<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 12, 1996
THOMAS & BETTS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its Charter)
New Jersey 1-4682 22-1326940
- ---------------------------- -------------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1555 Lynnfield Road, Memphis, Tennessee 38119
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (901) 682-7766
Not Applicable
------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other Events
THOMAS & BETTS CORPORATION
CONSOLIDATED STATEMENT OF EARNINGS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
QUARTER ENDED YEAR ENDED
------------------------------- -------------------------------
DECEMBER 31, JANUARY 1, DECEMBER 31, JANUARY 1,
1995 1995 1995 1995
------------- -------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Audited)
<S> <C> <C> <C> <C>
NET SALES $ 310,888 $ 288,789 $ 1,236,825 $ 1,076,165
COSTS AND EXPENSES:
Cost of sales 203,135 186,424 812,080 710,864
Marketing, general and administrative 63,451 60,116 254,780 229,897
Research and development 5,447 5,475 22,698 20,787
Amortization of intangibles 2,339 2,552 9,796 11,040
Provision for restructured operations - - - 79,011
------------- -------------- ------------- -------------
274,372 254,567 1,099,354 1,051,599
------------- -------------- ------------- -------------
Earnings from operations 36,516 34,222 137,471 24,566
Other expense-net 4,306 5,337 20,301 24,072
------------- -------------- ------------- -------------
Earnings from continuing operations
before income taxes 32,210 28,885 117,170 494
Income taxes (benefit) 8,918 9,319 36,268 (1,393)
------------- -------------- ------------- -------------
Earnings from continuing operations 23,292 19,566 80,902 1,887
DISCONTINUED OPERATIONS:
Earnings from operations net of
income tax of $4,628 - - - 7,350
Gain on sale net of income tax
expense of $40,492 - - - 58,583
------------- -------------- ------------- -------------
NET EARNINGS $ 23,292 $ 19,566 $ 80,902 $ 67,820
============= ============== ============= =============
SHARE DATA:
Earnings from continuing operations $ 1.16 $ 1.00 $ 4.05 $ 0.10
Earnings from discontinued operations - - - 0.38
Gain on sale of discontinued operations - - - 3.03
------------- -------------- ------------- -------------
Earnings per share $ 1.16 $ 1.00 $ 4.05 $ 3.51
------------- -------------- ------------- -------------
Average shares outstanding 20,010 19,593 19,978 19,304
------------- -------------- ------------- -------------
</TABLE>
Note: Prior-year results reflect Vitramon as a discontinued operation (sold
July 1994).
2
<PAGE> 3
THOMAS & BETTS CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1995 1995
ASSETS ------------- ---------------
(Unaudited) (Audited)
<S> <C> <C>
Cash and marketable securities $ 105,049 $ 122,240
Receivables - net 186,585 168,077
Inventories 211,860 198,422
Deferred income taxes 19,486 40,059
Prepaid expenses 4,635 5,195
------------ ------------
Total current assets 527,615 533,993
Property, plant and equipment - net 338,181 275,525
Intangible assets - net 314,423 323,228
Investments and other assets 79,163 75,466
------------ ------------
TOTAL ASSETS $ 1,259,382 $ 1,208,212
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term borrowings and current
maturities of long-term debt $ 47,358 $ 18,659
Accounts payable 110,462 118,052
Accrued liabilities 99,180 116,875
Income taxes 14,700 15,779
Dividends Payable 11,221 10,979
------------ ------------
Total current liabilities 282,921 280,344
Long-term debt 327,812 319,519
Other long-term liabilities 35,510 40,408
Deferred income taxes 12,565 14,898
Shareholders' equity 600,574 553,043
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,259,382 $ 1,208,212
============ ============
</TABLE>
3
<PAGE> 4
Fourth-quarter sales rose 8 percent to $310,888,000 from $288,789,000
last year and net earnings for the quarter increased 19 percent to $23,292,000
from $19,566,000. Net earnings per share in the fourth quarter were $1.16
compared to $1.00 in the same period a year earlier.
Full-year sales rose 15 percent to $1,236,825,000 from $1,076,165,000
in 1994. Net earnings for 1995 were up 19 percent to $80,902,000 from
$67,820,000, and earnings per share increased to $4.05 from $3.51.
Comparisons of 1995 with 1994 should include two significant 1994
events that were offsetting on an after-tax basis: the sale of the Vitramon
Division for a pretax gain of $99 million and special charges of $90 million
primarily for restructuring of operations.
Worldwide sales of Electrical Construction and Maintenance Components
rose 5 percent in the fourth quarter, limited by slow market growth in the
United States. For the year, this business segment had a sales increase of 18
percent, reflecting growth from acquisitions and increased sales to
distributors participating in the company's Signature Service(R) program.
Worldwide Electronic/OEM Components sales gained 10 percent
4
<PAGE> 5
in the fourth quarter. European and Far East businesses showed good gains
and North American business also improved. The Electronics/OEM business rose
15 percent for 1995, benefiting from increased demand in the automotive,
computer and telecommunication markets.
Other Products and Components sales grew 10 percent during the fourth
quarter, led by improvement in the company's utility components and
telecommunications markets. Other Products and Components registered a 9
percent sales gain for the year.
Capital spending for 1995 increased to $102 million from $67 million
in 1994 primarily for three state-of-the-art distribution centers and
investments in manufacturing capability improvements included in the
restructuring effort.
In January 1996 the company completed its acquisition of Amerace
Corporation and certain assets of Bowers Manufacturing Company. Amerace is a
leading supplier of electrical products for utility and industrial markets;
Bowers is a manufacturer of electrical outlet boxes. During 1995, Thomas &
Betts completed three other acquisitions to extend and enhance its product
offerings.
5
<PAGE> 6
SIGNATURES
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.
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
Dated: February 12, 1996
6