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As filed with the Securities and Exchange Commission on October 15, 1997
Registration No. 333-34567
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
TENNESSEE 22-1326940
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization) JERRY KRONENBERG, ESQ.
1555 LYNNFIELD ROAD VICE PRESIDENT - GENERAL COUNSEL
MEMPHIS, TENNESSEE 38119 1555 LYNNFIELD ROAD
(901) 682-7766 MEMPHIS, TENNESSEE 38119
(Address, including zip code, and telephone (901) 682-7766
number, including area code, of registrant's (Name, address, including zip code, and telephone
principal executive offices) number, including area code, of agent for service)
</TABLE>
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. [ ]
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. [X]
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. [ ]
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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 15, 1997
PROSPECTUS
THOMAS & BETTS CORPORATION
COMMON STOCK
793,560 SHARES
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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 $32,000.
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 Securities 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 October
10, 1997 was $54.00 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS PROSPECTUS IS ____________, 1997
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. Copies of such
material can also be obtained via the Internet at the Commission's Web site at
www.sec.gov. 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. 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 29, 1996.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 29, 1997.
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4. The Company's Current Report on Form 8-K dated February 25, 1997.
5. The Company's Current Report on Form 8-K dated July 25, 1997.
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.
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DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company currently consists of
80,000,000 shares of Common Stock, and 500,000 shares of preferred stock, no par
value, issuable in series (the "Preferred Stock"). As of October 10, 1997, there
were outstanding 54,998,257 shares of Common Stock. There are no shares of
Preferred Stock outstanding.
The holders of Common Stock are entitled to one vote per share for each
share held of record on all matters voted on by shareholders, including the
election of directors, and are entitled to participate equally in dividends when
and as such dividends may be declared by the Board of Directors out of legally
available funds. As a Tennessee corporation, the Company is subject to statutory
limitation on the declaration and payment of dividends. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
have the right to a ratable portion of assets remaining after satisfaction in
full of the prior rights of creditors, including holders of the Company's
indebtedness, all liabilities and the aggregate liquidation preferences of any
outstanding shares of Preferred Stock. The holders of Common Stock have no
conversion, redemption, preemptive or cumulative voting rights. All outstanding
shares of Common Stock are validly issued, fully paid and non-assessable.
The transfer agent and registrar for Common Stock is First Chicago
Trust Company of New York, P.O. Box 2534, Suite 4649, Jersey City, New Jersey
07303-2534.
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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.
SELLING STOCKHOLDERS
The Selling Stockholders have acquired the 793,560 shares of Common
Stock offered hereby from the Company pursuant to one of the following: (1) an
Acquisition Agreement and Plan of Reorganization dated July 29, 1997 by and
among the Company and the owners of record of all of the issued and outstanding
capital stock and warrants of DCP Holding Corp. ("DCP Holding"), pursuant to
which DCP Holding became a wholly-owned subsidiary of the Company; (2) an
Acquisition Agreement and Plan of Reorganization dated as of June 27, 1997 by
and among the Company and the owners of record of all of the issued and
outstanding capital stock of Electroline Manufacturing Company, Inc.
("Electroline"), pursuant to which Electroline became a wholly-owned subsidiary
of the Company; and (3) an Acquisition Agreement and Plan of Reorganization
dated as of July 10, 1997 by and between the Company and Gary L. Littrell, being
the owner of record of all of the issued and outstanding capital stock of
Patriot Products, Inc. ("Patriot"), pursuant to which Patriot 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 equity holders, creditors or employees
of DCP Holding, Electroline, Patriot, or any of their subsidiaries. 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>
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Number of Shares of Common Number of Shares
Selling Stockholder Stock Beneficially Owned Offered Hereby
- - - ------------------- ------------------------ --------------
<S> <C> <C>
Carolyn W. Agnew 2,291 2,291
Timothy S. Agnew 2,291 2,291
R.E. Brooker, Jr. 11,456 11,456
Michael A. Carpenter 11,177 11,177
Cinitel U.S. Properties Inc. 11,177 11,177
William B. Conner 23,190 23,190
Herbert E. Ehlers 1,530 1,530
FCI Diamond, Inc.(1) 38,236 38,236
John F. Fort(2) 11,456 11,456
Heller Financial, Inc. 58,696 58,696
Sankey A. Johnson 23,190 23,190
Mark F. Kessenich 11,456 11,456
Lincoln Kinnicutt 1,530 1,530
Gary L. Littrell(3) 62,680 62,680
Live Oak Forest, L.P. 4,583 4,583
Daniel Morgenstern(4) 54,724 54,724
Joel Morgenstern(5) 54,724 54,724
Ruth Morgenstern(6) 30,868 30,868
Robert W. Muir, Jr.(7) 102,942 102,942
Scott Newquist 11,177 11,177
OMI Quebec FCI, LLC 105,231 105,231
Osprey Holdings, Ltd. 6,866 6,866
Phillips E. Patton 11,456 11,456
Frank W. Pepe, Jr. 40,033 40,033
Paul E. Purcell 11,177 11,177
Herald L. Ritch 11,456 11,456
Stuart M. Robbins 1,530 1,530
James J. Sawicki 40,033 40,033
SCR Diamond, Inc. 12,746 12,746
Michael W. Sexton 5,719 5,719
Fletcher Spaght, Inc. 4,471 4,471
Jennifer A. Terry 2,291 2,291
George W. Tippins 11,177 11,177
</TABLE>
- - - -----------------------------------------------
(1) The sole stockholder of FCI Diamond, Inc. is Kurt F. Buseck, who served as
the Chairman and Director of DCP Holding Corp. within the past three years.
(2) Mr. Fort served as a Director of DCP Holding Corp. within the past three
years.
(3) Mr. Littrell served as President and a Director of Patriot within the past
three years.
(4) Mr. Daniel Morgenstern served as Chief Executive Officer, Secretary and a
Director of Electroline within the past three years.
(5) Mr. Joel Morgenstern served as Vice President and a Director of Electroline
within the past three years.
(6) Ms. Ruth Morgenstern served as President, Treasurer, and a Director of
Electroline within the past three years.
(7) Mr. Muir served as Secretary, Treasurer and a Director of DCP Holding
within the past three years.
- - - ----------------------------------------------
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PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the Common Stock offered hereby. Any or all of the
shares of Common Stock may be sold from time to time (i) to or through
underwriters or dealers, (ii) directly to one or more other purchasers, (iii)
through agents on a best-efforts basis, or (iv) through a combination of any
such methods of sale.
The shares of the Common Stock offered hereby (the "Shares") may be
sold from time to time by the Selling Stockholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one or
more exchanges or in the over-the-counter market, or otherwise at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The Shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules of
such exchange; and (d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. In effecting sales, brokers or dealers engaged
by the Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated prior to the sale. In addition,
any securities covered by this prospectus which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Stockholders and any such underwriters, dealers or agents
that participate in the distribution of the Common Stock may be deemed to be
underwriters within the meaning of the Securities Act, and any profit on the
sale of the Common Stock by them and any discounts, commissions or concessions
received by them may be deemed to be underwriting discounts and commissions
under the Securities Act. The Common Stock may be sold from time to time in one
or more transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the Selling Stockholders or by an agreement between
the Selling Stockholders and underwriters or dealers. Brokers or dealers acting
in connection with the sale of Common Stock contemplated by this prospectus may
receive fees or commissions in connection therewith.
At the time a particular offer of Common Stock is made, to the extent
required, a supplement to this Prospectus will be distributed which will
identify and set forth the aggregate number of shares of Common Stock being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
Common Stock purchased from the Selling Stockholders, any discounts, commissions
and other items constituting compensation from the Selling Stockholders and/or
the Company and any discounts, commissions or concessions allowed or reallowed
or paid to dealers, including the proposed selling price to the public. Such
supplement to this Prospectus and, if necessary, a post-effective amendment to
the Registration Statement of which this Prospectus is a part, will be filed
with the Commission to reflect the disclosure of additional information with
respect to the distribution of the Common Stock.
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Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Common Stock may not simultaneously
engage in market making activities with respect to the Common Stock for a period
of nine business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Selling Stockholders and any
person participating in the distribution of the Common Stock will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation the rules and regulations under
Regulation M, 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 of Thomas & Betts Corporation and
its consolidated subsidiaries, except the consolidated financial statements of
Augat Inc. (a wholly-owned subsidiary of Thomas & Betts Corporation since
December 11, 1996) and subsidiaries, as of December 29, 1996 and January 1, 1996
and for each of the three years in the period ended December 29, 1996,
incorporated in this prospectus by reference from the Annual Report on Form 10-K
of Thomas & Betts Corporation for year ended December 29, 1996 have been audited
by KPMG Peat Marwick LLP as stated in their report, which is incorporated herein
by reference. The financial statements of Augat Inc., and subsidiaries
(consolidated with those of Thomas & Betts Corporation) have been audited by
Deloitte & Touche LLP, as stated in their report which is incorporated herein by
reference. Such financial statements of Thomas & Betts Corporation and its
consolidated subsidiaries have been so incorporated in reliance upon the
respective reports of such firms given upon their authority as experts in
accounting and auditing. Both of the foregoing firms are independent auditors.
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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.
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Securities and Exchange Commission filing fee.......$13,217.46
Printing expenses*.................................. 300.00
Auditors' fees and expenses*........................ 7,500.00
Legal fees and expenses*............................ 10,000.00
Miscellaneous*...................................... 982.54
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Total....................................$32,000.00
</TABLE>
*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 Tennessee with
respect to indemnification of any person against liabilities incurred by
reason of the fact that he or she 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
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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 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
<PAGE> 13
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.
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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
4 Description of relevant portions of the Registrant's Charter defining rights of
holders of Common Stock (incorporated by reference to the Registrant's
Report on Form 8B dated May 2, 1996)
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-Q for the
six-month period ended June 29, 1997).
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche LLP
23.3 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.*
</TABLE>
- - - ----------------
* Previously filed.
<PAGE> 15
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
<PAGE> 16
the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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.
<PAGE> 17
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
Pre-Effective Amendment No. 1 to Registration Statement No. 333-34567 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Memphis, State of Tennessee, on this 15th day of October 1997.
THOMAS & BETTS CORPORATION
(Registrant)
By: /S/ JERRY KRONENBERG
----------------------------------
Jerry Kronenberg
Vice President-General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement No. 333-34567 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- - - --------- -------- ----
<S> <C> <C>
/S/ CLYDE R. MOORE* President, Chief Executive Officer
- - - ------------------------- (Principal Executive Officer) and Director
(Clyde R. Moore)
/S/ FRED R. JONES* Vice President - Finance
- - - ------------------------- and Treasurer (Principal Financial
(Fred R. Jones) Officer and Principal Accounting Officer)
/S/ ERNEST H. DREW* Director
- - - -------------------------
(Ernest H. Drew)
/S/ T. KEVIN DUNNIGAN* Chairman and Director
- - - -------------------------
(T. Kevin Dunnigan)
/S/ JEANANNE K. HAUSWALD* Director
- - - -------------------------
(Jeananne K. Hauswald)
/S/ THOMAS W. JONES* Director
- - - -------------------------
(Thomas W. Jones)
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/S/ ROBERT A. KENKEL* Director
- - - -------------------------
(Robert A. Kenkel)
/S/ JOHN N. LEMASTERS* Director
- - - -------------------------
(John N. Lemasters)
/S/ KENNETH R. MASTERSON* Director
- - - -------------------------
(Kenneth R. Masterson)
/S/ THOMAS C. MCDERMOTT* Director
- - - -------------------------
(Thomas C. McDermott)
/S/ JEAN-PAUL RICHARD* Director
- - - -------------------------
(Jean-Paul Richard)
/S/ IAN M. ROSS* Director
- - - -------------------------
(Ian M. Ross)
/S/ WILLIAM H. WALTRIP* Director
- - - -------------------------
(William H. Waltrip)
*By: /S/ JERRY KRONENBERG October 15, 1997
--------------------
(Jerry Kronenberg)
As attorney-in-fact for the above-named
officers and directors pursuant to
powers of attorney duly executed by
such persons.
</TABLE>
<PAGE> 1
Exhibit 5
October 15, 1997
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 793,560 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, or attorneys under my supervision, have examined and relied upon
such documents, records, certificates and other instruments as we have deemed
necessary. We have assumed the genuineness and authenticity of all documents
submitted to us as originals and the conformity to originals of all documents
submitted to us 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.
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.
<PAGE> 2
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 as an exhibit to this
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectus and in any subsequently filed Prospectus Supplements.
Very truly yours,
/S/ Jerry Kronenberg
Jerry Kronenberg, Esq.
<PAGE> 1
Exhibit 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
Thomas & Betts Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Memphis, Tennessee
October 15, 1997
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Thomas & Betts Corporation:
We consent to the incorporation by reference in this Pre-Effective
Amendment No. 1 to Registration Statement No. 333-34567 of Thomas & Betts
Corporation on Form S-3 of our report dated February 6, 1997 (relating to the
consolidated financial statements of Augat, Inc. (a wholly-owned subsidiary of
Thomas & Betts Corporation since December 11, 1996) and subsidiaries, not
incorporated by reference or presented separately herein) appearing as Exhibit
99 in the Annual Report on Form 10-K of Thomas & Betts Corporation for the year
ended December 29, 1996 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of such Registration Statement.
Deloitte & Touche LLP
Boston, Massachusetts
October 15, 1997
