As filed with the Securities and Exchange Commission on July 25, 1997
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
executive offices) area 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. _
CALCULATION OF REGISTRATION FEE
<TABLE>
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 6,716 $56.22 $377,573.52 $ 114.40
</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 July 16, 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 July 25, 1997
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 July 25, 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. Copies of such material can also be obtained via the Internet at
the Commission's web site 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.
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 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 & Touch 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.
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. $ 114.40
Printing expenses* . . . . . . . . . . . . . . $ 300.00
Auditors' fees and expenses* . . . . . . . . . $ 7,500.00
Legal fees and expenses* . . . . . . . . . . . $ 5,000.00
Blue sky qualification and legal investment
survey fees and expenses (including
counsel fees*). . . . . . . . . . . . - 0 -
Miscellaneous. . . . . . . . . . . . . . . . . $ 185.60
Total . . . . . . . . . . . . . . . $ 13,100.00
*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
5.1 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 29, 1996 and on Form
10-Q for the three-month period ended March 30,
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 (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
July 22, 1997.
THOMAS & BETTS CORPORATION
By:/S/CLYDE R. MOORE
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jerry
Kronenberg, Clyde R. Moore, 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/CLYDE R. MOORE President, Chief Executive July 22, 1997
(Clyde R. Moore) Officer and Director
(Principal Executive Officer)
/S/FRED R. JONES Vice President - Finance July 22, 1997
(Fred R. Jones) and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
/S/JERRY KRONENBERG Vice President - General Counsel July 22, 1997
(Jerry Kronenberg)
____________________ Director
(Ernest H. Drew)
/S/T. KEVIN DUNNIGAN* Director July 22, 1997
(T. Kevin Dunnigan)
/S/JEANANNE K. HAUSWALD* Director July 22, 1997
(Jeananne K. Hauswald)
/S/THOMAS W. JONES* Director July 22, 1997
(Thomas W. Jones)
/S/ROBERT A. KENKEL* Director July 22, 1997
(Robert A. Kenkel)
____________________ Director
(John N. Lemasters)
/S/KENNETH R. MASTERSON* Director July 22, 1997
(Kenneth R. Masterson)
_______________________ Director
(Thomas C. McDermott)
/S/JEAN-PAUL RICHARD* Director July 22, 1997
(Jean-Paul Richard)
/S/IAN M. ROSS* Director July 22, 1997
(Ian M. Ross)
/S/WILLIAM H. WALTRIP* Director July 22, 1997
(William H. Waltrip)
*By: /S/JERRY KRONENBERG 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]
July 22, 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 Alistair Gogan of 6,716 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 and advice of counsel, as
appropriate.
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,
Jerry Kronenberg, Esq.
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
July 21, 1997
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
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 this
Registration Statement.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
July 25, 1997
