SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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December 11, 1996
(Date of Report; Date of Earliest Event Reported)
THOMAS & BETTS CORPORATION
(Exact Name of Registrant as specified in its Charter)
Tennessee 1-4682 22-1326940
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
1555 Lynnfield Road, Memphis, Tennessee 38119
(Address of Principal Executive Offices) (Zip Code)
(901) 682-7766
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 1. Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On December 11, 1996, Thomas & Betts Corporation, a Tennessee
corporation (the "Company"), and Augat Inc., a Massachusetts corporation
("Augat"), consummated a merger whereby the Company gained control of Augat, a
manufacturer of electronic connector products, by acquiring all of Augat's
outstanding stock pursuant to an Agreement and Plan of Merger, dated as of
October 7, 1996 (the "Merger Agreement"). It is the Company's plan to integrate
Augat's manufacturing operations with its own operations.
Under the terms of the Merger Agreement, EG Acquisitions Corp., a newly
organized Delaware corporation and a wholly-owned subsidiary of the Company
("Merger Sub"), merged (the "Merger") with and into Augat and Augat thereby
became a wholly-owned subsidiary of the Company. The consideration paid by the
Company for the common stock, par value $0.10 per share of Augat ("Augat Common
Stock") was the result of arms-length negotiation.
Pursuant to the Merger Agreement, each issued and outstanding share of
Augat Common Stock (other than the shares owned by the Company, Merger Sub or
any other direct or indirect subsidiary of the Company or shares that are owned
by Augat or any direct or indirect subsidiary of Augat and in each case not held
on behalf of third parties or
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shares owned by stockholders of Augat who exercise their appraisal rights
pursuant to the Massachusetts Business Corporation Law) was converted into and
became exchangeable for 0.6356 of a share of common stock, no par value of the
Company ("Company Common Stock"). The Company will issue approximately
12,820,000 shares of Company Common Stock in exchange for the shares of Augat
Common Stock.
Pursuant to the Merger Agreement, the Company has expanded its board of
directors from 12 to 14 and elected John N. Lemasters and Thomas C. McDermott,
both of whom were members of the board of directors of Augat prior to the
Merger, to the board of directors of the Company.
The Company issued a press release, dated December 11, 1996, announcing
the consummation of the Merger, a copy of which is attached hereto as Exhibit
99.4 and incorporated herein by reference.
Items 3-6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Copies of the Augat Inc. historical financial statements as of December
31, 1994 and 1995 and for the years ended December 31, 1993, 1994 and 1995 are
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Additionally, copies of the Augat Inc. historical financial statements
(unaudited) as of September 30, 1995 and 1996 and
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<PAGE>
for the three-month and nine-month periods then ended are attached hereto as
Exhibit 99.2 and incorporated herein by reference.
(b) Pro Forma Financial Information.
Copies of the Thomas & Betts Corporation and Augat Inc. pro forma
(unaudited) balance sheet as of September 30, 1996 and income statements for the
nine-month periods ended September 30, 1995 and 1996 and for the years ended
December 31, 1993, 1994 and 1995 are attached hereto as Exhibit 99.3 and
incorporated herein by reference.
(c) Exhibits
99.1 Augat Inc. historical financial statements as of December 31, 1994
and 1995 and for the years ended December 31, 1993, 1994 and
1995.*
99.2 Augat Inc. historical financial statements (unaudited) as of
September 30, 1995 and 1996 and for the three-month and nine-month
periods then ended.**
99.3 Thomas & Betts Corporation and Augat Inc. pro forma (unaudited)
balance sheet as of September 30, 1996 and income statements for
the nine-month periods ended September 30,
______________
*Filed with the Securities and Exchange Commission (the "Commission") as part of
Augat's annual report on Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference.
**Filed with the Commission as part of Augat's quarterly report on Form 10-Q for
the quarter ended September 30, 1996 and incorporated herein by reference.
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1995 and 1996 and for the years ended December 31, 1993, 1994 and
1995.*
99.4. Press Release of Thomas & Betts Corporation, dated December 11,
1996.
Item 8. Not Applicable.
______________
*Filed with the Commission on November 7, 1996 as part of the Company's
registration statement on Form S-4 (No. 333- 15729) and incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 20, 1996
THOMAS & BETTS CORPORATION
By /s/ Jerry Kronenberg
Jerry Kronenberg
Vice President-General Counsel
By /s/ Fred R. Jones
Fred R. Jones
Vice President-Finance
and Treasurer
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Exhibit 99.4
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
(901) 680-5466
News Thomas & Betts
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Contacts:
Investor: Fred R. Jones
(901) 680-3922
Media: Randy Baker
FOR IMMEDIATE RELEASE (901) 527-8000
Shareholders Approve Merger of Thomas & Betts and Augat
Memphis, Tennessee (December 11, 1996) -- The merger of Augat Inc. (NYSE: AUG)
and Thomas & Betts (NYSE: TNB) was finalized today after shareholders of both
corporations voted overwhelmingly to approve the merger proposal.
Under terms of the merger agreement, stockholders of Augat are entitled
to receive 0.6356 of a share of Thomas & Betts stock for each outstanding share
of Augat. The transaction has been designed to be tax-free.
Of the 81.9% of outstanding Augat shares voting, 99.8% of the ballots
were cast in favor of the merger proposal. Thomas & Betts' shareholders voted
similarly: 81.8% of outstanding TNB shares voting 99.9% in favor.
"Thomas & Betts' management is delighted that the merger of Thomas &
Betts and Augat has been so overwhelmingly approved by the shareholders of both
corporations," said T. Kevin Dunnigan, chairman and chief executive officer of
Thomas & Betts. "Everyone involved appreciates how much stronger these two
companies will be together than they were separately."
"The merger of Augat with Thomas & Betts makes us one of the top five
electronic connector companies in the world and supplements the very strong
position we already hold in the electrical connector industry," Dunnigan said.
As contemplated by the merger agreement, John N. Lemasters and Thomas
C. McDermott, both of whom had served on the Augat Board of Directors, were
elected to the Thomas & Betts Board of Directors.
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As a result of the exchange of Augat shares for Thomas & Betts shares,
Thomas & Betts will have a total of approximately 53.2 million shares of common
stock outstanding. An additional 1.2 million shares are subject to issuance upon
the exercise of currently outstanding stock options, which may be exercised over
periods of up to 10 years.
With the addition of Augat, Thomas & Betts has more than 40
manufacturing facilities and 13,500 employees located around the world,
reinforcing its position as an international leader in connectors and components
for electrical and electronics markets. Thomas & Betts' corporate headquarters
is in Memphis, Tennessee.
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