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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: December 4, 1997
(DATE OF EARLIEST EVENT REPORTED)
THOMAS & BETTS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Tennessee 1-4682
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER)
OF INCORPORATION)
22-1326940
(IRS EMPLOYER IDENTIFICATION NO.)
8155 T&B Boulevard
Memphis, Tennessee 38125
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(901) 252-7766
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ITEM 5. OTHER EVENTS
On December 4, 1997, Thomas & Betts Corporation (the "Registrant")
announced by the press release attached as Exhibit 20.1 to this report, and
incorporated herein by reference, the adoption of a Shareholder Rights Plan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
20.1 Registrant's press release dated December 4, 1997
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THOMAS & BETTS CORPORATION
(Registrant)
By: /s/ Jerry Cronenberg
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Title: Vice President-General Counsel
Date: December 16, 1997
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Exhibit Index
Exhibit Description of Exhibit
20.1 Registrant's press release dated December 4, 1997
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THOMAS & BETTS CORPORATION
1555 Lynnfield Road
Memphis, Tennessee 38119
(901) 682-7766
Facsimile (901) 537-8986
N E W S
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Contact:
Rene Johansen
(901) 680-5962
FOR IMMEDIATE RELEASE
THOMAS & BETTS ADOPTS SHAREHOLDER RIGHTS PLAN
Memphis, Tenn. December 4, 1997 Thomas & Betts Corporation
(NYSE:TNB) announced that its board of directors, at its
regularly scheduled meeting yesterday, declared a dividend
distribution of one preferred share purchase right on each
outstanding share of Thomas & Betts common stock.
Clyde R. Moore, president and chief executive officer
said, "The rights are designed to assure that all Thomas &
Betts shareholders receive fair and equal treatment in the
event of any proposed takeover of the Company. We have not
been approached by any party expressing an interest in buying
the Company and we are not aware of any effort to acquire
Thomas & Betts at this time. The rights are meant to guard
against partial tender offers, squeeze-outs, open market
accumulations and other abusive tactics to gain control of
Thomas & Betts without paying all shareholders a control
premium, especially at a time when management believes the
stock price is reacting to factors besides business
fundamentals."
The rights will be distributed on December 15, 1997, to
all shareholders of record as of that date. The rights will be
exercisable only if a person or group acquires 15 percent or
more of Thomas & Betts common stock or announces a tender offer
which would result in ownership of 15 percent or more of the
common stock. Each right will entitle the shareholder to buy
one two-hundredths of a share of a new series of junior
participating preferred stock at an exercise price of $200.
The rights will expire on December 15, 2000 unless earlier
exchanged or redeemed. The rights distribution is not taxable
to shareholders.
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If a person or group acquires 15 percent or more of Thomas
& Betts' outstanding common stock, each right will then become
exercisable and will entitle its holder (other than the
acquiring party) to purchase, at the then-current price of the
right, a number of Thomas & Betts common shares having a market
value of twice such price. In addition, if Thomas & Betts is
acquired in a merger or other business combination transaction
after a party has acquired 15 percent or more of the Company's
outstanding common stock, each right will entitle its holder to
purchase, at the then-current exercise price of the right, a
number of the acquiring company's common shares having a market
value of twice such price.
At any time after the acquisition by a person or group of
15 percent or more of the Company's common stock but before
acquisition of 50 percent or more of the common stock, the
board of directors may exchange the rights (other than rights
owned by the acquiring party), in whole or in part, at an
exchange ratio of one share of common stock per right.
Prior to the acquisition by a person or group of
beneficial ownership of 15 percent or more of the Company's
common stock, the rights are redeemable for $0.005 per right at
the option of the board of directors. The board of directors
is also authorized to reduce the 15 percent thresholds referred
to above to not less than 10 percent.
The rights are intended to enable all Thomas & Betts
shareholders to realize the long-term value of their investment
in the Company. The rights will not prevent a takeover, but
should encourage anyone seeking to acquire the Company to
negotiate with the board prior to attempting a takeover.
Thomas & Betts is a leading producer of connectors and
components for worldwide electrical and electronics markets.
Visit Thomas & Betts on the World Wide Web at www.tnb.com.
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