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Registration No. 333-60459
Rule 424(b)(3)
PROSPECTUS
THOMAS & BETTS CORPORATION
COMMON STOCK
1,460,954 SHARES
All of the shares of Thomas & Betts Corporation (the
"Company") Common Stock, $0.10 par value per share (the "Common Stock")
offered hereby are being sold by the holders of the Common Stock named herein
under "Selling Shareholders" (the "Selling Shareholders"). The Company will
not receive any of the proceeds of the offering.
The Selling Shareholders 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 Shareholders, 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 Shareholders other than underwriting discounts and commissions and
transfer taxes, if any. Such expenses to be borne by the Company are
estimated at $56,500.
The Selling Shareholders and any broker-dealers, agents or
underwriters that participate with the Selling Shareholders 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 New York Stock Exchange
under the symbol "TNB." The last reported sale price of the Common Stock on
the New York Stock Exchange Composite Tape on August 21, 1998 was $38.125 per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is August 24, 1998
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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. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT.
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AVAILABLE INFORMATION
Thomas & Betts Corporation (the "Company") is subject to the
informational 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 and information statements and other information filed by the
Company with the Commission can be inspected, and copies may be obtained at
prescribed rates at the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the following Regional
Offices of the Commission: Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and New York Regional Office, 7 World
Trade Center, New York, New York 10048. Information on the operation of the
Public Reference Room may be obtained by calling the Commission at
1-800-SEC-0330. Such materials can also be accessed electronically by means
of the Commission's home page on the Internet at http://www.sec.gov and
inspected and copied at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement
on Form S-3 (together with all amendments and exhibits, herein referred to as
the "Registration Statement") filed by the Company under the Securities Act
of 1933, as amended (the "Securities Act"). This Prospectus does not contain
all of the information included in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement and to the
exhibits relating thereto for further information with respect to the Company
and the securities offered hereby.
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 in accordance with the
provisions of the Exchange Act are incorporated herein by reference and made
a part hereof.
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997, filed March 19, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended April 5, 1998 and July 5, 1998, filed May 20, 1998 and August 19, 1998,
respectively.
3. The Company's Current Reports on Form 8-K dated February 5,
1998, February 10, 1998, May 7, 1998, and July 30, 1998, filed February 10,
1998, February 19, 1998, May 7, 1998 and July 30, 1998, respectively.
4. The Company's Registration Statement on Form 8-A dated
December 12, 1997, filed December 15, 1997 and the Company's Report on Form
8B dated May 2, 1996 and filed May 2, 1996.
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All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
before the termination of the offering made by this Prospectus shall be
deemed to be incorporated by reference in 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, or contained in this Prospectus,
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 furnish without charge to each person,
including any beneficial owner, 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 by reference in this Prospectus (other than exhibits,
unless such exhibits are specifically incorporated by reference into such
documents). Requests for such copies should be directed to Jerry Kronenberg,
Corporate Secretary, Thomas & Betts Corporation, 8155 T&B Boulevard, Memphis,
Tennessee 38125, or by telephone at (901) 252-8000.
THOMAS & BETTS CORPORATION
The Company designs, manufactures and markets, on a global
basis, electrical and electronic connectors and components with manufacturing
facilities and marketing activities in North America, Europe and the Far
East. The Company's products are sold worldwide through electrical,
electronic and HVAC distributors, mass merchandisers, catalogs and home
centers, and directly to original equipment manufacturer ("OEM") markets. The
Company operates in three business segments - Electrical, OEMs and
Communications. Electrical construction and maintenance components are sold
primarily in North America, and manufactured and assembled at facilities
located in the United States, Puerto Rico, Canada and Mexico. Electronic
components are sold in North America, Europe and Asia, and manufactured at
facilities in the United States, Europe, Mexico, Japan and Singapore. Other
products and components--principally heaters, heating and ventilation
systems, components for transmission and distribution of electric power,
transmission poles and towers--are sold primarily in North America and
manufactured in the United States, Europe and Mexico.
Selective acquisitions have been made to broaden the Company's
business worldwide. The Company currently is evaluating several acquisition
possibilities, and expects to do so from time to time in the future. The
Company may finance any such acquisitions, which it consummates through the
issuance of private or public debt or equity, internally generated funds or a
combination of the foregoing. Under certain circumstances, the Company may
become more leveraged as a result of such acquisitions. The Company's goal is
to finance or refinance any such acquisitions in a manner that will not
change the ratings of its debt securities in the long term. However, no
assurance can be given that the Company will be able to meet this goal.
The Company was established in 1898 as a sales agency for
electrical wires and raceways and was incorporated in New Jersey in 1917 and
reincorporated in Tennessee in May 1996. The Company's executive offices are
located at 8155 T&B Boulevard, Memphis, Tennessee 38125, telephone number
(901) 252-8000.
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USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account
of the Selling Shareholders. Accordingly, the Company will not receive any of
the proceeds from the sale by the Selling Shareholders of the Common Stock.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company currently consists
of 250,000,000 shares of Common Stock, $0.10 par value, and 1,000,000 shares
of preferred stock, $0.10 par value, issuable in series (the "Preferred
Stock"). As of August 21, 1998, there were outstanding 56,730,918 shares of
Common Stock. As of August 21, 1998, there were no shares of Preferred Stock
outstanding, but 300,000 shares of Preferred Stock have been reserved in
connection with the Company's Series A Participating Cumulative Preferred
Stock Purchase Rights.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share
for each share held of record on all matters voted on by shareholders,
including the election of directors, and are entitled to participate equally
in dividends when and as such dividends may be declared by the Board of
Directors out of legally available funds. As a Tennessee corporation, the
Company is subject to statutory limitation on the declaration and payment of
dividends. In the event of a liquidation, dissolution or winding up of the
Company, holders of Common Stock have the right to a ratable portion of
assets remaining after satisfaction in full of the prior rights of creditors,
including holders of the Company's indebtedness, all liabilities and the
aggregate liquidation preferences of any outstanding shares of Preferred
Stock. The holders of Common Stock have no conversion, redemption,
preemptive or cumulative voting rights. All outstanding shares of Common
Stock are validly issued, fully paid and non-assessable.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for Common Stock is First
Chicago Trust Company of New York, P.O. Box 2534, Suite 4649, Jersey City,
New Jersey 07303-2534.
PREFERRED STOCK PURCHASE RIGHTS
On December 3, 1997, the Board of Directors of the Company
declared a dividend of one preferred stock purchase right (a "Right") for
each outstanding share of Common Stock of the Company payable to holders of
record as of the close of business on December 15, 1997 (the "Record Date").
Shares of Common Stock issued after the Record Date and prior to the
Distribution Date (as defined below) will be issued with a Right attached so
that all shares of Common Stock outstanding prior to the Distribution Date
will have Rights attached.
Prior to the Distribution Date, the Rights will be evidenced
by the certificates for, and will be transferred with, the Common Stock, and
the registered holders of the Common Stock will be deemed to be the
registered holders of the Rights. After the Distribution Date, the Rights
Agent (as defined below) will mail separate certificates evidencing the
Rights to each record holder of the Common Stock as of the close of business
on the Distribution Date, and thereafter the Rights will be transferable
separately from the Common Stock. The Rights are listed on the New York
Stock Exchange. The "Distribution Date" means the earlier of (i) the 10th day
(or such later day as may be designated by a majority of the Continuing
Directors (as defined below)) after the date (the "Stock Acquisition Date")
or the first public announcement that a person (other than the Company or any
of its subsidiaries or any employee benefit plan of the Company or any such
subsidiary) has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock (an "Acquiring Person") and (ii) the 10th
business day (or such later day as may be designated by a majority of the
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Continuing Directors) after the date of the commencement of a tender or
exchange offer by any person which would, if consummated, result in such
person becoming an Acquiring Person.
Prior to the Distribution Date, the Rights will not be
exercisable. After the Distribution Date, each Right will be exercisable to
purchase, for $200 (the "Purchase Price"), one two-hundredths of a share of
Series A Participating Cumulative Preferred Stock, $0.10 par value per share.
The terms and conditions of the Rights are set forth in a Rights Agreement
dated as of December 3, 1997 between the Company and First Chicago Trust
Company of New York, as Rights Agent.
If any person becomes an Acquiring Person, each Right (other
than Rights beneficially owned by the Acquiring Person and certain affiliated
persons) will entitle the holder to purchase, for the Purchase Price, a
number of shares of Common Stock having a market value of twice the Purchase
Price.
If, after any person has become an Acquiring Person, (1) the
Company is involved in a merger or other business combination in which the
Company is not the surviving corporation or its Common Stock is exchanged for
other securities or assets, or (2) the Company or one or more of its
subsidiaries sell or otherwise transfer assets or earning power aggregating
more than 50% of the assets or earning power of the Company and its
subsidiaries, taken as a whole, then each Right will entitle the holder to
purchase, for the Purchase Price, a number of shares of common stock of the
other party to such business combination or sale (or in certain
circumstances, an affiliate) having a market value of twice the Purchase
Price.
At any time after any person has become an Acquiring Person
(but before any person becomes the beneficial owner of 50% or more of the
outstanding shares of Common Stock), a majority of the Continuing Directors
may exchange all or part of the Rights (other than Rights beneficially owned
by an Acquiring Person and certain affiliated persons) for shares of Common
Stock at an exchange ratio of one share of Common Stock per Right.
The Board of Directors may redeem all of the Rights at a
price of $.005 per Right at any time prior to the close of business on the
10th day after the Stock Acquisition Date (or such later date as may be
designated by a majority of the Continuing Directors).
"Continuing Director" means any member of the Board of
Directors who was a member of the Board prior to the time an Acquiring Person
becomes such or any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors.
Continuing Directors do not include an Acquiring Person, an affiliate or
associate of an Acquiring Person or any representative or nominee of the
foregoing.
The Rights will expire on December 15, 2000, unless earlier
exchanged or redeemed. The Rights may have an effect of delaying, deferring
or preventing a change of control of the Company.
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SELLING SHAREHOLDERS
The Selling Shareholders have acquired 1,460,954 shares of
Common Stock offered hereby from the Company pursuant to an Acquisition
Agreement and Plan of Reorganization dated July 2, 1998 by and among the
Company and the owners of record of all of the issued and outstanding capital
stock of Telecommunication Devices Inc. and its affiliates ("TDI") pursuant to
which TDI 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 Shareholders.
Except as set forth in the table below, none of the Selling
Shareholders 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 equity holders, creditors or
employees of TDI or any of its subsidiaries. The following table sets forth
certain information regarding ownership of the Company's Common Stock by the
Selling Shareholders. None of the Selling Shareholders owns in excess of 1%
of the Common Stock and, because the Selling Shareholders 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 Shareholders upon
termination of this offering.
<TABLE>
<CAPTION>
SELLING SHAREHOLDER NUMBER OF SHARES NUMBER OF SHARES
NAME OF COMMON STOCK OFFERED HEREBY
BENEFICIALLY OWNED
- -------------------- ------------------ ----------------
<S> <C> <C>
Mohamed Alamgir 5,518 5,518
Lisa J. Becker 18,393 18,393
Lisa J. Becker, as Trustee of the Lisa 63,820 63,820
J. Becker Trust No. 1 dated October
1, 1997, or her successor in trust
Alan El-Shafei 9,196 9,196
Ronald Klint 3,678 3,678
Thomas W. Kulawiak (1) 44,144 44,144
Doris I. McHale, as Trustee of the 459,815 459,815
Doris I. McHale Revocable Trust No. 1
dated October 1, 1997, or her
successor in trust (2)
</TABLE>
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<TABLE>
<CAPTION>
SELLING SHAREHOLDER NUMBER OF SHARES NUMBER OF SHARES
NAME OF COMMON STOCK OFFERED HEREBY
BENEFICIALLY OWNED
- -------------------- ------------------ ----------------
<S> <C> <C>
John R. McHale 18,393 18,393
John R. McHale, as Trustee of the John 63,820 63,820
R. McHale Trust No. 1 dated February
27, 1996, or his successor in
trust
Martin McHale 5,518 5,518
Kelly A. Roberts 82,214 82,214
Thomas J. Roberts 1,839 1,839
Megan L. Snyder 16,554 16,554
Megan L. Snyder, as Trustee of the 51,056 51,056
Megan L. Snyder Trust No. 1 dated
May 20, 1996, or her successor in
trust
Michael C. Snyder 114,988 114,988
Molly L. Snyder 16,554 16,554
Molly L. Snyder, as Trustee of the 51,056 51,056
Molly L. Snyder Trust No. 1 dated May
20, 1996, or her successor in trust
Richard C. Snyder, as Trustee of the 421,523 421,523
Richard C. Snyder Trust No. 1
dated October 4, 1996, or his
successor in trust (3)
Donald Sweeney 5,518 5,518
Like Xie 5,518 5,518
Zhiwei Zhang 1,839 1,839
</TABLE>
________________
(1) Mr. Kulawiak served as President of TDI within the past three years.
(2) Ms. McHale served as Chairman and a Director of TDI within the past three
years.
(3) Mr. Snyder served as Vice Chairman and Director of TDI within the past
three years.
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PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale
by the Selling Shareholders 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 Shareholders, 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
Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from Selling
Shareholders 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 Shareholders 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 Shareholders or by an
agreement between the Selling Shareholders 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 Shareholders, any
discounts, commissions and other items constituting compensation from the
Selling Shareholders 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
Shareholders 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 the rules and
regulations under Regulation M,
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which provisions may limit the timing of purchases and sales of the Common
Stock by the Selling Shareholders 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 Shareholders and
certain other persons against certain liabilities, including liabilities
arising under the Securities Act.
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LEGAL MATTERS
Unless otherwise indicated in a Prospectus Supplement relating
to the Common Stock, the legality of the Common Stock will be passed upon for
the Company by Jerry Kronenberg, Vice President - General Counsel and
Secretary of the Company.
EXPERTS
The consolidated financial statements of the Company and its
consolidated subsidiaries (except the consolidated financial statements of
Augat Inc. (a wholly-owned subsidiary of the Company since December 11, 1996)
and subsidiaries as of December 29, 1996 and for each of the two years in the
period ending December 29, 1996) as of December 28, 1997 and for each of the
three years in the period ended December 28, 1997, incorporated in this
Prospectus by reference from the Annual Report on Form 10-K of the Company
for year ended December 28, 1997 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 as of December 29, 1996
and for each of the two years in the period ended December 29, 1996
(consolidated with those of the Company) have been audited by Deloitte &
Touche LLP, as stated in their report which is incorporated herein by
reference. Such financial statements of the Company 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.
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