As filed with the Securities and Exchange Commission on July 19, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Thomas & Betts Corporation
(Exact name of registrant as specified in its charter)
Tennessee 22-1326940
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1555 Lynnfield Road JERRY KRONENBERG, ESQ.
Memphis, Tennessee 38119 Vice President-General Counsel
(901) 682-7766 1555 Lynnfield Road
(Address, including zip code, Memphis, Tennessee 38119
and telephone number, including (901)682-7766
area code, of registrant's principal (Name, address, including zip code,
executive offices) and telephone number, including
area code, of agent for service)
Copies to:
ANNE HAMBLIN SCHIAVE, Esq.
McBride Baker & Coles
500 West Madison Street, 40th Floor
Chicago, Illinois 60661
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. CHECK
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ___________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
Common Stock, no par value per share
Amount to be registered
357,326
Proposed maximum offering price per share (1)
$35.69
Proposed maximum aggregate offering price (1)
$12,752,964.00
Amount of registration fee
$4,397.57
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
The maximum price per share information is based on the average of the
high and low sale price on July 15, 1996.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY ____, 1996
PROSPECTUS
THOMAS & BETTS CORPORATION
COMMON STOCK
357,326 Shares
All of the shares of Thomas & Betts Corporation ("Thomas & Betts" or the
"Company") Common Stock, no par value per share (the "Common Stock"), offered
hereby are being sold by the holders of the Common Stock named herein under
"Selling Stockholders" (the "Selling Stockholders"). The Company will not
receive any of the proceeds of the offering.
The Selling Stockholders named herein, or any pledgees, donees, transferees
or other successors in interest, directly, through agents to be designated
from time to time, or through dealers or underwriters also to be designated,
may sell the Common Stock from time to time in one or more transactions on
the New York Stock Exchange or in the over-the-counter market and in
negotiated transactions, on terms to be determined at the time of sale.
To the extent required, the specific Common Stock to be sold, the names of
the Selling Stockholders, the respective purchase prices and public offering
prices, the names of any such agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will
be set forth in any accompanying Prospectus Supplement or, if appropriate,
a post-effective amendment to the Registration Statement of which this
Prospectus is a part. See "Plan of Distribution." By agreement, the Company
will pay all the expenses of the registration of the Common Stock by the
Selling Stockholders other than underwriting discounts and commissions and
transfer taxes, if any. Such expenses to be borne by the Company are
estimated at $23,000.
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the
Common Stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and any commissions
received by them and any profit on the resale of the Common Stock purchased by
them may be deemed underwriting commissions or discounts under the 1933 Act.
The Common Stock is listed on the NYSE under the symbol "TNB." The last
reported sale price of the Common Stock on the NYSE Composite Tape on
July 15, 1996 was $34.75 per share.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is July ____, 1996.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there by any sale
of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 13th
Floor, Seven World Trade Center, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can be obtained by mail from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, on payment of prescribed
charges. Such reports, proxy statements and other information concerning
the Company can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
Additional information regarding the Company and the Shares is contained
in the registration statement on Form S-3 (together with all exhibits and
amendments, the "Registration Statement") filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the
Commission's rules, and the exhibits relating thereto, which have been filed
with the Commission. Copies of the Registration Statement and the exhibits
are on file at the offices of the Commission and may be obtained upon payment
of the fees prescribed by the Commission, or examined without charge at the
public reference facilities of the Commission described above.
Statements made in this Prospectus concerning the provisions of any
contract, agreement or other document referred to herein are not necessarily
complete. With respect to each such statement concerning a contract,
agreement or other document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission, reference is made to such exhibit or
other filing for a more complete description of the matter involved, and each
such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-4682) are
incorporated herein by reference.
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
3. The Company's Current Reports on Form 8-K and 8-KA filed with the
Commission on January 17, 1996 and January 22, 1996, respectively,
reporting the acquisition of Amerace Corporation by the Company,
and the Company's Current Report on Form 8-K dated February 12,
1996 reporting the Company's 1995 earnings.
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<PAGE>
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B which was filed on
May 2, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all of the documents incorporated herein by reference
(other than exhibits, unless such exhibits are specifically incorporated by
reference in such documents). Such documents may be obtained by writing to
Thomas & Betts Corporation, 1555 Lynnfield Road, Memphis, Tennessee 38119,
Attention: Corporate Secretary, or by calling (901) 682-7766.
THE COMPANY
Thomas & Betts designs, manufacturers and markets a broad line of
electrical and electronic connectors and components as well as other related
products for worldwide construction and original equipment manufacturer
("OEM") markets.
In North America, the Company is one of the largest manufacturers of
electrical connectors and accessories for industrial, commercial and
residential construction, renovation, and maintenance applications and is a
leading supplier of transmission poles, towers and industrial lighting
products to the utility and telecommunications industries. The Company is
also a worldwide designer and manufacturer of electronic connectors and flat
cable, which are sold primarily to OEMs in the automotive, computer, office
equipment, test equipment, instrumentation, industrial automation and
telecommunications industries. The Mechanical Products Division of Thomas &
Betts manufactures and sells, worldwide, to the HVAC/Plumbing/Refrigeration
markets with commercial/industrial heating, cooling, ventilation, and energy
recovery equipment as well as a wide range of new construction supplies.
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USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account of the
Selling Stockholders. Accordingly, the Company will not receive any of the
proceeds from the sale by the Selling Stockholders of the Common Stock.
THE SELLING STOCKHOLDERS
Alistair Gogan and Brenda Gogan acquired the 46,797 shares of Common
Stock offered hereby from the Company pursuant to a Share Purchase Agreement
dated May 8, 1996 (the "Purchase Agreement") between them and the Company,
pursuant to which the Company acquired all of the outstanding capital stock
of 1065381 Ontario, Inc. and Pilgrim Pacific, Inc. (the "Pilgrim Companies")
and the Pilgrim Companies became wholly-owned subsidiaries of the Company.
The remaining Selling Stockholders have acquired the 310,529 shares of
Common Stock offered hereby from the Company pursuant to an Agreement and
Plan of Merger dated October 17, 1995 (the "Merger Agreement") by and among
the Company, CMI Acquisition Corp., a wholly-owned subsidiary of the Company,
and Catamount Manufacturing, Inc. ("Catamount"), pursuant to which Catamount
became a wholly-owned subsidiary of the Company.
The Company may from time to time supplement or amend this Prospectus,
as required, to provide other information with respect to the Selling
Stockholders.
Except as set forth in the table below, none of the Selling Stockholders
holds any position or office with, has been employed by, or otherwise has a
material relationship with the Company, or any of its predecessors or
affiliates, other than as stockholders and creditors of the Pilgrim Companies
or Catamount, respectively. The following table sets forth certain
information regarding ownership of the Company's Common Stock by the Selling
Stockholders. None of the Selling Stockholders owns in excess of 1% of the
Common Stock and, because the Selling Stockholders may offer all or part of
the Common Stock which they hold pursuant to the offering contemplated by
this Prospectus and because their offering is not being underwritten on a
firm commitment basis, no estimate can be given as to the amount of the
Common Stock that will be held by Selling Stockholders upon termination of
this offering.
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<TABLE>
Number of Shares of Common Number of Shares
Selling Stockholder Stock Beneficially Owned Offered Hereby
<S> <C> <C>
Alistair Gogan 40,692 (1)(2) 40,692
Brenda Gogan 6,105 6,105
John B. Glode 163,420 (3) 163,420
William M. Glode 37,513 37,513
James M. Glode 32,645 32,645
Kristen Glode 33,726 33,726
Deanna Lurvey 3,537 3,537
Brenda Hawkins 3,184 3,184
Darrin Hawkins 3,537 1,592
Andrew Lurvey 1,057 1,057
Matthew Lurvey 1,057 1,057
John Lurvey 1,057 1,057
Alexandra Hawkins 1,057 476
M.T. Glode Trust 8,083 8,083
Genesee Funding, Inc. 13,876 13,876
Robert P. Davis 2,212 (2)(4) 2,212
Kathleen Hawkins 125 125
David Sinnery 111 111
John Doughty 498 (2) 498
First New England Capital L.P. 3,048 3,048
Pioneer Ventures L.P. 3,312 3,312
__________________
</TABLE>
(1) Mr. Gogan served as President of Pilgrim Companies within the past
three years.
(2) Mr. Gogan, Mr. Davis and Mr. Doughty are currently employees of the
Company or its subsidiaries.
(3) Mr. Glode served as Chief Executive Officer, Treasurer and a Director
of Catamount within the past three years.
(4) Mr. Davis served as President and Director of Catamount within the
past three years.
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<PAGE>
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the Common Stock offered hereby. Any or all of the
shares of Common Stock may be sold from time to time (i) to or through
underwriters or dealers, (ii) directly to one or more other purchasers,
(iii) through agents on a best-efforts basis, or (iv) through a combination
of any such methods of sale.
The shares of the Common Stock offered hereby (the "Shares") may be
sold from time to time by the Selling Stockholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one
or more exchanges or in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Shares may be sold by one or more
of the following: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated prior to the sale. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
The Selling Stockholders and any such underwriters, dealers or agents
that participate in the distribution of the Common Stock may be deemed to be
underwriters within the meaning of the Securities Act, and any profit on the
sale of the Common Stock by them and any discounts, commissions or
concessions received by them may be deemed to be underwriting discounts and
commissions under the Securities Act. The Common Stock may be sold from time
to time in one or more transactions at a fixed offering price, which may be
changed, or at varying prices determined at the time of sale or at negotiated
prices. Such prices will be determined by the Selling Stockholders or by an
agreement between the Selling Stockholders and underwriters or dealers.
Brokers or dealers acting in connection with the sale of Common Stock
contemplated by this prospectus may receive fees or commissions in connection
therewith.
At the time a particular offer of Common Stock is made, to the extent
required, a supplement to this Prospectus will be distributed which will
identify and set forth the aggregate number of shares of Common Stock being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter
for Common Stock purchased from the Selling Stockholders, any discounts,
commissions and other items constituting compensation from the Selling
Stockholders and/or the Company and any discounts, commissions or concessions
allowed or reallowed or paid to dealers, including the proposed selling price
to the public. Such supplement to this Prospectus and, if necessary, a
post-effective amendment to the Registration Statement of which this
Prospectus is a part, will be filed with the Commission to reflect the
disclosure of additional information with respect to the distribution of the
Common Stock.
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Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Common Stock may not simultaneously
engage in market making activities with respect to the Common Stock for a
period of nine business days prior to the commencement of such distribution.
In addition and without limiting the foregoing, the Selling Stockholders and
any person participating in the distribution of the Common Stock will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of the Common
Stock by the Selling Stockholders or any such other person.
In order to comply with certain states' securities laws, if applicable,
the Common Stock will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In certain states, the Common Stock may not
be sold unless it has been registered or qualified for sale in such state, or
unless an exemption from registration or qualification is available.
The Company has agreed to indemnify the Selling Stockholders and certain
other persons against certain liabilities, including liabilities arising
under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Jerry Kronenberg, Esq., Vice President - General Counsel of
the Company.
EXPERTS
The consolidated financial statements and schedules of the Company and
subsidiaries as of December 31, 1995 and January 1, 1995 and for each of the
years in the three-year period ended December 31, 1995 incorporated herein by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1995 have been audited by KPMG Peat Marwick LLP, independent
certified public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in auditing and accounting.
8
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
All dollar amounts in the following tables are estimated other
than the amounts of the registration fee under the Securities
Act of 1933.
Securities and Exchange Commission filing fee $ 4,397.57
Printing expenses* 300.00
Auditors' fees and expenses* 7,500.00
Legal fees and expenses* 10,000.00
Blue sky qualification and legal investment
survey fees and expenses (including counsel fees*) - 0 -
Miscellaneous* 802.43
Total $ 23,000.00
*Estimated
Item 15. Indemnification of Directors and Officers.
In accordance with Section 48-12-102 of the Tennessee Code
Annotated, which permits Tennessee Corporations to include provisions in
their certificates of incorporation limiting the liability of officers and
directors, Article VIII of the Company's Certificate of Incorporation
provides:
"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."
Sections 48-18-501 through 48-18-509 of the Tennessee Code Annotated
confer broad powers upon corporations incorporated in that State with
respect to indemnification of any person against liabilities incurred by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, trustee, employee or agent of another enterprise, or
the legal representative of any such director, officer, trustee, employee or
agent. The provisions of Sections 48-18-501 through 48-18-509 are not
exclusive of any other rights to which those seeking indemnification may be
entitled under any certificate of incorporation, bylaw, agreement, vote of
shareholders or otherwise. Section 48-18-509 also provides that powers
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granted pursuant to Sections 48-18-501 through 48-18-509 may be exercised
by the corporation notwithstanding the absence of any provision in its
certificate of incorporation or bylaws authorizing the exercise of such
powers.
Article 5 of the Company's bylaws provides:
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
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(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.
The Company has a liability insurance policy in effect which covers
certain claims against any officer or director of the Company by reason of
certain breaches of duty, neglect, errors or omissions committed by such
person in his or her capacity as an officer or director.
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Item 16. List of Exhibits.
Page
Numbers
of Exhibits
Exhibit Filed
Number Exhibit Herewith
5 Opinion of Jerry Kronenberg, Esq.,
Vice President - General Counsel of
the Registrant.
12 Statement Regarding Computation of
Ratios (incorporated by reference to
Exhibit 12 to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1995).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Jerry Kronenberg (contained
in the opinion filed as Exhibit 5 to this
Registration Statement).
24 Powers of Attorney of Directors and
Officers of the Registrant (included on
signature page).
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Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(a) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(b) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected
in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) promulgated under
the Securities Act if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the Registration Statement;
(c) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement, or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (l)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering; and
(4) that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described above in Item 15, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Memphis, State of Tennessee, on
July 18, 1996.
THOMAS & BETTS CORPORATION
By:/S/ Jerry Kronenberg
Vice President-General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
T. KEVIN DUNNIGAN* Chairman of the Board, July 18, 1996
(T. Kevin Dunnigan) Chief Executive Officer and
Director (Principal Executive Officer)
CLYDE R. MOORE* President, Chief Operating July 18, 1996
(Clyde R. Moore) Officer and Director
/S/ FRED R. JONES Vice President - Finance July 18, 1996
(Fred R. Jones) and Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
/S/ JERRY KRONENBERG Vice President - General Counsel July 18, 1996
(Jerry Kronenberg)
RAYMOND B. CAREY, JR.* Director July 18, 1996
(Raymond B. Carey, Jr.)
______________________ Director
(Ernest H. Drew)
JEANANNE K. HAUSWALD* Director July 18, 1996
(Jeananne K. Hauswald)
THOMAS W. JONES* Director July 18, 1996
(Thomas W. Jones)
ROBERT A. KENKEL* Director July 18, 1996
(Robert A. Kenkel)
KENNETH R. MASTERSON* Director July 18, 1996
(Kenneth R. Masterson)
II-7
<PAGE>
J. DAVID PARKINSON* Director July 18, 1996
(J. David Parkinson)
JEAN-PAUL RICHARD* Director July 18, 1996
(Jean-Paul Richard)
IAN M. ROSS* Director July 18, 1996
(Ian M. Ross)
WILLIAM H. WALTRIP* Director July 18, 1996
(William H. Waltrip)
*By: /s/ Jerry Kronenberg As attorney-in-fact for the above-named officers
Jerry Kronenberg and directors pursuant to powers of attorney
duly executed by such persons
II-8
<PAGE>
Exhibit 5.1
[Letterhead of Jerry Kronenberg]
July 18, 1996
Thomas & Betts Corporation
1555 Lynnfield Road
Memphis, Tennessee 38119
Ladies and Gentlemen:
This opinion is rendered to you in connection with the Registration
Statement on Form S-3 of Thomas & Betts Corporation (the "Company") to be
filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Registration Statement"), covering the
offering and possible future sale by certain holders of 357,326 shares of
common stock of the Company (the "Common Stock").
I have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. For purposes of my
opinion, I have examined and relied upon such documents, records,
certificates and other instruments as I have deemed necessary. I have
assumed the genuineness and authenticity of all documents submitted to me
as originals and the conformity to originals of all documents submitted to
me as copies.
I express no opinion as to the laws of any jurisdiction other than
those of The State of Tennessee and the federal laws of the United States
of America.
For purposes of this opinion, I have examined and relied upon the
information set forth in the Registration Statement and such other documents
and records that I have deemed necessary.
Based on and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Tennessee.
2. The shares of Common Stock have been duly authorized and
validly issued and are fully paid and non-assessable.
I understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Common Stock to be filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended. I consent to the filing of this opinion with and as a part of
said Registration Statement and the use of my name therein.
Very truly yours,
/S/ Jerry Kronenberg
Jerry Kronenberg, Esq.
<PAGE>
Exhibit 23.1
ACCOUNTANTS CONSENT
We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-3 of our reports dated
February 8, 1996 included in Thomas & Betts Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, and to the reference
to our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Memphis, Tennessee
July 17, 1996
