As filed with the Securities and Exchange Commission on January 27, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Thomas & Betts Corporation
(Exact name of registrant as specified in its charter)
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 (901) 682-7766
telephone number, including area (Name, address, including zip code,
code, of registrant's principal and telephone number, including area
executive offices) code, of agent for service)
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.
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. _
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of securities to be offering price aggregate registration
to be registered registered per share (1) offering price (1) fee
<S> <C> <C> <C> <C>
Common Stock, no par value per share 266,374 $47.50 $12,652,765.00 $4,363.00
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
The maximum price per share information is based on the average of the
high and low sale price on January 17, 1997.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
Subject to Completion
Preliminary Prospectus Dated January 27, 1997
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 January 27, 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 Common Number of Shares
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.
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.
Securities and Exchange Commission filing fee. . . . . . $4,363.00
Printing expenses* . . . . . . . . . . . . . . . . . . . 300.00
Auditors' fees and expenses* . . . . . . . . .. . . . . 7,500.00
Legal fees and expenses* . . . . . . . . . . . . . . . . 10,000.00
Blue sky qualification and legal investment survey fees
and expenses (including counsel fees*) . . . . . . . . - 0 -
Miscellaneous* . . . . . . . . . . . . . . . . . . . . . 837.00
Total . . . . . . . . . . . . . . . . . . . . $23,000.00
*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 that State with
respect to indemnification of any person against liabilities incurred by
reason of the fact that he 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 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 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.
Item 16. List of Exhibits.
Page
Numbers
of Exhibits
Exhibit Filed
Number Exhibit Herewith
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-K
for the fiscal year ended December 31, 1995).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 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 (included on signature page).
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 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.
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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Memphis, State of Tennessee, on
January 24, 1997.
THOMAS & BETTS CORPORATION
By:/S/T. KEVIN DUNNIGAN
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jerry
Kronenberg, T. Kevin Dunnigan, and Fred R. Jones, or any one of them, each
with full power of substitution and resubstitution, such person's true and
lawful attorney-in-fact and agent, in such person's name and on such person's
behalf, in any and all capacities, to sign any and all amendments to this
Registration Statement, including any post-effective amendments, and to sign
any related registration statement, and any and all amendments to such
registration statement, filed pursuant to Rule 462(b) of the Securities Act of
1933, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/S/ T. KEVIN DUNNIGAN Chairman of the Board, January 27, 1997
(T. Kevin Dunnigan) Chief Executive Officer and
Director (Principal Executive
Officer)
/S/ CLYDE R. MOORE President, Chief Operating January 27, 1997
(Clyde R. Moore) Officer and Director
/S/ FRED R. JONES Vice President - Finance January 27, 1997
(Fred R. Jones) and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
/S/ JERRY KRONENBERG Vice President - General Counsel January 27, 1997
(Jerry Kronenberg)
/S/ RAYMOND B. CAREY, JR. Director January 27, 1997
(Raymond B. Carey, Jr.)
/S/ ERNEST H. DREW Director January 27, 1997
(Ernest H. Drew)
/S/ JEANANNE K. HAUSWALD Director January 27, 1997
(Jeananne K. Hauswald)
/S/ THOMAS W. JONES Director January 27, 1997
(Thomas W. Jones)
/S/ ROBERT A. KENKEL Director January 27, 1997
(Robert A. Kenkel)
/S/ KENNETH R. MASTERSON Director January 27, 1997
(Kenneth R. Masterson)
/S/ J. DAVID PARKINSON Director January 27, 1997
(J. David Parkinson)
/S/ JEAN-PAUL RICHARD Director January 27, 1997
(Jean-Paul Richard)
/S/ IAN M. ROSS Director January 27, 1997
(Ian M. Ross)
/S/ WILLIAM H. WALTRIP Director January 27, 1997
(William H. Waltrip)
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
Registration to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on January 24, 1997.
THOMAS & BETTS CORPORATION
By:
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jerry
Kronenberg, T. Kevin Dunnigan, and Fred R. Jones, or any one of them, each
with full power of substitution and resubstitution, such person's true and
lawful attorney-in-fact and agent, in such person's name and on such person's
behalf, in any and all capacities, to sign any and all amendments to this
Registration Statement, including any post-effective amendments, and to sign
any related registration statement, and any and all amendments to such
registration statement, filed pursuant to Rule 462(b) of the Securities Act of
1933, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chairman of the Board, January 27, 1997
(T. Kevin Dunnigan) Chief Executive Officer and
Director (Principal Executive
Officer)
President, Chief Operating January 27, 1997
(Clyde R. Moore) Officer and Director
Vice President - Finance January 27, 1997
(Fred R. Jones) and Treasurer (Principal
Financial Officer and
Principal Accounting Officer)
Vice President - General Counsel January 27, 1997
(Jerry Kronenberg)
Director January 27, 1997
(Raymond B. Carey, Jr.)
Director January 27, 1997
(Ernest H. Drew)
Director January 27, 1997
(Jeananne K. Hauswald)
Director January 27, 1997
(Thomas W. Jones)
Director January 27, 1997
(Robert A. Kenkel)
Director January 27, 1997
(Kenneth R. Masterson)
Director January 27, 1997
(J. David Parkinson)
Director January 27, 1997
(Jean-Paul Richard)
Director January 27, 1997
(Ian M. Ross)
Director January 27, 1997
(William H. Waltrip)
*By: As attorney-in-fact for the above-named officers
Jerry Kronenberg and directors pursuant to powers of attorney duly
executed by such persons
Exhibit 5.1
[Letterhead of Jerry Kronenberg]
January 27, 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 266,374 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 have
examined and relied upon such documents, records, certificates and other
instruments as I have deemed necessary. I have assumed the genuineness and
authenticity of all documents submitted to me as originals and the conformity
to originals of all documents submitted to me 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.
For purposes of this opinion, I have examined and relied upon the
information set forth in the Registration Statement and such other documents
and records that I have deemed necessary.
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.
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 with and as a part of said
Registration Statement and the use of my name therein.
Very truly yours,
/S/ Jerry Kronenberg
Jerry Kronenberg, Esq.
Exhibit 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
Thomas & Betts Corporation:
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Memphis, Tennessee
January 27, 1997
141085-1
