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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THOMAS & BETTS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LETTERHEAD]
April 28, 1998
Securities and Exchange Commission
Washington, DC 20549
Re: Thomas & Betts Corporation
File No. 1-4682
Ladies and Gentlemen:
In connection with the Thomas & Betts Corporation proxy statement dated
March 23, 1998 for the annual meeting of shareholders, please find enclosed
personal solicitation materials filed pursuant to SEC Rule 14a-6(c). Members of
senior management, principally the Vice President-Finance and Treasurer and the
Investor Relations Officer, plan to contact a number of the Registrant's largest
institutional shareholders to clarify the rationale for the proposal to
increase the number of authorized shares of common and preferred stock.
Sincerely,
/s/ Fred R. Jones
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Fred R. Jones
Vice President-Finance and Treasurer
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CLARIFICATION OF THOMAS & BETTS CORPORATION RATIONALE FOR PROPOSAL #2 -
INCREASE THE AUTHORIZED COMMON AND PREFERRED STOCK
1. INCREASE IN AUTHORIZED COMMON STOCK
- Shareholders last approved an increase in the authorized common stock
in 1985.
- Since 1985, the Corporation has completed 12 stock-for-stock
acquisitions, issuing a total of 22,511,495 shares (adjusted for the April
1996 stock split), which is 41% of the shares outstanding as of March 9,
1998.
- The Corporation has an active on-going acquisition program to
increase the depth and breadth of its product offerings which has a proven
record of success in increasing shareholder value.
- A number of potential acquisitions of various sizes are currently
being evaluated and, if consummated, would cumulatively involve the issuance of
a very large number of shares.
- The timing, size and specific identity of potential acquisitions which
will ultimately be consummated and which will be financed with common stock (or
preferred stock) cannot be determined at this time.
- The increase in the number of shares requested represents management's
assessment of what it would require to accomplish both its acquisition
objectives and also to be able to accomplish a stock split.
- The current number of authorized shares of common stock is not
sufficient for the Board of Directors to consider even a two-for-one stock
split. Given the benefits that usually follow a stock split, it would be
advantageous to shareholders if the Board would have the ability to consider a
three-for-one stock split.
- If approval is granted for the increase in authorized shares to
250,000,000 shares and the Board were to declare a two-for-one stock split, the
number of shares outstanding would be approximately 115,000,000 and the percent
of shares available post-increase would be 54%; if
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there were to be a three-for-one stock split, the number of shares
outstanding would be approximately 172,500,000 and the percent of shares
available post-increase would be 31%.
2. INCREASE IN AUTHORIZED PREFERRED STOCK
- Provides flexibility to management in managing its financial matters.
- Serious consideration was recently given to a large acquisition in
which investment advisers recommended preferred stock as the most favorable
financing vehicle.
- Various investment bankers have independently suggested the use of
preferred stock as a preferred vehicle for specific financing needs.
- The Corporation has announced a strategy to increase its international
sales to 50% of revenues. Acquisitions will be a major part of this
international growth, and recent negotiations have shown that preferred stock,
depending on the circumstances, may be more attractive than common stock or debt
as a financing vehicle, particularly if pooling of interests is not possible.
3. GENERAL CONSIDERATIONS CONCERNING THE REQUESTED INCREASE IN CAPITAL STOCK
- The Corporation is required to file amendments to its charter not only
in its state of incorporation but also in all states in which the Corporation is
qualified to do business as a foreign corporation. Thomas & Betts is currently
qualified in 26 states. The cost, time and effort involved in such filings is
substantial, and therefore it is important that any such change is sufficient to
meet the Corporation's needs for the foreseeable future.
