Registration No. 333-20481
Rule 424(b)(3) Prospectus
PROSPECTUS
THOMAS & BETTS CORPORATION
COMMON STOCK
266,374 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 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 January 17, 1997 was $47.50 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 February 19, 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 31, 1995.
2.The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
3.The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996.
4.The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.
5.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.
6.The Company's Current Reports on Form 8-K filed
with the Commission on October 7, 1996 and December 11,
1996, respectively, reporting the merger of the Company with
Augat Inc. and the integration of Augat's manufacturing
operation with the Company's manufacturing operation.
7.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.
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 266,374
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 Catamount. 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.
Number of Shares of Number of Shares
Common
Selling Stockholder Stock Beneficially Owned Offered Hereby
John B. Glode 147,000 147,000
James M. Glode 28,645 28,645
Kristen Fam 26,670 26,670
William M. Glode 25,513 25,513
Henry E. Schweitzer III 19,256 19,256
M.T. Glode Trust 8,083 8,083
Deanna Lurvey 3,537 3,500
Brenda Hawkins 3,537 3,537
Andrew B. Lurvey 1,057 1,057
Matthew D. Lurvey 1,057 1,057
John S. Lurvey 1,057 1,057
Lee Eric Peters 999 999
__________________
(1) Mr. Glode served as Chief Executive Officer, Treasurer and a
Director of Catamount within the past three years.
__________________
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.
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 schedule 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 have been incorporated by reference
herein and in the registration statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
