Registration No. 333-32131
Rule 424(b)(3) Prospectus
PROSPECTUS
THOMAS & BETTS CORPORATION
COMMON STOCK
6,716 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 Alistair Gogan (the "Selling Stockholder"). The
Company will not receive any of the proceeds of the offering.
The Selling Stockholder 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 name of the Selling
Stockholder, the respective purchase prices and public offering prices, the
name 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 Stockholder
other than underwriting discounts and commissions and transfer taxes, if any.
Such expenses to be borne by the Company are estimated at $ 13,100.
The Selling Stockholder and any broker-dealers, agents or underwriters
that participate with the Selling Stockholder 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 July
16, 1997 was $ 56.22 per share.
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 August 1, 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.
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. 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.
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.
USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account of the
Selling Stockholder. Accordingly, the Company will not receive any of the
proceeds from the sale by the Selling Stockholder of the Common Stock.
SELLING STOCKHOLDER
The Selling Stockholder has acquired the 6,716 shares of Common Stock
offered hereby from the Company pursuant to a Share Purchase Agreement dated
May 8, 1996 by and among the Company, the Selling Shareholder, and Brenda
Gogan. The Selling Shareholder owns 6,716 shares of Common Stock.
The Company may from time to time supplement or amend this Prospectus, as
required, to provide other information with respect to the Selling
Stockholder.
The Selling Stockholder does not hold any position or office with, has
been employed by, or otherwise has a material relationship with the Company,
or any of its affiliates. The Selling Stockholder does not own in excess of
1% of the Common Stock and, because the Selling Stockholder may offer all or
part of the Common Stock which he holds pursuant to the offering contemplated
by this Prospectus and because his 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 the Selling Stockholder upon termination of
this offering.
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale by the
Selling Stockholder 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 Stockholder, 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
Stockholder may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from the Selling Stockholder
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 Stockholder 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 Stockholder or by an
agreement between the Selling Stockholder 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 Stockholder, any discounts,
commissions and other items constituting compensation from the Selling
Stockholder 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.
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 Stockholder 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 Stockholder 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 Stockholder 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 the Company and subsidiaries as
of December 29, 1996 and January 1, 1996 and for each of the years in the
three-year period December 29, 1996 have been incorporated by reference
herein and in the registration statement in reliance upon the reports of KPMG
Peat Marwick LLP and Deloitte & Touche LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firms as experts in accounting and auditing.
