<PAGE>
As filed with the Securities and Exchange Commission on January 16, 1998
Registration No. 333-34567
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
TENNESSEE 22-1326940
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization) JERRY KRONENBERG, ESQ.
8155 T & B BOULEVARD VICE PRESIDENT - GENERAL COUNSEL
MEMPHIS, TENNESSEE 38125 8155 T & B BOULEVARD
(901) 252-5000 MEMPHIS, TENNESSEE 38125
(Address, including zip code, and telephone (901) 252-5000
number, including area code, of registrant's (Name, address, including zip code, and telephone
principal executive offices) number, including area code, of agent for service)
</TABLE>
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. |X|
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. _
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 16, 1998
PROSPECTUS
THOMAS & BETTS CORPORATION
COMMON STOCK
793,560 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 $32,000.
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 15, 1998 was $46.87 per share.
1
<PAGE>
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 __, 1998
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.
2
<PAGE>
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 at
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.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 29, 1997.
3
<PAGE>
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 28, 1997.
5. The Company's Current Report on Form 8-K dated February 25, 1997.
6. The Company's Current Report on Form 8-K dated July 25, 1997.
7. The Company's Current Report on Form 8-K dated December 4, 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, 8155 T & B Boulevard, Memphis, Tennessee 38125, Attention:
Corporate Secretary, or by calling (901) 252-5000.
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.
Under a receivables sales agreement, the Company sold a defined pool of
trade account receivables for $145.2 million on December 19, 1997. The sold
receivables will be reflected as a reduction of receivables on the Company's
audited balance sheet for the year ended December 28, 1997. Under the
agreement, the maximum amount of the purchaser's investment is $150 million and
is subject to decreases based on the
4
<PAGE>
level of eligible receivables and restrictions on concentrations of
receivables. The discount rate on the receivables sold was 6.1%.
Under the Company's Accounting Policies, summarized in Note 2 to its
Annual Report on Form 10-K for the year ended December 29, 1996, the Company
uses the equity method of accounting for its investments in 20 to 50
percent-owned companies. Under generally accepted accounting principles
("GAAP"), there is a presumption that the equity method should be used to
account for these investments. If the Company was to determine that it no
longer had the ability to exercise significant influence over the operating
and financial polices of these companies, GAAP would require the Company to
use the cost method rather than the equity method to account for these
investments. The Company regularly monitors its relationships with these
companies and reviews its accounting for these investments with its outside
auditors.
The Company has made investments in several strategic joint ventures and
owns 29.1% of the outstanding common stock (23.55% of the voting common
stock) of Leviton Manufacturing Co., Inc. ("Leviton"), a company engaged in
the business of manufacturing wiring devices and electronic components. The
Company acquired its investment in Leviton in August 1994. Leviton's chief
executive officer opposed the Company's acquisition. The chief executive
officer, with his wife, owns approximately 50.5% of Leviton's outstanding
common stock (76.45% of Leviton's voting common stock) through a voting trust
(a majority sufficient for the approval of all corporate actions which
Leviton might undertake; however, the majority is not sufficient to permit
either federal income tax consolidation or pooling of interests accounting
treatment in a merger. The remainder of the outstanding common stock, all of
which is non-voting, is owned by approximately 19 other Leviton family
members. The opposition of the chief executive officer to the Company's
investment has resulted in litigation between Leviton and the Company,
consisting of the Company's proceeding in Delaware in February 1995 to compel
Leviton to make additional financial and other information available to the
Company, and Leviton's subsequent action against the Company and other
parties in New York seeking damages and other relief in connection with the
transaction in which the Company acquired its Leviton investment. The
Company does not have and has not sought representation on Leviton's board of
directors, which would be opposed by Leviton's chief executive officer, and
does not receive copies of Leviton's board minutes.
Notwithstanding the existence of an adversarial relationship with the
controlling shareholder of Leviton, the Company has developed relationships
with certain key members of Leviton management and believes that these
relationships and other factors support management's conclusion that the
Company has the ability to exercise significant influence over Leviton's
financial and operating policies. The Company owns more than 20% of Leviton's
voting stock and there are no restrictions to the Company's ability to
exercise the attributes of ownership (situations have not arisen to date in
which the Company has had an opportunity to vote its Leviton shares in a
matter that would demonstrate significant influence over Leviton's financial
and operating policies). In addition, because the Company is a non-family
shareholder, the Company believes that it has a greater ability than other
shareholders to challenge actions by Leviton management which the Company
considers adverse to shareholder interests. Senior management responsible
for Leviton's day-to-day operations and operating and financial policies have
engaged in an ongoing dialogue over the past 20 months with the Company and
they have acknowledged that the Company's presence as a Leviton shareholder
has influenced the manner in which Leviton conducts business. Further,
Leviton has taken actions following discussions with the Company which in
some instances have been consistent with the Company's requests and
suggestions. The Company's equity in the earnings of Leviton has been
typically less than 5% and of late never more than 7% of the Company's net
income before special charges and typically less than 7% and of late never
more than 9% of the Company's net income after special charges. Should the
Company determine that it no longer has the ability to influence the
operating and financial policies of Leviton, the Company, in compliance with
GAAP, will adopt the cost method on a prospective basis.
5
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company currently consists of
80,000,000 shares of Common Stock, and 500,000 shares of preferred stock, no
par value, issuable in series (the "Preferred Stock"). As of January 15,
1998, there were outstanding 55,007,807 shares of Common Stock. As of
January 15, 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.
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
6
<PAGE>
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 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, no 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.
7
<PAGE>
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 793,560 shares of Common Stock
offered hereby from the Company pursuant to one of the following: (1) an
Acquisition Agreement and Plan of Reorganization dated July 29, 1997 by and
among the Company and the owners of record of all of the issued and outstanding
capital stock and warrants of DCP Holding Corp. ("DCP Holding"), pursuant to
which DCP Holding became a wholly-owned subsidiary of the Company; (2) an
Acquisition Agreement and Plan of Reorganization dated as of June 27, 1997 by
and among the Company and the owners of record of all of the issued and
outstanding capital stock of Electroline Manufacturing Company, Inc.
("Electroline"), pursuant to which Electroline became a wholly-owned subsidiary
of the Company; and (3) an Acquisition Agreement and Plan of Reorganization
dated as of July 10, 1997 by and between the Company and Gary L. Littrell, being
the owner of record of all of the issued and outstanding capital stock of
Patriot Products, Inc. ("Patriot"), pursuant to which Patriot 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 equity holders, creditors or employees of DCP Holding,
Electroline, Patriot, or any of their subsidiaries. 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.
8
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON NUMBER OF SHARES
SELLING STOCKHOLDER STOCK BENEFICIALLY OWNED OFFERED HEREBY
<S> <C> <C>
Carolyn W. Agnew 2,291 2,291
Timothy S. Agnew 2,291 2,291
R.E. Brooker, Jr. 11,456 11,456
Michael A. Carpenter 11,177 11,177
Cinitel U.S. Properties Inc. 11,177 11,177
William B. Conner 23,190 23,190
Herbert E. Ehlers 1,530 1,530
FCI Diamond, Inc.(1) 38,236 38,236
John F. Fort(2) 11,456 11,456
Heller Financial, Inc. 58,696 58,696
Sankey A. Johnson 23,190 23,190
Mark F. Kessenich 11,456 11,456
Lincoln Kinnicutt 1,530 1,530
Gary L. Littrell (3) 62,680 62,680
Live Oak Forest, L.P. 4,583 4,583
Daniel Morgenstern(4) 54,724 54,724
Joel Morgenstern(5) 54,724 54,724
Ruth Morgenstern(6) 30,868 30,868
Robert W. Muir, Jr. (7) 102,942 102,942
Scott Newquist 11,177 11,177
OMI Quebec FCI, LLC 105,231 105,231
Osprey Holdings, Ltd. 6,866 6,866
Phillips E. Patton 11,456 11,456
Frank W. Pepe, Jr. 40,033 40,033
Paul E. Purcell 11,177 11,177
Herald L. Ritch 11,456 11,456
Stuart M. Robbins 1,530 1,530
James J. Sawicki 40,033 40,033
SCR Diamond, Inc. 12,746 12,746
Michael W. Sexton 5,719 5,719
Fletcher Spaght, Inc. 4,471 4,471
Jennifer A. Terry 2,291 2,291
George W. Tippins 11,177 11,177
</TABLE>
9
<PAGE>
_______________________________________________
(1) The sole stockholder of FCI Diamond, Inc. is Kurt F. Buseck, who served as
the Chairman and Director of DCP Holding Corp. within the past three years.
(2) Mr. Fort served as a Director of DCP Holding Corp. within the past three
years.
(3) Mr. Littrell served as President and a Director of Patriot within the past
three years.
(4) Mr. Daniel Morgenstern served as Chief Executive Officer, Secretary and a
Director of Electroline within the past three years.
(5) Mr. Joel Morgenstern served as Vice President and a Director of
Electroline within the past three years.
(6) Ms. Ruth Morgenstern served as President, Treasurer, and a Director of
Electroline within the past three years.
(7) Mr. Muir served as Secretary, Treasurer and a Director of DCP Holding
within the past three years.
______________________________________________
10
<PAGE>
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.
11
<PAGE>
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 the rules and regulations under
Regulation M, 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 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 & Touche 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.
12
<PAGE>
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........ $13,217.46
Printing expenses*................................... 300.00
Auditors' fees and expenses*......................... 7,500.00
Legal fees and expenses*............................. 10,000.00
Miscellaneous*....................................... 982.54
----------
Total..................................... $32,000.00
*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 Tennessee with
respect to indemnification of any person against liabilities incurred by
reason of the fact that he or she 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
S-1
<PAGE>
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
S-2
<PAGE>
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.
S-3
<PAGE>
ITEM 16. LIST OF EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
4 Description of relevant portions of the Registrant's Charter defining
rights of holders of Common Stock (incorporated by reference to the
Registrant's Report on Form 8B dated May 2, 1996); Description of the terms
and conditions of the Series A Participating Cumulative Preferred Stock
Purchase Rights set forth in a Rights Agreement dated as of December 3,
1997 between the Registrant and First Chicago Trust Company of New York, as
Rights Agent (incorporated by reference to the Registrant's Registration
Statement on Form 8-A dated December 12, 1997).
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 Quarterly Report on Form 10-Q for the
nine-month period ended September 28, 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.*
________________
* Previously filed.
S-4
<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
S-5
<PAGE>
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.
S-6
<PAGE>
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 Pre-Effective
Amendment No. 2 to Registration Statement No. 333-34567 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Memphis,
State of Tennessee, on this 16th day of January 1998.
THOMAS & BETTS CORPORATION
(Registrant)
By: /S/ JERRY KRONENBERG
________________________________
Jerry Kronenberg
Vice President-General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 2 to Registration Statement No. 333-34567 has
been signed below by the following persons in the capacities and on the dates
indicated.
SIGNATURE CAPACITY DATE
/S/ CLYDE R. MOORE* President, Chief Executive Officer,
- ----------------------- Principal Executive Officer and Director
(Clyde R. Moore)
/S/ FRED R. JONES* Vice President - Finance
- ----------------------- and Treasurer (Principal Financial
(Fred R. Jones) Officer and Principal Accounting Officer)
/S/ ERNEST H. DREW* Director
- -----------------------
(Ernest H. Drew)
/S/T. KEVIN DUNNIGAN* Chairman and Director
- -----------------------
(T. Kevin Dunnigan)
/S/ JEANANNE K. HAUSWALD* Director
- ------------------------
(Jeananne K. Hauswald)
/S/ THOMAS W. JONES* Director
- ------------------------
(Thomas W. Jones)
S-7
<PAGE>
SIGNATURE CAPACITY DATE
/S/ ROBERT A. KENKEL* Director
- -----------------------
(Robert A. Kenkel)
/S/ JOHN N. LEMASTERS* Director
- -----------------------
(John N. Lemasters)
/S/ KENNETH R. MASTERSON* Director
- -------------------------
(Kenneth R. Masterson)
/S/THOMAS C. MCDERMOTT* Director
- -----------------------
(Thomas C. McDermott)
/S/ JEAN-PAUL RICHARD* Director
- -----------------------
(Jean-Paul Richard)
/S/ IAN M. ROSS* Director
- -----------------------
(Ian M. Ross)
/S/ WILLIAM H. WALTRIP* Director
- -----------------------
(William H. Waltrip)
*By:/S/ JERRY KRONENBERG January 16, 1998
--------------------
(Jerry Kronenberg)
As attorney-in-fact for the above-named
officers and directors pursuant to
powers of attorney duly executed by
such persons.
S-8
<PAGE>
EXHIBIT 5
January 16, 1998
Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, Tennessee 38125
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 793,560 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, or
attorneys under my supervision, have examined and relied upon such documents,
records, certificates and other instruments as we have deemed necessary. We
have assumed the genuineness and authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us 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.
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.
<PAGE>
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 as an exhibit to this
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectus and in any subsequently filed Prospectus Supplements.
Very truly yours,
/S/ Jerry Kronenberg
Jerry Kronenberg, Esq.
<PAGE>
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
January 12, 1998
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Thomas & Betts Corporation:
We consent to the incorporation by reference in this Pre-Effective
Amendment No. 2 to Registration Statement No. 333-34567 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 such Registration Statement.
Deloitte & Touche LLP
Boston, Massachusetts
January 14, 1998
