. 1-4682))
4.6 Specimen of the Corporation's $150,000,000 aggregate
principal amount of 6-1/2% Senior Notes due January 15, 2006
(incorporated by reference to Exhibit 4.4 of the
Registration Statement on Form S-4 of Thomas & Betts
Corporation filed February 13, 1996 (Registration No.
333-00893))
4.7 Stock Purchase Agreement between Thomas & Betts Corporation
and Vishay Intertechnology, Inc., dated July 12, 1994 (filed
as an Exhibit to the Form 8-K of Thomas & Betts Corporation
filed July 29, 1994 (Commission File No. 1-4682) and
incorporated herein by reference)
4.8 Specimen of the Corporation's $125,000,000 aggregate
principal amount of 8-1/4% Notes due January 15, 2004 (filed
as an Exhibit to the Form 10-K of Thomas & Betts Corporation
for the fiscal year ended December 31, 1991 (Commission File
No. 1-4682) and incorporated herein by reference)
4.9 Form of Distribution Agreement for Medium-Term Notes between
the Corporation and Merrill Lynch & Co., dated July 28, 1992
(filed as an Exhibit to the Form 8-K of Thomas & Betts
Corporation dated July 28, 1992 (Commission File No. 1-4682)
and incorporated herein by reference)
4.10 First Supplemental Indenture, dated as of July 28, 1992,
between the Corporation and First Trust of New York,
National Association, as Trustee, successor trustee to
Morgan Guaranty Trust Company of New York (filed as an
Exhibit to the Form 8-K of Thomas & Betts Corporation filed
July 28, 1992 (Commission File No. 1-4682) and incorporated
herein by reference)
10.2 Executive Officer Change of Control Employment Agreement
Form (filed as an Exhibit to the Form 10-K of Thomas & Betts
Corporation for the fiscal year ended December 31, 1992
(Commission File No. 1-4682) and incorporated herein by
reference)
10.3 1985 Stock Option Plan (filed as an Exhibit to the Form 10-K
of Thomas & Betts Corporation for the fiscal year ended
December 31, 1992 (Commission File No. 1-4682) and
incorporated herein by reference)
10.4 Restricted Stock Plan for Nonemployee Directors (filed as an
Exhibit to the Form 10-K of Thomas & Betts Corporation for
the fiscal year ended December 31, 1992 (Commission File No.
1-4682) and incorporated herein by reference)
10.5 1993 Management Stock Ownership Plan (filed as an Exhibit to
the Form 10-K of Thomas & Betts Corporation for the fiscal
year ended January 2, 1994 (Commission File No. 1-4682) and
incorporated herein by reference)
10.6 Thomas & Betts Corporation Executive Incentive Plan (filed
as Exhibit A to the definitive Proxy Statement of Thomas and
Betts Corporation relating to its 1994 Annual Meeting of
Shareholders and filed pursuant to Section 14 of the
Securities Exchange Act of 1934 (Commission File No. 1-4682)
and incorporated herein by reference)
10.7 Stock Purchase Agreement between Eagle Industrial Products
Corporation and the Corporation, dated November 1, 1995
regarding the purchase by the Corporation of the stock of
Amerace Corporation (filed as Exhibits to the Form 8-K,
dated January 17, 1996, and the Form 8-K/a, filed
January 22, 1996, of Thomas & Betts Corporation for the
fiscal year ended December 31, 1995 (Commission File No. 1-
4682) and incorporated herein by reference)
10.8 Credit Agreement dated as of March 29, 1995 among the
Corporation, the banks listed therein and Morgan Guaranty
Trust Company of New York, as agent (filed as an Exhibit
(under (10), material contracts) to the Form 10-K of Thomas
& Betts Corporation for the fiscal year ended December 31,
1995 (Commission File No. 1-4682) and incorporated herein by
reference), as amended by Amendment No. 1 dated as of
December 8, 1995 (filed as an Exhibit (under (10), material
contracts) to the Form 10-K of Thomas & Betts Corporation
for the fiscal year ended December 31, 1995 (Commission File
No. 1-4682) and incorporated herein by reference)
10.9 1990 Stock Option Plan (filed as an Exhibit (under (10),
material contracts) to the Form 10-K of Thomas & Betts
Corporation for the fiscal year ended December 31, 1995
(Commission File No. 1-4682) and incorporated herein by
reference)
12 Statements regarding computation of ratios (Ratio of
Earnings to Fixed Charges) (incorporated by reference to
Exhibit (12) of the Form 10-K of Thomas & Betts Corporation
for the fiscal year ended December 31, 1995 (Commission File
No. 1-4682))
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this application for
registration (or registration statement) to be signed on its behalf by the
undersigned hereunto duly authorized.
THOMAS & BETTS CORPORATION
By: /s/ T. KEVIN DUNNIGAN
T. Kevin Dunnigan, Chairman
and Chief Executive Officer
Date: May 2, 1996
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DOCUMENT DESCRIPTION
2 The Agreement and Plan of Merger, attached as Exhibit A
to the Articles of Merger (included in Exhibit 3(i),
4.1)
3(i), 4.1 The Charter of the Registrant and Articles of Merger of
Thomas & Betts Corporation, a New Jersey corporation
with and into Thomas & Betts Tennessee, Inc., a
Tennessee corporation, amending the Charter effective
May 2, 1996
3(ii), 4.2 Bylaws of Registrant
4.3 Supplemental Indenture, dated May 2, 1996, relating to
the Indenture, dated as of January 15, 1992, between
the Corporation and First Trust of New York, National
Association, as Trustee, successor trustee to Morgan
Guaranty Trust Company of New York
4.4 Agreement Pursuant to Item 601(b)(4)(iii) of Regulation
S-K
10.1 Amendment No. 2, dated May 2, 1996, to Credit Agreement
dated as of March 29, 1995 among the Corporation, the
banks listed therein and Morgan Guaranty Trust Company
of New York, as agent, as amended by Amendment No. 1
dated as of December 8, 1995
21 Subsidiaries of Registrant
EXHIBIT 3.(i), 4.1
CHARTER
OF
THOMAS & BETTS TENNESSEE, INC.
ARTICLE I.
CORPORATE NAME
The name of the corporation is Thomas & Betts Tennessee, Inc.
ARTICLE II.
INITIAL REGISTERED AGENT AND OFFICE
The initial registered agent of the corporation is C T
Corporation System, and the initial registered office of the corporation is
at 530 Gay Street, Knoxville, County of Knox, Tennessee 37902.
ARTICLE III.
INITIAL PRINCIPAL OFFICE
The initial principal office of the corporation is at 1555
Lynnfield Road, Memphis, Tennessee 38119.
ARTICLE IV.
INCORPORATORS
The incorporators are T. Kevin Dunnigan and Clyde R. Moore, 1555
Lynnfield Road, Memphis, Tennessee 38119.
ARTICLE V.
NATURE AND PURPOSES OF CORPORATION
The corporation is for profit. The purposes for which this
corporation is organized are to engage in and to do any lawful act
concerning any or all lawful business for which corporations now or at any
time hereafter may be incorporated under the Tennessee Business Corporation
Act, as amended from time to time.
ARTICLE VI.
AUTHORIZED SHARES
The corporation is authorized to issue 80,500,000 shares,
consisting of 80,000,000 shares of Common Stock, no par value, and 500,000
shares of Preferred Stock, no par value. The designations, relative
rights, preferences and limitations of the shares of each class, or the
manner in which such relative rights, preferences and limitations are
determined, are as follows:
COMMON STOCK. The Common Stock shall have full voting rights and
shall entitle the holders thereof to one vote for each share of Common
Stock held.
PREFERRED STOCK. Subject to the provisions hereof, the Board of
Directors is hereby expressly authorized to determine, in whole or in part,
the preferences, limitations and relative rights of the Preferred Stock as
a class, and to issue shares of Preferred Stock in series, and to fix from
time to time before issuance the number of shares to be included in each
series and the designations, relative rights, preferences and limitations
of all shares of each series. The authority of the Board of Directors with
respect to each series shall include, without limitation, the determination
of any or all of the following matters:
A. The number of shares constituting such series and the
designation thereof to distinguish the shares of such series from the
shares of all other series;
B. The dividend rate on the shares of such series and whether
such dividends shall be cumulative and, if cumulative, the date from which
dividends shall accumulate;
C. The redemption price or prices for shares of such series, if
redeemable, and the terms and conditions of such redemption;
D. The preference, if any, of shares of such series in the
event of any voluntary or involuntary liquidation, dissolution or winding
up of the corporation;
E. The voting rights, if any, of shares of such series in
addition to the voting rights prescribed by law and the terms of exercise
of such voting rights;
F. The right, if any, of shares of such series to be converted
into shares of any other series or class and the terms and conditions of
such conversion;
G. The terms or amount of any sinking fund provided for the
purchase or redemption of such series; and
H. Any other relative rights, preferences and limitations of
such series.
The shares of each series may vary from the shares of any other
series as to any of such matters.
ARTICLE VII.
MANAGEMENT OF THE CORPORATION
The property, affairs, and business of the corporation shall be
managed by a Board of Directors which shall exercise all the powers of the
corporation without action by the shareholders, except as otherwise
expressly provided by statute or by this Charter or by the Bylaws.
The Board of Directors may make Bylaws, and, from time to time,
may alter, amend or repeal any Bylaws; but any Bylaw made, altered or
amended by the Board of Directors may be altered, amended or repealed by
the shareholders at any annual meeting or at any special meeting provided
notice of such proposed alteration, amendment or repeal is included in the
notice of meeting.
In discharging the duties of a director and in determining what
the director reasonably believes to be in the best interests of the
corporation, a director may, in addition to considering the effects of any
action on shareholders and to the maximum extent permitted by law, consider
any relevant factor. Without limiting the generality of the foregoing, the
Board of Directors of the corporation may consider the effects a proposed
merger, exchange, tender offer or significant disposition of the assets of
the corporation or any of the corporation's subsidiaries would have on the
corporation's employees, customers, suppliers, and the communities in which
the corporation or its subsidiaries operate or are located, and the long-
term as well as the short-term interests of the corporation and its
shareholders, including the possibility that these interests may best be
served by the continued independence of the corporation, in connection with
its deliberations concerning, and actions taken with respect to, such
merger, exchange, tender offer or significant disposition of assets.
ARTICLE VIII.
LIMITATION OF DIRECTOR LIABILITY
No person who is or was a director of the corporation, or such
person's heirs, executors or administrators, shall be personally liable to
the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that this provision shall
not eliminate or limit the liability of any such party (i) for any breach
of a director's duty of loyalty to the corporation or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or (iii) for unlawful
distributions under the Tennessee Business Corporation Act. Any repeal or
modification of the provisions of this Article VIII, directly or by the
adoption of an inconsistent provision of this Charter, shall not adversely
affect any right or protection in favor of a particular individual at the
time of such repeal or modification.
ARTICLE IX.
SPECIAL MEETING OF SHAREHOLDERS
A special meeting of shareholders may be called at any time by
the Chairman of the Board of Directors or by the President or by the Board
of Directors pursuant to a resolution adopted by a majority of the total
number of directors which the corporation would have at the time of the
adoption of such resolution if there were no vacancies, and by no other
person or persons.
ARTICLE X.
REMOVAL OF DIRECTORS AND FILLING OF VACANCIES
Any director may be removed, either with or without cause, at any
time, by the affirmative vote of at least 50% of the total number of votes
entitled to be cast at a special meeting of shareholders called for that
purpose.
Any director may be removed for cause, at any time, by a majority
vote of the entire Board of Directors at a meeting called for that purpose,
the notice of meeting for which states that a purpose of the meeting is the
removal of a director.
Any vacancy in the Board of Directors arising at any time and for
any cause, may be filled by the vote of a majority of the directors
remaining in office. Any vacancy not filled by the Board of Directors may
be filled by the shareholders at an annual meeting or at a special meeting
of shareholders called for that purpose.
Dated: February 20, 1996
/S/ T. KEVIN DUNNIGAN
T. Kevin Dunnigan, Incorporator
/S/ CLYDE R. MOORE
Clyde R. Moore, Incorporator
<PAGE>
ARTICLES OF MERGER OF
THOMAS & BETTS CORPORATION, A NEW JERSEY CORPORATION
WITH AND INTO
THOMAS & BETTS TENNESSEE, INC., A TENNESSEE
CORPORATION
TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:
Pursuant to the provisions of Section 48-21-102 of the Tennessee Code
Annotated, the undersigned corporation adopts the following Articles of
Merger for the purpose of merging into a single corporation:
1. The Agreement and Plan of Merger is attached hereto as Appendix "A"
and incorporated herein by reference.
2. As to Thomas & Betts Tennessee, Inc., the surviving corporation to the
merger, the Agreement and Plan of Merger was duly adopted and approved
by the board of directors by unanimous consent effective March 11,
1996 and by its sole shareholder, on April 18, 1996.
3. As to Thomas & Betts Corporation, the Agreement and Plan of Merger and
performance of its terms were duly authorized by all action required
by the laws under which it was organized and by its certificate of
incorporation. The Agreement and Plan of Merger was approved by the
board of directors at a meeting duly called and held on February 7,
1996, and by the requisite vote of the shareholders pursuant to the
New Jersey Business Corporation Act on May 1, 1996.
4. The merger shall be effective upon the filing of these Articles of
Merger with the Secretary of State of the State of Tennessee and the
filing of the certificate of merger with the Secretary of State of New
Jersey in accordance with the New Jersey Business Corporation Act.
5. Pursuant to the Agreement and Plan of Merger, at the effective time of
the merger, the Charter of Thomas & Betts Tennessee, Inc., the
surviving corporation, shall be amended to change its name to Thomas &
Betts Corporation.
IN WITNESS WHEREOF, the undersigned have caused this document to be
executed as of the 1st day of May 1996.
THOMAS & BETTS CORPORATION THOMAS & BETTS TENNESSEE, INC.
By: /s/ T. KEVIN DUNNIGAN By: /s/ T. KEVIN DUNNIGAN
T. Kevin Dunnigan, Chairman T. Kevin Dunnigan, Chairman
and Chief Executive Officer and Chief Executive Officer
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER dated March 11, 1996 (the
"Agreement"), is entered into between THOMAS & BETTS CORPORATION, a New
Jersey corporation ("T&B New Jersey") and THOMAS & BETTS TENNESSEE, INC., a
Tennessee corporation ("T&B Tennessee").
Recitals
A. T&B New Jersey has an aggregate authorized capital of 80,000,000
shares of Common Stock, par value $.50 per share (the "New Jersey Common
Stock"), and 500,000 shares of Preferred Stock, no par value.
B. T&B Tennessee has an aggregate authorized capital stock of
80,000,000 shares of Common Stock, no par value (the "Tennessee Common
Stock"), of which 100 shares of Tennessee Common Stock were duly issued to
T&B New Jersey and are now outstanding, and 500,000 shares of Preferred
Stock, no par value, of which no shares have been issued.
C. The respective Boards of Directors of T&B New Jersey and T&B
Tennessee believe that the best interests of T&B New Jersey and T&B
Tennessee and their respective shareholders will be served by the merger of
T&B New Jersey with and into T&B Tennessee under and pursuant to the
provisions of this Agreement, the New Jersey Business Corporation Act and
the Tennessee Business Corporation Act.
NOW, THEREFORE, in consideration of the Recitals and the mutual
agreements and undertakings herein contained, the parties hereby agree as
follows:
1. MERGER. The names of the corporations planning to merge are
Thomas & Betts Corporation and Thomas & Betts Tennessee, Inc. T&B New
Jersey shall be merged with and into T&B Tennessee (the "Merger").
2. EFFECTIVE TIME. The Merger shall become effective
immediately upon the filing of a certificate of merger with the
Secretary of State of New Jersey in accordance with the New Jersey
Business Corporation Act and the filing of articles of merger with the
Secretary of State of Tennessee in accordance with the Tennessee
Business Corporation Act. The time of such effectiveness is
hereinafter called the "Effective Time."
3. SURVIVING CORPORATION. T&B Tennessee shall be the surviving
corporation of the Merger (the "Surviving Corporation") and shall
continue to be governed by the laws of the State of Tennessee. At the
Effective Time, the separate corporate existence of T&B New Jersey
shall cease.
4. NAME OF SURVIVING CORPORATION. At the Effective Time,
Article I of the Charter of T&B Tennessee shall automatically by
virtue of the Merger be amended to change the name of T&B Tennessee to
Thomas & Betts Corporation. As so amended, the text of Article I of
the Charter of T&B Tennessee shall read in its entirety as follows:
The name of the corporation is Thomas & Betts Corporation.
5. CHARTER. Except as provided in Section 4, the Charter of
T&B Tennessee as it exists at the Effective Time shall be the Charter
of the Surviving Corporation following the Effective Time until the
same shall thereafter be amended or repealed in accordance with the
laws of the State of Tennessee.
6. BYLAWS. The Bylaws of T&B Tennessee as they exist at the
Effective Time shall be the Bylaws of the Surviving Corporation
following the Effective Time, unless and until the same shall be
amended or repealed in accordance with the provisions thereof and the
laws of the State of Tennessee.
7. BOARD OF DIRECTORS AND OFFICERS. The members of the Board
of Directors and the officers of T&B New Jersey immediately prior to
the Effective Time shall be the members of the Board of Directors and
the officers, respectively, of the Surviving Corporation following the
Effective Time, and such persons shall serve in such offices for the
terms provided by law or in the Bylaws, or until their respective
successors are elected and qualified.
8. RETIREMENT OF OUTSTANDING TENNESSEE COMMON STOCK. At the
Effective Time, each of the 100 shares of the Tennessee Common Stock
issued and outstanding immediately prior to the Effective Time shall,
by virtue of the Merger, be retired and canceled and returned to the
status of authorized but unissued shares, and no shares of Tennessee
Common Stock or other securities of the Surviving Corporation shall be
issued in respect thereof.
9. CONVERSION OF OUTSTANDING NEW JERSEY COMMON STOCK. At the
Effective Time, each issued and outstanding share of New Jersey Common
Stock and all rights in respect thereof shall be converted into one
fully-paid and nonassessable share of Tennessee Common Stock, and each
certificate representing shares of New Jersey Common Stock shall
automatically by virtue of the Merger for all purposes be deemed to
evidence the ownership of the same number of shares of Tennessee
Common Stock as are set forth in such certificate. After the
Effective Time, each holder of an outstanding certificate which,
immediately prior to the Effective Time, represented shares of New
Jersey Common Stock may (but will not be required to) surrender the
same to the Surviving Corporation's registrar and transfer agent for
cancellation, and each such holder shall be entitled to receive in
exchange therefor a certificate(s) evidencing the ownership of the
same number of shares of Tennessee Common Stock as are represented by
the certificate(s) so surrendered to the Surviving Corporation's
registrar and transfer agent.
10. CANCELLATION OF NEW JERSEY COMMON STOCK HELD IN TREASURY.
Shares of New Jersey Common Stock that have been issued and are held
in treasury by T&B New Jersey immediately prior to the Effective Time
shall automatically by virtue of the Merger be canceled at the
Effective Time, and no shares of Tennessee Common Stock or other
securities of the Surviving Corporation shall be issued in respect
thereof.
11. STOCK OPTIONS, ETC. At the Effective Time, each stock
option and other right to subscribe for, purchase or receive shares of
New Jersey Common Stock shall automatically by virtue of the Merger be
converted into a stock option or other right to subscribe for,
purchase or receive, on the same terms and conditions, the same number
of shares of Tennessee Common Stock, and each certificate, agreement,
note or other document representing such stock option or other right
to subscribe for, purchase or receive shares of New Jersey Common
Stock shall for all purposes be deemed to evidence the ownership of a
stock option or other right to subscribe for, purchase or receive
shares of Tennessee Common Stock.
12. RIGHTS AND LIABILITIES OF THE SURVIVING CORPORATION. At and
after the Effective Time, and all in the manner of and as more fully
set forth in the Tennessee Business Corporation Act and the New Jersey
Business Corporation Act, the title to all real estate and other
property, or any interest therein, owned by each of T&B New Jersey and
T&B Tennessee shall be vested in the Surviving Corporation without
reversion or impairment; the Surviving Corporation shall succeed to
and possess, without further act or deed, all estates, rights,
privileges, powers, and franchises, both public and private, and all
of the property, real, personal and mixed, of each of T&B New Jersey
and T&B Tennessee without reversion or impairment; the Surviving
Corporation shall thenceforth be responsible and liable for all the
liabilities and obligations of each of T&B New Jersey and T&B
Tennessee; any claim existing or action or proceeding pending by or
against T&B New Jersey or T&B Tennessee may be continued as if the
Merger did not occur or the Surviving Corporation may be substituted
for T&B New Jersey in the proceeding; neither the rights of creditors
nor any liens upon, or security interests in, the property of T&B New
Jersey or T&B Tennessee shall be impaired by the Merger; and the
Surviving Corporation shall indemnify and hold harmless the officers
and directors of each of the parties hereto against all such debts,
liabilities and duties and against all claims and demands arising out
of the Merger.
13. CONDITION; TERMINATION. Consummation of the Merger shall be
subject to the receipt of the approval of this Agreement by the
shareholders of T&B New Jersey and T&B Tennessee in accordance with
the New Jersey Business Corporation Act and the Tennessee Business
Corporation Act, respectively. This Agreement may be terminated and
abandoned by action of either the Board of Directors of T&B New Jersey
or the Board of Directors of T&B Tennessee at any time prior to the
Effective Time, whether before or after approval by the shareholders
of either or both of the parties hereto.
14. AMENDMENT. The Boards of Directors of the parties hereto
may amend this Agreement at any time prior to the Effective Time;
provided that an amendment made subsequent to the approval of this
Agreement by the shareholders of either of the parties hereto shall
not: (a) change the amount or kind of shares, securities, cash,
property or rights to be received in exchange for or on conversion of
all or any of the shares of the parties hereto, (b) change any term of
the Charter of T&B Tennessee, or (c) change any other terms or
conditions of this Agreement if such change would adversely affect the
holders of any capital stock of either party hereto.
15. GOVERNING LAW; SEVERABILITY. This Agreement shall in all
respects be construed, interpreted and enforced in accordance with and
governed by the laws of the State of Tennessee. If any one or more of
the provisions contained in this Agreement shall be invalid, illegal
or unenforceable for any reason, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Agreement, which shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
IN WITNESS WHEREOF, each of the parties hereto, pursuant to authority
duly granted by their respective Board of Directors, has caused this Plan
and Agreement of Merger to be executed, respectively, by its Chairman and
Chief Executive Officer.
THOMAS & BETTS CORPORATION,
a New Jersey corporation
By: /s/ T. KEVIN DUNNIGAN
T. Kevin Dunnigan, Chairman
and Chief Executive Officer
THOMAS & BETTS TENNESSEE, INC.,
a Tennessee corporation
By: /s/ T. KEVIN DUNNIGAN
T. Kevin Dunnigan, Chairman
and Chief Executive Officer
<PAGE>
EXHIBIT 3.(ii), 4.2
BYLAWS
OF
THOMAS & BETTS CORPORATION
As Adopted by the Board of Directors on
March 11, 1996
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE 1
MEETINGS OF SHAREHOLDERS
Section 1. ANNUAL MEETING............................ 1
Section 2. SPECIAL MEETINGS.......................... 1
Section 3. PLACE OF MEETINGS......................... 1
Section 4. NOTICE OF MEETINGS........................ 1
Section 5. QUORUM; ADJOURNMENT....................... 1
Section 6. ORGANIZATION.............................. 2
Section 7. VOTING.................................... 2
Section 8. SHAREHOLDER LISTS......................... 2
Section 9. NOTICE OF BUSINESS AND NOMINATIONS........ 2
A. ANNUAL MEETINGS OF SHAREHOLDERS................ 2
B. SPECIAL MEETINGS OF SHAREHOLDERS............... 4
C. GENERAL........................................ 4
Section 10. INSPECTORS OF ELECTIONS................... 5
ARTICLE 2
BOARD OF DIRECTORS
Section 1. GENERAL POWERS............................ 5
Section 2. NUMBER, ELECTION AND TERM OF OFFICE....... 5
Section 3. MEETINGS.................................. 6
Section 4. PLACE OF MEETING.......................... 6
Section 5. NOTICE OF MEETINGS........................ 6
Section 6. QUORUM AND MANNER OF ACTION............... 6
Section 7. ORGANIZATION.............................. 7
Section 8. RESIGNATIONS.............................. 7
Section 9. REMOVAL OF DIRECTORS...................... 7
Section 10. VACANCIES................................. 7
Section 11. COMPENSATION.............................. 7
Section 12. INCREASING NUMBER OF DIRECTORS............ 7
ARTICLE 3
EXECUTIVE AND OTHER COMMITTEES
Section 1. EXECUTIVE COMMITTEE, GENERAL POWERS ANDMEMBERSHIP
8
Section 2. PROCEDURE................................. 8
Section 3. OTHER COMMITTEES.......................... 8
ARTICLE 4
OFFICERS
Section 1. ELECTION, TERM OF OFFICE AND QUALIFICATIONS 9
Section 2. REMOVAL................................... 9
Section 3. RESIGNATIONS.............................. 9
Section 4. VACANCIES................................. 9
Section 5. CHAIRMAN OF THE BOARD OF DIRECTORS........ 9
Section 6. PRESIDENT................................. 10
Section 7. CHIEF EXECUTIVE OFFICER................... 10
Section 8. SECRETARY................................. 10
Section 9. TREASURER................................. 10
ARTICLE 5
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. RIGHT TO INDEMNIFICATION.................. 11
Section 2. RIGHT OF CLAIMANT TO BRING SUIT........... 11
Section 3. NON-EXCLUSIVITY OF RIGHTS; CONTINUATIONOF RIGHTS
12
Section 4. INSURANCE................................. 12
ARTICLE 6
EXECUTION OF INSTRUMENTS, ETC.
Section 1. CONTRACTS, ETC.. HOW EXECUTED............. 13
Section 2. DEPOSITS.................................. 13
Section 3. CHECKS, DRAFTS, ETC....................... 13
ARTICLE 7
SHARES AND THEIR TRANSFER: SHAREHOLDER RECORDS
Section 1. CERTIFICATES OF STOCK..................... 13
Section 2. TRANSFER OF SHARES........................ 14
Section 3. CLOSING OF TRANSFER BOOKS; RECORD DATE.... 14
Section 4. LOST AND DESTROYED CERTIFICATES........... 14
Section 5. REGULATIONS............................... 14
Section 6. EXAMINATION OF SHAREHOLDER LIST........... 15
ARTICLE 8
NOTICE
Section 1. WAIVER OF NOTICE.......................... 15
ARTICLE 9
MISCELLANEOUS
Section 1. FISCAL YEAR............................... 15
Section 2. SEAL...................................... 15
ARTICLE 10
AMENDMENTS
Section 1................................................ 16
<PAGE>
BYLAWS
ARTICLE 1
MEETINGS OF SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of shareholders for
the election of directors and for the transaction of such other business as
may properly come before said meeting shall be held on a day during the
period from April 15 to May 15, or on any other day, and at a time
determined by the Board of Directors.
Section 2. SPECIAL MEETINGS. Except as otherwise required by law,
a special meeting of shareholders may be called at any time by the Chairman
of the Board of Directors or by the President or by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of
directors which the Corporation would have at the time of the adoption of
such resolution if there were no vacancies (the "Whole Board") and by no
other person or persons.
Section 3. PLACE OF MEETINGS. All meetings of shareholders shall
be held at the principal office of the Corporation in the State of
Tennessee, or at other places in or outside of such State as may be
designated by the Board of Directors and specified in the notice of
meeting.
Section 4. NOTICE OF MEETINGS. Notice of each meeting stating the
purpose or purposes for which the meeting is called and the time when and
the place where it is to be held, shall be served upon each shareholder of
record entitled to vote at such meeting, either personally or by mailing
such notice to him or her, not less than 10 days nor more than two months
before the time fixed for such meeting. If mailed, it shall be directed to
a shareholder at his or her address as it appears on the shareholder list.
Any previously scheduled meeting of the shareholders may be postponed by
resolution of the Board of Directors upon public notice given prior to the
date previously scheduled for such meeting of shareholders.
Section 5. QUORUM; ADJOURNMENT. Except as otherwise provided by
law or by the Charter, at each meeting of shareholders, the holders of
record of a majority of the total number of the shares of capital stock
entitled to vote must be present in person or by proxy to constitute a
quorum for the transaction of business. Whether or not there is a quorum at
any meeting, the shareholders present and entitled to cast a majority of
the votes thereat or the Chairman of the meeting may adjourn and readjourn
the meeting from time to time. At any such adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 6. ORGANIZATION. At every meeting of the shareholders,
the Chairman of the Board of Directors, or, in his or her absence, the
President, or, in his or her absence, a Vice President designated by the
President or, in the absence of such designation, a chairman designated by
the Board of Directors, shall act as Chairman. The Secretary or the
Assistant Secretary or such officer of the Corporation designated by the
chairman shall act as secretary of each meeting of the shareholders.
Section 7. VOTING. Each shareholder of record present shall be
entitled at each meeting of shareholders to such number of votes as shall
be prescribed by the Charter for the shares of capital stock recorded in
his or her name in the shareholder records of the Corporation
(a) at the record date fixed as provided in Section 3 of
Article VII, or
(b) if no such record date shall have been fixed, then at
the close of business on the eleventh day before the
day of such meeting.
The voting at any meeting of shareholders need not be by ballot,
unless specifically required by law or requested by a qualified voter
present in person or by proxy.
Except to the extent permitted under the Tennessee Business
Corporation Act, shares of the Corporation's capital stock shall not be
entitled to vote if such shares are owned, directly or indirectly, by
another corporation of which the Corporation owns, directly or indirectly,
a majority of the shares entitled to vote for directors of such
corporation. Notwithstanding, the foregoing shall not limit the power of
the Corporation to vote any shares, including its own shares, held by it in
a fiduciary capacity.
Section 8. SHAREHOLDER LISTS. The Transfer Agent or the
Secretary, or such other officer as may be designated by the Board of
Directors, shall make a full, true and complete list, in alphabetical
order, of all shareholders entitled to vote at each annual or special
meeting of shareholders, and the address and the number of shares of
capital stock held by each. The Board of Directors shall produce such list
at the time and place of the meeting, to remain there during the meeting.
Such list shall be the only evidence as to who are the shareholders
entitled to vote at the meeting.
Section 9. NOTICE OF BUSINESS AND NOMINATIONS.
A. ANNUAL MEETINGS OF SHAREHOLDERS.
[1] Nominations of persons for election to the Board of
Directors of the Corporation and any proposal of business to be
considered by the shareholders may be made at an annual meeting of
shareholders only (a) pursuant to the Corporation's notice of meeting,
(b) by or at the direction of the Board of Directors or (c) by any
shareholder of the Corporation who was a shareholder of record at the
time of giving of notice provided for in this Section, who is entitled
to vote at the meeting and who complied with the notice procedures set
forth in this Section.
[2] For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to clause
(c) of paragraph (A) (1) of this Section, the shareholder must have
given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered
to the Secretary at the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, how-
ever, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the shareholder to be timely must be
so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the
60th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first
made.
Such shareholder's notice shall set forth (a) as to each person
whom the shareholder proposes to nominate for election or reelection
as a director all information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected);
(b) as to any other business that the shareholder proposes to bring
before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business
at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the
proposal is made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder, as such
name and address appear in the Corporation's shareholder records, and
of such beneficial owner and (ii) the class and number of shares of
the Corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.
[3] Notwithstanding anything in the second sentence of
paragraph (A) (2) of this Section to the contrary, in the event that
the number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement naming
all of the nominees for director or specifying the size of the
increased Board of Directors made by the Corporation at least 70 days
prior to the first anniversary of the preceding year's annual meeting,
a shareholder's notice required by this Section shall also be
considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not
later than the close of business on the 10th day following the day on
which such public announcement is first made by the Corporation.
B. SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special
meeting of shareholders at which directors are to be elected pursuant to
the notice of meeting (a) by or at the direction of the Board of Directors
or (b) by any shareholder of the Corporation who is a shareholder of record
at the time of giving of notice provided for in this Section, who shall be
entitled to vote at the meeting and who complies with the notice procedures
set forth in this Section. Nominations by shareholders of persons for
election to the Board of Directors may be made at such a special meeting of
shareholders if the shareholder's notice required by paragraph (A) (2) of
this Section shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the 90th day prior to such
special meeting and not later than the close of business on the later of
the 60th day prior to such special meeting or the 10th day following the
day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.
C. GENERAL.
[1] Only such persons who are nominated in accordance with
the procedures set forth in this Section shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section. Except as
otherwise provided by law, the Chairman of the meeting shall have the
power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance with
the procedures set forth in this Section and, if any proposed
nomination or business is not in compliance with this Section, to
declare that such defective proposal or nomination shall be
disregarded.
[2] For purposes of this Section, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or
in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15 (d) of the
Exchange Act.
[3] Notwithstanding the foregoing provisions of this
Section, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section.
Nothing in this Section shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Section 10. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS.
The Board of Directors by resolution shall appoint one or more inspectors,
which inspector or inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as
officers, employees, agents or representatives of the Corporation, to act
at the meeting and make a written report thereof. One or more persons may
be designated as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate has been appointed to act or is able to
act at a meeting of shareholders, the chairman of the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector, before
discharging his or her duties, shall take and sign an oath or affirmation
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability.
The chairman of the meeting shall fix and announce at the meeting
the date and time of the opening and the closing of the polls for each
matter upon which the shareholders will vote at a meeting.
ARTICLE 2
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business of the Corporation, except
as otherwise expressly provided by law or by the Charter, shall be managed
by the Board of Directors.
Section 2. NUMBER, ELECTION AND TERM OF OFFICE. A Board of
Directors of not less than seven nor more than fifteen members as may be
determined by the Board of Directors at a meeting held prior to the annual
meeting shall be elected at the annual meeting of shareholders. The number
of directors to be elected shall be stated in the notice of the meeting.
Subject to such limitation, the persons receiving the greatest number of
votes shall be the directors and they shall hold office until the next
annual meeting and until their successors shall have been elected and
qualified, or until death, resignation, disqualification or removal. Each
director shall within one month's time of his or her election and so long
as he or she shall continue to be a director, be a bona fide holder of at
least one share of the Common Stock of the Corporation.
Section 3. MEETINGS. The Board of Directors shall hold regular
meetings on such days and at such hours as may be fixed by the Board of
Directors from time to time, except that a regular meeting shall be held as
soon as practicable after the adjournment of the annual meeting of the
shareholders at which such Board of Directors shall have been elected, for
the purpose of organization, the election of officers and the transaction
of such other business as may properly come before the meeting.
Special meetings shall be held whenever called by the Chairman of
the Board of Directors or by the President or any two directors.
Section 4. PLACE OF MEETING. Meetings of the Board of Directors
shall be held at the principal office of the Corporation or at such other
place as the Board of Directors may from time to time determine.
Section 5. NOTICE OF MEETINGS. Notice need not be given for
regular Board of Directors meetings, the dates, times, and places of which
have been fixed by the Board of Directors in advance for the calendar year.
Notice of a special meeting or of a change in the date, time, or place of
holding a regular Board of Directors meeting shall be communicated (i) in
writing to each director at the director's residence or usual place of
business, or at such other address as the director may have designated in a
written request filed with the Secretary, at least five days before the day
on which the meeting is to be held, or (ii) orally, in person or by
telephone, at least 24 hours before the time at which the meeting is to be
held. Notice of any meeting of the Board of Directors may be waived in
writing by any director either before or after the time of such meeting;
and at any meeting at which every director shall be present, even though
without any notice, any business may be transacted.
Section 6. QUORUM AND MANNER OF ACTION. A majority of the total
number of directors shall be present in person or by telephone at any
meeting of the Board of Directors in order to constitute a quorum for the
transaction of business thereat. Whether or not there is a quorum at any
meeting, a majority of the directors who are present may adjourn and
readjourn any meeting from time to time to a day and hour certain.
Section 7. ORGANIZATION. At every meeting of the Board of
Directors, the Chairman of the Board of Directors, or, in his or her
absence, the President, or, in his or her absence, a chairman chosen by a
majority of the directors present, shall preside. The Secretary of the
Corporation shall act as secretary of the meetings of the Board of
Directors. At any meeting of the Board of Directors, in the absence of the
Secretary, the chairman of such meeting shall appoint a person to act as
secretary of the meeting.
Section 8. RESIGNATIONS. Any director may resign at any time by
giving written notice to the Chairman of the Board of Directors or to the
President or to the Secretary of the Corporation or to the Board of
Directors. Such resignation shall take effect at the time specified therein
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 9. REMOVAL OF DIRECTORS. Any director may be removed,
either with or without cause, at any time, by the affirmative vote of at
least 50% of the total number of votes entitled to be cast at a special
meeting of shareholders called for that purpose. Any director may be
removed for cause, at any time, by a majority vote of the entire Board of
Directors at a meeting called for that purpose, the notice of meeting for
which states that a purpose of the meeting is the removal of a director.
Section 10. VACANCIES. Any vacancy in the Board of Directors
arising at any time and for any cause, may be filled by the vote of a
majority of the directors remaining in office. Any vacancy not filled by
the Board of Directors may be filled by the shareholders at an annual
meeting or at a special meeting of shareholders called for that purpose.
Section 11. COMPENSATION. The Board of Directors, by the
affirmative vote of a majority of directors in office and irrespective of
any personal interest of any of them, shall have the authority to establish
reasonable compensation, including reimbursement of expenses, of directors
for services to the Corporation as directors, officers or otherwise.
Nothing herein contained shall be construed to preclude any director from
serving in any other capacity or receiving compensation for such service.
Section 12. INCREASING NUMBER OF DIRECTORS. The Board of Directors
shall have power at any time when the shareholders as such are not
assembled in a meeting, regular or special, to increase the number of
directors elected by the shareholders and forthwith to fill such position
or positions by the election of one or more directors, to hold office until
the next annual meeting of shareholders, and until his, her or their
successor or successors are elected and qualified.
ARTICLE 3
EXECUTIVE AND OTHER COMMITTEES
Section 1. EXECUTIVE COMMITTEE, GENERAL POWERS AND MEMBERSHIP.
From time to time, the Board of Directors may, by a majority of the Whole
Board, appoint from its members an Executive Committee consisting of at
least three members of the Board of Directors, a majority of whom shall not
be employees of the Corporation, and the Committee shall meet at the call
of the Chairman, or, in the absence of the Chairman, at the call of any
member of such committee, to act for the Board of Directors, to the extent
permitted by law, in any situation in which action of the Board of
Directors is required and it is not practicable to have a meeting of the
Board of Directors. The Executive Committee shall have and may exercise all
the powers of the Board of Directors except the power to authorize or
approve distributions or reacquisition of shares, except according to a
formula or method prescribed by the Board of Directors, the power to
appoint or remove a member of the Executive Committee or other committee,
the power to fill vacancies in the Board of Directors, the power to remove
an officer appointed by the Board of Directors, the power to amend or
repeal these Bylaws and the power to authorize or approve the issuance or
sale or contract for sale of shares, or to determine the designation and
relative rights, preferences, and limitations of a class or series of
shares, except as authorized by the Board of Directors within limits
specifically prescribed by the Board of Directors. All actions of the
Executive Committee shall be reported to the Board of Directors at its
meeting next succeeding such action and, insofar as the rights of third
parties shall not be affected thereby, shall be subject to revision and
alteration by the Board of Directors.
All members of the Board of Directors not appointed to the
Executive Committee may be authorized by appropriate action of the Board of
Directors to attend the meetings of the Executive Committee as observers
but without any right to vote at such meetings and shall be entitled to
receive such fees as shall be fixed by the Board of Directors.
Section 2. PROCEDURE. The Executive Committee shall fix its own
rules of procedure and shall meet where and as provided by such rules or by
resolution of the Board of Directors. The presence in person or by
telephone of a majority shall be necessary to constitute a quorum and in
every case the affirmative vote of a majority of all members of the
committee shall be necessary.
Section 3. OTHER COMMITTEES. From time to time, the Board of
Directors, by resolution adopted by a majority vote of the Whole Board, may
appoint any other committee or committees for any purpose or purposes with
such powers as shall be specified in the resolution of appointment and
permitted by law.
ARTICLE 4
OFFICERS
Section 1. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Board
of Directors shall elect a President, a Secretary and a Treasurer and it
may elect a Chairman of the Board of Directors, one or more Vice Presidents
and such other officers as it may deem necessary from time to time, with
such authority and such duties as may be prescribed by the Board of
Directors from time to time. Subject to the provisions of Section 2 and
Section 3 of this Article each elected officer shall hold office until the
next annual election and until his or her successor is chosen and
qualified. Divisional officers, who shall not be officers of the
Corporation, may be appointed by the Chief Executive Officer to perform
such duties as may be assigned from time to time by the Chief Executive
Officer.
The same person, whether an officer of the Corporation or a
divisional officer, may hold more than one office, so far as permitted by
law, except the offices of president and secretary, and exercise and
perform the powers and duties thereof.
Section 2. REMOVAL. Any officer may be removed, either with or
without cause, at any time, by resolution adopted by a majority of the
Whole Board, at any meeting of the Board of Directors, or by any committee
or officer upon whom such power of removal shall have been conferred by
resolution adopted by a majority of the Whole Board.
Section 3. RESIGNATIONS. Any officer may resign at any time by
giving written notice to the Chairman of the Board of Directors or to the
President or to the Secretary or to the Board of Directors. Any such
resignation shall take effect at the time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 4. VACANCIES. A vacancy in any office arising from any
cause may be filled for the unexpired portion of the term in the manner
prescribed in these Bylaws for election to such elective office.
Section 5. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors shall preside at all shareholders' meetings and
meetings of the Board of Directors. He or she shall perform such additional
duties and possess such additional powers as from time to time shall be
prescribed for him or her by the Board of Directors.
Section 6. PRESIDENT. The President shall perform such duties and
possess such powers as from time to time shall be prescribed for him or her
by the Board of Directors. In the absence of the Chairman of the Board of
Directors he or she shall perform the duties and possess the powers of the
Chairman of the Board of Directors.
Section 7. CHIEF EXECUTIVE OFFICER. The Board of Directors may
from time to time designate either the Chairman of the Board of Directors
or the President as the Chief Executive Officer of the Corporation to be in
general charge of the business of the Corporation in all its departments.
This shall require the affirmative vote of a majority of the Whole Board
given at any meeting.
Section 8. SECRETARY. The Secretary hall:
A. keep the minutes of all meetings of the shareholders and of
the Board of Directors, and of any committee of the Board of Directors to
which a secretary shall not have been appointed, in books to be kept for
the purpose;
B. see that all notices are duly given in accordance with these
Bylaws or as required by law;
C. be custodian of the records (other than financial) and have
charge of the seal of the Corporation and see that it is used upon all
papers or documents whose execution on behalf of the Corporation under its
seal is required by law or duly authorized in accordance with these Bylaws;
and
D. in general, perform all duties incident to the office of the
Secretary and such other duties as from time to time may be assigned by the
Board of Directors or by the Chairman of the Board of Directors or by the
President or by any committee thereunto authorized.
Section 9. TREASURER. The Treasurer shall:
A. have charge and custody of, and be responsible for, all
funds and securities of the Corporation; and
B. in general, perform all the duties incident to the office of
Treasurer, and such other duties as from time to time may be assigned by
the Chairman of the Board of Directors or by the President or by the Board
of Directors or by any committee thereunto authorized.
ARTICLE 5
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 Tennessee 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 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 Tennessee 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 days 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 Tennessee 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 Tennessee 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 Charter, Bylaw,
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 Tennessee 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 Tennessee Business Corporation
Act.
ARTICLE 6
EXECUTION OF INSTRUMENTS, ETC.
Section 1. CONTRACTS, ETC.. HOW EXECUTED. All contracts and other
corporate instruments shall be executed in the name of and in behalf of the
Corporation and delivered by the Chairman of the Board of Directors, the
President, the President of a division of the Corporation, any Vice
President or the Treasurer and attested by the Secretary, Assistant
Secretary or the Vice President-General Counsel unless the Board of
Directors shall specifically direct otherwise.
Section 2. DEPOSITS. Funds of the Corporation may be deposited
from time to time to the credit of the Corporation with such depositaries
as may be selected by the Board of Directors or by any committee or officer
or officers, agent or agents of the Corporation to whom such power may be
delegated from time to time by the Board of Directors.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes, acceptances, or other evidences of
indebtedness issued in the name of the Corporation shall be signed by the
Vice President-Finance and/or the Treasurer or such agent or agents of the
Corporation as shall be designated from time to time by the Vice
President-Finance and/or Treasurer. Unless otherwise provided by resolution
of the Board of Directors, endorsements for deposit to the credit of the
Corporation in any of its duly authorized depositaries may be made without
counter signature, by the President or any Vice President, or the
Treasurer, or by any other officer or agent of the Corporation to whom such
power shall have been delegated by the Vice President-Finance and/or
Treasurer and may be made by hand-stamped impression in the name of the
Corporation.
ARTICLE 7
SHARES AND THEIR TRANSFER: SHAREHOLDER RECORDS
Section 1. CERTIFICATES OF STOCK. The stock of the Corporation
shall be represented by certificates signed by the Chairman of the Board of
Directors or by the President and the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer, and sealed with the seal of the
Corporation. Such seal may be a facsimile, engraved or printed. Where any
such certificate is signed by a Transfer Agent or Assistant Transfer Agent
or by a Transfer Clerk and by a Registrar, the signatures of the Chairman
of the Board of Directors, President, Secretary, Assistant Secretary,
Treasurer or Assistant Treasurer and of the Transfer Agent, Assistant
Transfer Agent, Transfer Clerk and Registrar upon such certificate may be
facsimiles, engraved or printed.
Section 2. TRANSFER OF SHARES. Transfers of shares of the capital
stock of the Corporation shall be recorded in the shareholder records of
the Corporation when duly assigned by the holder of record of such shares
or by his or her attorney thereunto duly authorized, and on surrender of
the certificate or certificates, for such shares or pursuant to the
abandoned property laws of any state of the United States if the
shareholder's share interest shall be properly within the jurisdiction of
the state and has been deemed abandoned and subject to custodial retention
under the laws of such state.
Section 3. CLOSING OF TRANSFER BOOKS; RECORD DATE. The Board of
Directors may close the stock transfer books for a period not exceeding 60
days preceding the date of any meeting of shareholders or the date for
payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go
into effect; provided, however, in lieu of closing the stock transfer
books, as aforesaid the Board of Directors may at its discretion fix in
advance a date, not exceeding 60 days preceding the date of any meeting of
shareholders, or the date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to vote at,
any such meeting, or entitled to receive payment of any such dividend, or
any such allotment of rights, or to exercise the rights in respect to any
such change, conversion or exchange of capital stock, and all persons who
are holders of record at such time of the class of stock involved, and no
others, shall be entitled to such notice of, and to vote at, such meeting,
or to receive payment of such dividend, or allotment of rights or exercise
of such rights, as the case may be.
Section 4. LOST AND DESTROYED CERTIFICATES. The holder of record
of any certificate of stock who shall claim that such certificate is lost
or destroyed may make an affidavit or affirmation of that fact and
advertise the same in such manner as the Board of Directors, the Transfer
Agent or the Registrar may require and give a bond, if required to do so,
in the form and in such sum as the Board of Directors, the Transfer Agent
or the Registrar may direct, sufficient to indemnify the Corporation, the
Transfer Agent and the Registrar against any claim that may be made on
account of such certificate, whereupon one or more new certificates may be
issued of the same tenor and for the same aggregate number of shares as the
one alleged to be lost or destroyed.
Section 5. REGULATIONS. The Board of Directors may make such rules
and regulations as it may deem expedient concerning the issuance, transfer
and registration of certificates of stock; it may appoint one or more
transfer agents or registrars of transfers or both, and may require all
certificates of stock to bear the signature of either or both.
Section 6. EXAMINATION OF SHAREHOLDER LIST. Subject to the
limitations provided by law, upon the written request of any shareholder, a
list containing the names and addresses of all shareholders, and the number
of shares of capital stock held by each, shall be available during regular
business hours at the registered office of the Corporation or at the office
of its principal transfer agent for inspection by any shareholder of record
of the Corporation.
ARTICLE 8
NOTICE
Section 1. WAIVER OF NOTICE. No notice of the time, place or
purpose of any meeting of shareholders or directors, or of any committee,
or any publication thereof, whether prescribed by law, by the Charter or by
these Bylaws, need be given to any person who attends such meeting, or who,
in writing, executed either before or after the holding thereof, waives
such notice, and such attendance or waiver shall be deemed equivalent to
notice.
ARTICLE 9
MISCELLANEOUS
Section 1. FISCAL YEAR. The fiscal year of the Corporation shall
end on the Sunday closest to the end of the calendar year.
Section 2. SEAL. The seal of the Corporation shall be a device,
circular in form, containing the name of the Corporation, the figures
"1996" and the words, "Corporate Seal" and "Tennessee." The corporate seal
may be used in printing, engraving, lithographing, stamping or otherwise
making, placing or affixing, or causing to be printed, engraved,
lithographed, stamped or otherwise made, placed or affixed, upon any paper
or document, by any process whatsoever, an impression facsimile, or other
reproduction of the corporate seal. The Secretary, Assistant Secretary,
Vice President-General Counsel or any other person specifically authorized
by the Board of Directors, may use the seal of the Corporation in
connection with corporate contracts or instruments.
ARTICLE 10
AMENDMENTS
Section 1. These Bylaws may be amended or repealed by the
shareholders at any annual meeting, or at any special meeting if notice of
the proposed amendment or new Bylaws is included in the notice of such
meeting. These Bylaws may be amended or repealed by the affirmative vote of
a majority of the Whole Board given at any meeting, the notice or waiver of
notice whereof mentions such amendment or repeal as one of the purposes of
such meeting.
<PAGE>
EXHIBIT 4.3
THOMAS & BETTS CORPORATION
AND
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,
as Trustee
SUPPLEMENTAL INDENTURE
DATED AS OF MAY 2, 1996
Senior Debt Securities
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of May 2, 1996 between THOMAS & BETTS
CORPORATION, a Tennessee corporation (the "Company"), and FIRST TRUST OF
NEW YORK, NATIONAL ASSOCIATION (the "Trustee").
WHEREAS, Thomas & Betts Corporation, a New Jersey Corporation "T&B New
Jersey"), and the Trustee entered into an Indenture dated as of January 15,
1992 (the "Indenture") relating to certain of its unsecured senior
debentures, notes or other evidences of indebtedness issued from time to
time, including the 8 1/4% Notes due 2004 and the 6 1/2% Notes due 2006 (the
"Securities");
WHEREAS, contemporaneously herewith, T&B New Jersey has determined
that it is desirable in the conduct of its business and its subsidiaries
taken as a whole to merge with the Company and so it is merging with and
into the Company (the "Merger"), a wholly-owned subsidiary of T&B New
Jersey, pursuant to an Agreement and Plan of Merger by and between T&B New
Jersey and the Company (the "Merger Agreement");
WHEREAS, the stated purpose for such Merger is to change the state of
incorporation of Thomas & Betts Corporation from New Jersey to Tennessee;
WHEREAS, Section 801 of the Indenture provides that T&B New Jersey
shall not merge into any person unless the surviving entity is a
corporation and assumes by supplemental indenture all of the obligations of
T&B New Jersey under the Securities and the Indenture;
WHEREAS, 901(1) of the Indenture provides that such supplemental
indenture does not require the consent of any Holders; and
WHEREAS, defined terms used herein and not defined herein shall have
the meanings as set forth in the Indenture.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Parties hereby agree, for the benefit of the other parties and
for the equal and ratable benefit of the holders of the Securities, as
follows:
Section 1. The Company hereby expressly assumes all of the
obligations of T&B New Jersey under the Indenture and all outstanding
Securities subject to the terms and conditions of the Indenture in effect
as of the date of execution of this Supplemental Indenture, including,
without limitation, the due and punctual payment of the principal of (and
premium, if any) and interest, if any, on all the Securities and the
performance of every covenant of the Indenture on the part of T&B New
Jersey to be performed or observed.
Section 2. The Company hereby represents and warrants that, after
giving effect to the Merger and this Supplemental Indenture, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing.
Section 3. Each occurrence in the Indenture of the term "Company"
shall hereinafter refer to Thomas & Betts Corporation, a Tennessee
corporation, as successor to Thomas & Betts Corporation, a New Jersey
corporation.
Except as amended hereby, all of the provisions of the Indenture shall
remain in full force and effect; and the amendments set forth herein are
effective as of the effective time of the Merger.
IN WITNESS WHEREOF, the Company and the Trustee have executed this
Supplemental Indenture as of the date first written above.
THOMAS & BETTS CORPORATION
Attest:
By: /s/ JANCIE H. WAY By: /s/ FRED R. JONES
Name: Janice H. Way Name: Fred R. Jones
Title: Corporate Secretary Title: Vice President-Finance and
Treasurer
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION, as Trustee
Attest:
By: /s/ GEOVANNI BARRIS By: /s/ TRESITA GLASGOW
Name: Geovanni Barris Name: Teresita Glasgow
Title: Assistant Secretary Title: Trust Officer
<PAGE>
EXHIBIT 4.4
Agreement Pursuant to Item 601(b)(4)(iii)
of Regulation S-K
The registrant hereby agrees to furnish to the Securities and
Exchange Commission upon request a copy of any instrument relating to long-
term debt of the registrant and its subsidiares that at any time is not
filed in reliance on Item 601(b)(4)(iii)(A) of Regulation S-K.
Date: May 2, 1996
THOMAS & BETTS CORPORATION
By: /s/ T. KEVIN DUNNIGAN
T. Kevin Dunnigan, Chairman
and Chief Executive Officer
<PAGE>
EXHIBIT 10.1
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of May 2, 1996 among THOMAS & BETTS
CORPORATION, the BANKS listed on the signature pages hereof and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of March 29, 1995 (as heretofore amended, the
"Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as set
forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS; REFERENCES. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Agreement shall have the meaning assigned to such term in the Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each
other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Agreement shall from and after the
date hereof refer to the Agreement as amended hereby.
SECTION 2. AMENDMENT OF DEFINITIONS. The definitions in Section
1.01 of the Agreement are amended as follows:
(a) The definition of "Borrower" is amended to read as follows:
"Borrower" means Thomas & Betts Corporation, a Tennessee
corporation (as successor by merger to Thomas & Betts
Corporation, a New Jersey corporation, pursuant to the merger
consummated on May 2, 1996), and its successors.
(b) The definition of "Consolidated Net Tangible Assets" is
deleted.
(c) The following new definition is added immediately after
"Consolidated Debt":
"Consolidated Net Worth" means at any date the consolidated
stockholders' equity of the Borrower and its Consolidated
Subsidiaries, determined as of such date.
(d) The definition of "Consolidated Tangible Net Worth" is
deleted.
(e) The following new definition is added immediately after the
definition of "Consolidated Subsidiary":
"Consolidated Total Capital" means at any date Consolidated
Debt plus Consolidated Net Worth, each determined as of such
date.
SECTION 3. COMMITMENT FEE. Section 2.08(a) of the Agreement is
amended to read as follows:
(a) [Reserved]
SECTION 4. SUBSIDIARY DEBT. Subsections (a) and (b) of Section
5.08 of the Agreement are amended to read as follows:
(a) The total Debt of all Foreign Subsidiaries (excluding Debt
of a Foreign Subsidiary owing to the Borrower or to a Wholly-Owned
Subsidiary) will at no time exceed 10% of Consolidated Total Capital.
(b) The total Debt of all Domestic Subsidiaries (excluding (i)
Debt of a Domestic Subsidiary owing to the Borrower or to a Wholly-
Owned Subsidiary and (ii) for a period of 90 days commencing on the
date Leviton becomes a Subsidiary, Debt of Leviton and its
Subsidiaries) will at no time exceed 10% of Consolidated Total
Capital.
SECTION 5. MINIMUM CONSOLIDATED TANGIBLE NET WORTH; DEBT.
Section 5.09 of the Agreement is amended to read as follows:
SECTION 5.09. DEBT. Consolidated Debt will at no time exceed
(i) 59% of Consolidated Total Capital during the first, second and
third fiscal quarters of 1996; (ii) 57% of Consolidated Total Capital
during the fourth fiscal quarter of 1996, and the first and second
fiscal quarters of 1997; (iii) 55% of Consolidated Total Capital
during the third and fourth fiscal quarters of 1997, and the first
fiscal quarter of 1998; and (iv) 53% of Consolidated Total Capital
thereafter.
SECTION 6. NEGATIVE PLEDGE. Subsection (h) of Section 5.11 is
amended to read as follows:
(h) Liens not otherwise permitted by the foregoing clauses of
this Section securing Debt in an aggregate principal amount at any
time outstanding not to exceed 10% of Consolidated Net Worth.
SECTION 7. PRICING SCHEDULE. The Agreement is further amended
by replacing the existing Pricing Schedule with the attached Pricing
Schedule.
SECTION 8. SUCCESSOR BORROWER. The Agreement is amended to
substitute in all respects Thomas & Betts Corporation, a Tennessee
corporation, for Thomas & Betts Corporation, a New Jersey corporation, as
the Borrower under the Agreement.
SECTION 9. GOVERNING LAW. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 10. COUNTERPARTS; EFFECTIVENESS. This Amendment may be
signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same instrument. This Amendment shall become effective as of the date
hereof upon receipt by the Agent of duly executed counterparts hereof
signed by each of the parties hereto (or, in the case of any party as to
which an executed counterpart shall not have been received, the Agent shall
have received telegraphic, telex or other written confirmation from such
party of execution of a counterpart hereof by such party), PROVIDED that
Sections 2(a) and 8 shall become effective as of the date hereof upon the
satisfaction of the following additional requirements: (i) receipt by the
Agent of a duly executed Assumption Agreement substantially in the form of
Exhibit A hereto; (ii) receipt by the Agent of an opinion of Wyatt, Tarrant
& Combs, special Tennessee counsel for the Borrower substantially in the
form of Exhibit B attached hereto; (iii) receipt by the Agent of an opinion
of Andrews & Kurth L.L.P., special New York counsel for the Borrower
substantially in the form of Exhibit C attached hereto; and (iv) receipt by
the Agent of all documents it may reasonably request relating to the
existence of the Borrower, the corporate authority for and the validity of
this Amendment and the Notes.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
THOMAS & BETTS CORPORATION
By /s/ Fred R. Jones
Title: Vice President - Finance and Treasurer
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
/s/ Jeffrey Hwang
By JEFFREY HWANG
Title: Vice President
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
/s/ Stephen A. Wiedemann
By Stephan A. Wiedemann
Title: Vice President
/s/ Lain Stewart
By Lain Stewart
Title: Assistant Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By /s/ C. Dee O'Dell, II
Title: Vice President
ABN AMRO BANK N.V.
ATLANTA AGENCY
/s/ Larry K. Kelley
By Larry Kelley
Title: Group Vice President
/s/ Steven L. Hipsman
By Steven L. Hipsman
Title: Vice President
BANK OF AMERICA ILLINOIS
By /s/ Michelle W. Karcergis
Title: Vice President
THE BANK OF NOVA SCOTIA
/s/ F.C.B. Ashby
By F. C. B. Ashby
Title: Senior Manager Loan Operations
CIBC, INC.
By /s/ Katheryn W. Sax
Title: Director
NORTHERN TRUST COMPANY
By /s/ John J. Conway
Title: Vice President
PNC BANK, KENTUCKY, INC.
/s/ Ralph A. Phillips
By Ralph A. Phillips
Title: Vice President
THE SUMITOMO BANK, LTD.
By /s/ Yoshinori Kawamura
Title: Joint General Manager
Yoshinori Kawamura
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as
successor by merger to FIRST FIDELITY BANK, N.A.
/s/ Mark M. Harden
By Mark M. Harden
Title: Vice President
THE BANK OF NEW YORK
/s/ Gregory L. Batson
By Gregory L. Batson
Title: Vice President
FIRST AMERICAN NATIONAL BANK
By /s/ David C. May
Title: Executive Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
/s/ Jeffrey Hwang
By Jeffrey Hwang
Title: Vice President
<PAGE>
PRICING SCHEDULE
Each of "CD Margin", "Euro-Dollar Margin" and "Facility Fee
Rate" means, for any date, the rates set forth below in the row opposite
such term and in the column corresponding to the "Pricing Level" that
applies at such date:
<TABLE>
<CAPTION>
Level I Level II Level III Level IV Level V
<S> <C> <C> <C> <C> <C>
CD Margin 0.285% 0.325% 0.375% 0.400% 0.575%
Euro-Dollar 0.160% 0.200% 0.250% 0.275% 0.450%
Margin
Facility Fee Rate 0.090% 0.100% 0.125% 0.175% 0.250%
</TABLE>
For purposes of this Schedule, the following terms have the
following meanings, subject to the concluding paragraph of this Schedule:
"Level I Pricing" applies at any date if, at such date, the
Borrower's long-term debt is rated A- or higher by S&P OR A3 or higher by
Moody's.
"Level II Pricing" applies at any date if, at such date, (i)
the Borrower's long-term debt is rated BBB+ or higher by S&P OR Baa1 or
higher by Moody's and (ii) Level I Pricing does not apply.
"Level III Pricing" applies at any date if, at such date, (i)
the Borrower's long-term debt is rated BBB or higher by S&P OR Baa2 or
higher by Moody's and (ii) neither Level I Pricing nor Level II Pricing
applies.
"Level IV Pricing" applies at any date if, at such date, (i)
the Borrower's long-term debt is rated BBB- or higher by S&P OR Baa3 or
higher by Moody's and (ii) none of Level I Pricing, Level II Pricing and
Level III Pricing applies.
"Level V Pricing" applies at any date if, at such date, no
other Pricing Level applies.
"Pricing Level" refers to the determination of which of Level
I, Level II, Level III, Level IV or Level V applies at any date.
The credit ratings to be utilized for purposes of this Schedule are those
assigned to the senior unsecured long-term debt securities of the
Borrower without third-party credit enhancement, and any rating assigned
to any other debt security of the Borrower shall be disregarded. The
rating in effect at any date is that in effect at the close of business
on such date.
If the Borrower is split-rated and the ratings differential is one level,
the higher of the two ratings will apply (E.G. A-/Baa1 results in Level I
Pricing and BBB/Baa3 results in Level III Pricing). If the Borrower is
split-rated and the ratings differential is more than one level, the
average of the two ratings (or the higher of two intermediate ratings)
shall be used (E.G. A-/Baa3 results in Level II Pricing and BBB+/Baa3
results in Level III Pricing).
<PAGE>
EXHIBIT A
ASSUMPTION AGREEMENT
Thomas & Betts Tennessee, Inc., a Tennessee corporation
("Thomas & Betts TN"), the surviving corporation of the merger on the
date hereof of Thomas & Betts Corporation, a New Jersey corporation
("Thomas & Betts NJ"), with and into Thomas & Betts TN, hereby expressly
assumes, and agrees to perform and discharge, all of the terms,
covenants, agreements and conditions of the Borrower under the Credit
Agreement (as amended, the "Credit Agreement") dated as of March 29, 1995
among Thomas & Betts Corporation, the Banks named therein and Morgan
Guaranty Trust Company of New York, as Agent (as such Credit Agreement
may from time to time be in effect) and the Notes, including, without
limitation, the due and punctual payment of the principal of and interest
on the Loans and of all other amounts payable by the Borrower under the
Credit Agreement. By virtue of the merger, the name of Thomas & Betts TN
will be changed to Thomas & Betts Corporation. All references in the
Credit Agreement to the "Borrower" shall hereafter refer to Thomas &
Betts Corporation, a Tennessee corporation, and its successors. All
capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Credit Agreement.
IN WITNESS WHEREOF, Thomas & Betts Corporation has caused its
duly authorized officer to execute and deliver this Assumption Agreement
as of May 1, 1996, simultaneously with the effectiveness of the merger
referred to above.
Thomas & Betts Corporation, formerly
Thomas & Betts TN
By
Title:
<PAGE>
EXHIBIT B
OPINION OF
TENNESSEE COUNSEL FOR THE BORROWER
To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260
Dear Sirs:
We have acted as special Tennessee counsel for Thomas & Betts
Corporation, a Tennessee Corporation (the "Borrower"), in connection with
the Credit Agreement, dated as of March 29, 1995 (as amended by Amendment
No. 1 dated as of December 8, 1995 and Amendment No. 2 dated as of May 2,
1996, the "Credit Agreement") among the Borrower, the Banks listed on the
signature pages thereof and Morgan Guaranty Trust Company of New York, as
Agent. Terms defined in the Credit Agreement are used herein as therein
defined. This opinion is being rendered to you at the request of our
client pursuant to Section 5.12(a) of the Credit Agreement.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted
such other investigations of fact and law as we have deemed necessary or
advisable for purposes of this opinion.
In rendering the opinion below, we have assumed with your
permission, (i) that Thomas & Betts Corporation, a New Jersey Corporation
(the "Predecessor Corporation") was a corporation duly incorporated,
validly existing and in good standing under the laws of New Jersey at the
time of the execution and delivery of the original Credit Agreement and
Notes, as well as at the time of the execution and delivery of Amendment
No. 1 dated as of December 8, 1995 ("Amendment No. 1") as well as at the
effective time of the merger of the Predecessor Corporation with and into
the Borrower on May 2, 1996 (the "Reincorporation Merger"); (ii) that the
execution, delivery and performance by the Predecessor Corporation of the
Credit Agreement, Notes and Amendment No. 1 were within the Predecessor
Corporation's corporate powers, were duly authorized by all necessary
corporate action, required no action by or in respect of, or filing with,
any governmental body, agency or official which action was not taken or
filing not made, and did not contravene, or constitute a default under,
any provision of applicable New Jersey law or regulation or of the
certificate of incorporation or by-laws of the Predecessor Corporation;
(iii) that the Credit Agreement, Amendment No. 1 (and, as applicable,
each of the Notes) were each duly authorized, executed and delivered by
all of the parties thereto, including, but not limited to, the
Predecessor Corporation; that the Amendment No. 2 to the Credit Agreement
dated May 2, 1996 ("Amendment No. 2) has been duly authorized, executed
and delivered by all of the parties thereto other than the Borrower; (iv)
that the Credit Agreement, Amendment No. 1, Amendment No. 2 (and, as
applicable, each of the Notes) constitutes a valid and binding obligation
of all of the parties thereto other than the Borrower; and (v) that all
of the parties to the Credit Agreement, Amendment No. 1, Amendment No. 2
(and, as applicable, each of the Notes) other than the Borrower are duly
incorporated, validly existing and in good standing under the laws of
their jurisdiction of incorporation and have the power and authority to
execute, deliver and perform such document.
Upon the basis of the foregoing, we are of the opinion that:
1. The Borrower is a corporation duly incorporated, and is in
existence as a corporation under the laws of Tennessee.
2. The execution, delivery and performance by the Borrower of
the Credit Agreement and the Notes are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate action,
require no action by or in respect of, or filing with, any governmental
body, agency or official and do not contravene, or constitute a default
under, any provision of applicable Tennessee law or regulation or of the
charter or by-laws of the Borrower. We have relied without independent
investigation on certificates of certain officers of the Borrower as to
certain factual matters.
The foregoing opinions are limited to matters involving the
laws of the State of Tennessee, and we do not express any opinion as to
the laws of any other jurisdiction. This opinion relates solely to the
questions of law set out above, and does not address, and should not be
construed to address, other questions of law that may be presented.
This opinion letter may not be relied upon by any Person for
any purpose other than in connection with the transactions contemplated
by the Credit Agreement without, in each instance, our prior written
consent.
Very truly yours,
<PAGE>
EXHIBIT C
OPINION OF
NEW YORK COUNSEL FOR THE BORROWER
To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260
Dear Sirs:
We have acted as special New York counsel for Thomas & Betts
Corporation, a Tennessee corporation (the "Borrower") in connection with
the Credit Agreement, dated as of March 29, 1995 (as amended by Amendment
No. 1 dated as of December 8, 1995 and Amendment No. 2 dated as of May 2,
1996, the "Credit Agreement") among the Borrower, the Banks listed on the
signature pages thereof and Morgan Guaranty Trust Company of New York, as
Agent. Terms defined in the Credit Agreement are used herein as therein
defined. This opinion is being rendered to you at the request of our
client pursuant to Section 5.12(a) of the Credit Agreement.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted
such other investigations of fact and law as we have deemed necessary or
advisable for purposes of this opinion.
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 facts that are material to
the opinions expressed herein, we have relied upon statements of
governmental officials and representations made in or pursuant to the
Credit Agreement and the Notes and certificates of appropriate
representatives of the Borrower.
In rendering the opinion below, we have assumed, with your
permission, that (i) all of the parties to the Credit Agreement and the
Notes, including the Borrower, are duly incorporated, validly existing
and in good standing under the laws of their jurisdiction of
incorporation and have the power and authority to execute, deliver and
perform the Credit Agreement and, as applicable, the Notes, (ii) the
Credit Agreement and each of the Notes have been duly authorized,
executed and delivered by all of the parties thereto, including the
Borrower, and (iii) the Credit Agreement (and, as applicable, each of the
Notes) constitutes a valid and binding obligation of all of the parties
thereto, other than the Borrower.
Based upon the foregoing, and subject to the assumptions,
limitations, qualifications and exceptions set forth herein, we are of
the opinion that, as of the date hereof, the Credit Agreement constitutes
a valid and binding agreement of the Borrower and each Note constitutes a
valid and binding obligation of the Borrower, in each case enforceable in
accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect affecting creditors' rights generally and by the
application of general principles of equity (regardless of whether
enforcement is considered in a proceeding at law or in equity). We also
wish to point out that the provisions of the Credit Agreement (and, where
applicable, the Notes) that permit the Agent or any of the Banks to take
action or make determinations, or to benefit from indemnities and similar
undertakings of the Borrower, may be subject to a requirement that such
action be taken or such determinations be made, and that any such action
or inaction by the Agent or any of the Banks that may give rise to a
request for payment under such undertaking be taken or not taken, on a
reasonable basis and in good faith.
The foregoing opinion is limited to matters involving the
Federal laws of the United States and the laws of the State of New York,
and we do not express any opinion as to the laws of any other
jurisdiction.
This opinion letter may not be relied upon by any Person for
any purpose other than in connection with the transactions contemplated
by the Credit Agreement without, in each instance, our prior written
consent.
Very truly yours,
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF REGISTRANT
Place of
Name Incorporation
---- -------------
Amerace Corporation Delaware
Blackburn Electric Canada Inc. Canada
E.K. Campbell Company Missouri
Catamount Manufacturing, Inc. Massachusetts
Challenger Caribbean Corporation Delaware
FL Amelec, Inc. Texas
Thomas & Betts Monterrey S.A. de C.V. Mexico
American Electric de Mexico, S.A. de C.V. Mexico
Thomas & Betts Caribe, Inc. Delaware
Thomas & Betts FSC, Inc. U.S. Virgin Islands
Thomas & Betts International, Inc. Delaware
Thomas & Betts Aktiebolag Sweden
Thomas & Betts Euro Distribution S.A. Belgium
Thomas & Betts France France
Thomas & Betts GmbH Germany
Thomas & Betts GmbH & Co. KG Germany
Thomas & Betts Holdings (U.K.) Ltd. United Kingdom
Thomas & Betts Limited United Kingdom
Thomas & Betts Manufacturing Limited United Kingdom
Thomas & Betts Hong Kong, Limited Hong Kong
Thomas & Betts Japan, Ltd. Japan
Thomas & Betts (Luxembourg) S.A. Luxembourg
Thomas & Betts de Mexico S.de R.L. de C.V. Mexico
Thomas & Betts Pty. Limited Australia
Thomas & Betts (S.E. Asia) Pte. Ltd. Singapore
Thomas & Betts S.p.A. Italy
Thomas & Betts S.A. Spain
Thomas & Betts Limited Canada
T&B Commander Electrical Materials Inc. Canada
Thomas & Betts (Ontario) Ltd. Canada
The names of certain subsidiaries of the registrant have been omitted
from this exhibit; all unnamed subsidiaries would not, if considered in the
aggregate as a single subsubsidiary, constitute a significant of the
subsidiary.
