SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4682
A. Full title of the plan, if different from that of the
issuer named below:
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, Tennessee 38125
<PAGE>
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
INDEX
Financial Statements and Exhibit Page No.
Financial Statements:
Statement of Financial Condition -
Combined Funds - December 31, 1997 and 1996. 3
Statement of Income and Changes in Plan Equity -
Combined Funds - Years Ended December 31, 1997,
1996, and 1995. 5
Notes to Financial Statements 6
Schedules (1997 Information Only):
Schedule 1 24
Schedule 2 25
Independent Auditors' Report 26
Signatures 27
Exhibit:
Auditors' Consent 28
2
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<PAGE>
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
COMBINED FUNDS
December 31 1997 1996
PLAN ASSETS
Investments at fair value:
Thomas & Betts Corporation Stock Fund
(cost $8,831,036 and $6,720,066 in 1997
and 1996, respectively) $ 10,708,357 $ 8,722,214
VMMR Federal Portfolio (cost approximates
fair value) $ 25,352,913 26,480,113
Vanguard Short-Term Federal Bond Fund (cost
$1,615,030 and $1,607,919 in 1997 and
1996, respectively) 1,610,228 1,596,835
Vanguard Index 500 Portfolio (cost
$18,548,086 and $13,975,150 in 1997 and
1996, respectively) 27,266,976 18,302,565
Vanguard U.S. Growth Fund (cost $14,071,201
and $12,351,807 in 1997 and 1996,
respectively) 19,532,027 15,492,625
Vanguard Wellington Fund (cost $24,726,638
and $22,475,964 in 1997 and 1996,
respectively) 29,880,300 25,644,550
Intermediate U.S. Treasury Bond Fund (cost
$1,503,490 and $990,458 in 1997 and 1996,
respectively) 1,535,498 985,252
International Growth Portfolio (cost
$3,142,614 and $2,736,269 in 1997 and 1996,
respectively) 3,161,961 2,908,313
Vanguard Windsor Fund (cost $550,868 and
$528,857 in 1997 and 1996, respectively) 608,124 581,081
Vanguard Windsor II Fund (cost $2,942,951 and
$3,492,544 in 1997 and 1996, respectively) 3,799,253 3,859,945
Vanguard Index Small Cap Portfolio (cost
$454,124 and $523,475 in 1997 and 1996,
respectively) 568,476 565,128
Employee Loan Fund 4,201,966 3,512,970
------------ ------------
Total Investments at fair value 128,226,079 108,651,591
Investments at contract value:
Vanguard Investment Contract Trust
(cost $1,318,430 and $1,556,422 in 1997
and 1996, respectively) 1,318,430 1,556,422
------------ ------------
Total Investments 129,544,509 110,208,013
Employee loan payments receivable 166,240 129,127
Receivable from Thomas & Betts Corporation:
Employees' contributions 800,177 668,835
Employer's contributions 382,647 320,774
------------ ------------
Total Receivables 1,349,064 1,118,736
------------ ------------
TOTAL ASSETS $130,893,573 $111,326,749
============ ===========
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<PAGE>
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
COMBINED FUNDS (cont.)
1997 1996
PLAN EQUITY
Plan equity - including net unrealized
appreciation (depreciation) of investments $130,893,573 $111,326,749
============ ============
See accompanying notes to financial statements.
4
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<PAGE>
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
COMBINED FUNDS
Years ended December 31 1997 1996 1995
Investment Income:
Dividends on Thomas & Betts
Corporation Stock Fund $ 228,036 $ 200,661 $ 203,116
Interest and other dividends 6,498,381 5,433,239 3,265,070
------------ ------------ -----------
6,726,417 5,633,900 3,468,186
Net realized gain on sales
of investments 4,836,878 2,610,389 1,184,453
Unrealized appreciation of
of investments 9,029,160 5,061,342 7,469,663
Contributions:
Employees 11,154,368 10,658,817 7,141,340
Employer 4,464,054 4,051,854 2,820,890
Assets received from plan mergers 1,075,732 19,981,613 -
------------ ------------ -----------
16,694,154 34,692,284 9,962,230
Administrative expenses (79,966) (83,488) (58,319)
Withdrawals, distributions and
forfeitures (17,639,819) (13,166,380) (8,004,761)
------------ ------------ -----------
Income and changes in plan equity
for the year 19,566,824 34,748,047 14,021,452
Plan equity at beginning of year 111,326,749 76,578,702 62,557,250
------------ ------------ -----------
Plan equity at end of year $130,893,573 $111,326,749 $76,578,702
============ ============ ===========
See accompanying notes to financial statements.
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<PAGE>
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. The accompanying financial statements have been prepared on an accrual
basis. The Plan's investments are stated at fair value except for its
investment contract which is valued at contract value. Shares of
registered investment companies are valued at quoted market prices which
represent the net asset value of shares held by the Plan at year-end.
The Corporation's stock is valued at its quoted market price. Employee
loans are valued at cost which approximates fair value. Security
transactions are recorded on the trade date, and dividend income is
recorded on the ex-dividend date. The cost of securities sold is based
on the average cost of those securities.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from
those estimates.
The Vanguard Group has been designated by the Retirement Plans Committee
as the plan trustee.
2. On April 4, 1984, the Board of Directors of the Corporation adopted the
Employees' Investment Plan in which eligible employees may elect to
participate by authorizing a withholding of an amount equal to 1%, 2%,
3%, 4% or 5% of compensation as a basic contribution to the Plan. The
Corporation contributes 75% of the first 3% and 50% of the remaining 2%
of each participating employee's basic contribution.
Each employee who has authorized a basic contribution at the maximum rate
of 5% of compensation may authorize a "supplemental contribution" of 1%
to 10% of compensation. The Corporation does not make any matching
contributions with respect to the amount of supplemental contributions
made by the employees.
Assets of the plan are invested in the following funds.
(1) The Thomas & Betts Corporation Stock Fund's assets are invested in
common stock of Thomas & Betts Corporation.
(2) The Vanguard Money Market Reserves - Federal Portfolio invests in
short-term securities that are guaranteed or backed by the U.S.
Government and its agencies.
(3) The Vanguard Short-Term Federal Bond Fund invests in bonds issued by
the U.S. Government and agency obligations.
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<PAGE>
(4) The Vanguard Index 500 Portfolio invests in the common stock of
major corporations, with the view to achieve a return on investments
equal to the Standard & Poor's 500 index.
(5) The Vanguard World Fund - U.S. Growth Portfolio invests in
high-quality, established growth stocks of companies based in the
United States.
(6) The Vanguard Wellington Fund is a balanced fund that invests in
common stocks (with emphasis on "blue chip" stocks), corporate
bonds, U.S. Government securities and preferred stock.
(7) The Intermediate U.S. Treasury Bond Fund invests in either corporate
debt securities or securities issued by the U.S. Government which
mature in five to twelve years.
(8) The International Growth Portfolio invests in the stocks of
companies located outside the United States.
(9) The Vanguard Windsor Fund invests in common stocks with relatively
low price/earnings ratios and meaningful income yields. The fund
may also invest in preferred stocks, fixed-income securities,
convertible securities, and money-market instruments.
(10) The Vanguard Windsor II Fund invests in undervalued,
income-producing stocks, characterized by above-average income
yields and below-average price/earnings ratios relative to the stock
market.
(11) The Vanguard Index Small Cap Portfolio invests in the common stocks
of smaller companies, with the view to achieve a return on
investments equal to the Russell 2000 index.
(12) The Vanguard Investment Contract Trust is a tax-exempt collective
trust fund that invests in investment contracts issued by insurance
companies and commercial banks, and similar types of fixed principal
investments.
On January 1, 1990 the Corporation established a Loan Fund allowing
participants in the Employees' Investment Plan with vested account
balances of at least $2,000 to borrow directly from their savings.
Participants may borrow up to 50% of their vested account balance or a
maximum of $50,000 for a period of 1 to 5 years. The minimum loan amount
allowed is $1,000. The interest rate charged is set at the prime rate
plus 1% on the last day of the month in which the loan is approved. This
rate does not change for the life of the loan. Loan repayments, both
principal and interest, are deposited into the participants' investment
fund(s) based on the allocation designated at the time of repayment.
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<PAGE>
Each participating employee may direct basic and supplemental
contributions in any one or more of the investment funds set up under the
Plan, except for the Vanguard Windsor Fund, Vanguard Windsor II Fund,
Vanguard Index Small Cap Portfolio and the Vanguard Investment Contract
Trust. These funds existed in the Eagle Savings Plan. When Thomas &
Betts Corporation acquired Amerace Corporation, a subsidiary of Eagle
Corporation, the balances in these funds pertaining to Amerace employees
were transferred into the Thomas & Betts Corporation Employees'
Investment Plan. However, as of the date of transfer into the Employees'
Investment Plan no contribution may be allocated to these funds. The
funds will be closed after existing contributions contained in these
funds are distributed to participants or transferred to the funds
previously existing in the Employees' Investment Plan. The Corporation's
contribution is allocated among the funds in the same proportion as the
employee's basic contribution. Each employee may change the amount and
allocation of his or her contribution or reallocate existing balances
among funds by notifying The Vanguard Group by phone on any business day.
Changes are generally effective on the following business day.
3. During 1997 the Corporation amended the Plan to provide for (i) the
participation in the Plan of eligible employees of Catamount
Manufacturing, Inc., which was acquired by the Corporation and (ii) the
merger of the Catamount Retirement Plan with and into the plan. During
1996 the Corporation amended the Plan to provide for (i) the
participation in the Plan of eligible employees of E.K. Campbell
Company, which was acquired by the Corporation; (ii) the participation in
the Plan of certain employees of Amerace and certain of its subsidiaries
which were acquired by the Corporation; (iii) the merger of the Amerace
Capital Accumulation Plan with and into the Plan; (iv) the transfer of
certain assets and liabilities from the Eagle Savings Plan to the Plan;
and (v) credit for eligibility and vesting purposes for service
completed with Bowers, a subsidiary of Amerace Corporation. The
amendments resulted in $1,075,732 and $19,981,613 of assets received
from Plan mergers during 1997 and 1996, respectively.
The Plan was also amended for forfeitures with respect to any
participant who is not 100% vested when he/she separates from service.
If a participant's vested accrued benefit is not distributed to him/her
in an immediate lump sum distribution, the nonvested portion of his/her
Corporation contribution account shall be forfeited as follows: (i) The
nonvested portion of a participant's accrued benefit, for any
participant who separates from service on or after July 1, 1996, shall
be forfeited when he/she incurs a five-year period of separation of
service. If the participant is reemployed before the five-year period
of separation ends, he/she will continue to vest starting at the point
where he/she left employment; (ii) Any participant separated from
service on or after January 1, 1989 and before July 1, 1996 but
reemployed on or after July 1, 1996 and before incurring a five-year
period of separation of service shall have his/her nonvested portion of
his/her accrued benefit (adjusted for earnings or losses) restored. If
the
8
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<PAGE>
participant was reemployed before July 1, 1996 and before incurring a
five-year period of separation of service and the nonvested portion of
his/her accrued benefit was restored, any earnings attributed to such
nonvested accrued benefit shall also be restored. The forfeiture
amendment did not have a material effect on the net assets of the Plan.
4. The following table presents investments at December 31, 1997 and 1996.
<TABLE>
1997 1996
Number of Number of
shares/units shares/units
or principal Fair or principal Fair
amount Value amount Value
<S> <C> <C> <C> <C>
Investments at fair value
as determined by quoted
market price:
Thomas & Betts Corporation
Stock Fund 683,367 $ 10,708,357 592,945 $ 8,722,214
Vanguard Wellington Fund 1,014,611 29,880,300 980,671 25,644,550
Vanguard Index 500 Portfolio 302,731 27,266,976 264,641 18,302,565
Vanguard U.S. Growth Fund 680,558 19,532,027 652,596 15,492,625
International Growth
Portfolio 192,920 3,161,961 176,690 2,908,313
Vanguard Windsor Fund 35,814 608,124 35,026 581,081
Vanguard Windsor II Fund 132,748 3,799,253 161,978 3,859,945
Vanguard Index Small Cap
Portfolio 23,936 568,476 27,935 565,128
Investments at contract value:
Vanguard Investment Contract
Trust 1,318,430 1,318,430 1,556,442 1,556,422
Investments at estimated fair
value:
VMMR Federal Portfolio 25,352,913 25,352,913 26,480,113 26,480,113
Intermediate U.S. Treasury
Bond Fund 143,908 1,535,498 94,554 985,252
Vanguard Short-Term Federal
Bond Fund 158,956 1,610,228 157,946 1,596,835
Employee Loan Fund 4,201,966 4,201,966 3,512,970 3,512,970
---------- ------------ ----------- ------------
Total investments $129,544,509 $110,208,013
============ ============
</TABLE>
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<PAGE>
A summary of net realized gains on sales of investments for the years ended
December 31, 1997, 1996 and 1995 follows:
Proceeds Net Realized
From Sales Cost Gains
1997
Thomas & Betts common stock 3,962,912 3,254,916 707,996
All Other Investments 43,279,585 39,150,703 4,128,882
---------- ---------- ---------
47,242,497 42,405,619 4,836,878
========== ========== =========
1996
Thomas & Betts common stock 3,461,730 3,146,355 315,375
All Other Investments 35,515,056 33,220,042 2,295,014
---------- ---------- ---------
38,976,786 36,366,399 2,610,387
========== ========== =========
1995
Thomas & Betts common stock 3,765,068 3,493,247 271,821
All Other Investments 23,205,178 22,292,546 912,632
---------- ---------- ---------
26,970,246 25,785,793 1,184,453
========== ========== =========
A summary of unrealized appreciation (depreciation) of investments for 1997,
1996 and 1995 follows:
Thomas & All
Betts Common Other
Stock Investments Total
Balance at December 31, 1994 559,495 165,502 724,997
Unrealized appreciation 350,875 7,118,788 7,469,663
--------- ---------- ----------
Balance at December 31, 1995 910,370 7,284,290 8,194,660
Unrealized appreciation 1,091,778 3,969,564 5,061,342
--------- ---------- ----------
Balance at December 31, 1996 2,002,148 11,253,854 13,256,002
Unrealized appreciation (124,828) 9,153,988 9,029,160
--------- ---------- ----------
Balance at December 31, 1997 1,877,320 20,407,842 22,285,162
========= ========== ==========
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<PAGE>
During the years ended December 31, 1997, 1996 and 1995, the Plan's
investments (including investments bought and sold, as well as held, during
the year) appreciated (depreciated) in value by $13,866,038, $7,671,731 and
$8,654,116, respectively, as follows:
1997 1996 1995
Thomas & Betts Corporation Stock Fund $ 583,168 $1,407,153 $ 622,697
Vanguard Short-Term Federal Bond Fund 3,124 (15,959) 79,672
Vanguard Index 500 Portfolio 5,849,829 2,526,307 2,620,388
Vanguard U.S. Growth Fund 3,256,568 1,771,567 2,113,843
Vanguard Wellington Fund 3,265,031 1,358,403 3,073,893
Intermediate U.S. Treasury Bond Fund 30,255 (40,587) 50,163
International Growth Portfolio (8,692) 158,886 93,460
Vanguard Windsor Fund 23,988 57,288 -
Vanguard Windsor II Fund 765,875 396,676 -
Vanguard Index Small Cap Portfolio 96,892 51,997 -
----------- ---------- ----------
Net appreciation in fair value $13,866,038 $7,671,731 $8,654,116
=========== ========== ==========
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<PAGE>
5. Investment programs of the Plan are participant-directed. Net assets
available for benefits at December 31, 1997 and 1996, and changes in net
assets available for benefits by investment fund for the years ended
December 31, 1997, 1996 and 1995 are as follows:
<TABLE>
1997
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
Vanguard Vanguard
T&B VMMR Vanguard Short-term Vanguard Vanguard Vanguard U.S. Index
Corporation Federal Windsor Federal Windsor II Index 500 Growth Small Cap
Stock Fund Portfolio Fund Bond Fund Fund Portfolio Fund Portfolio
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value $10,708,357 $25,352,913 $608,124 $1,610,228 $3,799,253 $27,266,976 $19,532,027 $568,476
Investments at contract value - - - - - - - -
Employee loan payments
receivable 18,038 47,091 - 2,751 59 32,813 23,399 -
Receivable from Thomas &
Betts Corporation:
Employees' Contributions 107,411 134,207 - 17,610 - 174,719 127,447 -
Employer's Contributions 52,246 71,066 - 9,426 - 78,871 57,294 -
----------- ----------- -------- ---------- ---------- ----------- ----------- --------
159,657 205,273 - 27,036 - 253,590 184,741 -
----------- ----------- -------- ---------- ---------- ----------- ----------- --------
Net assets available for
benefits $10,886,052 $25,605,277 $608,124 $1,640,015 $3,799,312 $27,553,379 $19,740,167 $568,476
=========== =========== ======== ========== ========== =========== =========== ========
</TABLE>
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<PAGE>
<TABLE>
1997
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
Vanguard
Vanguard Intermediate Investment International
Wellington U.S. Treasury Contract Growth Employee
Fund Bond Fund Trust Portfolio Loan Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value $29,880,300 $1,535,498 - $3,161,961 $4,201,966 $128,226,079
Investments at contract
value - - $1,318,430 - - 1,318,430
Employee loan payments
receivable 36,241 1,250 - 4,598 - 166,240
Receivable from Thomas &
Betts Corporation:
Employees' Contributions 185,488 13,642 - 39,653 - 800,177
Employer's Contributions 88,238 6,992 - 18,514 - 382,647
----------- ---------- ---------- ---------- ---------- ------------
273,726 20,634 - 58,167 - 1,182,824
----------- ---------- ---------- ---------- ---------- ------------
Net assets available for
benefits $30,190,267 $1,557,382 $1,318,430 $3,224,726 $4,201,966 $130,893,573
=========== ========== ========== ========== ========== ============
</TABLE>
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<PAGE>
<TABLE>
1997
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
Vanguard Vanguard
T&B VMMR Vanguard Short-term Vanguard Vanguard Vanguard U.S. Index
Corporation Federal Windsor Federal Windsor II Index 500 Growth Small Cap
Stock Fund Portfolio Fund Bond Fund Fund Portfolio Fund Portfolio
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest & other dividends $ 228,036 $ 1,394,437 $ 97,762 $ 94,559 $ 349,416 $ 561,305 $ 763,487 $ 31,739
Net appreciation
(depreciation) in fair value
of investments 583,168 - 23,988 3,124 765,875 5,849,829 3,256,568 96,892
Contributions:
Employees 1,429,091 1,810,789 - 235,240 - 2,580,521 1,803,206 -
Employer 567,176 856,060 - 106,517 - 890,265 691,929 -
Assets received from plan
mergers 125,351 271,572 - 15,260 4,607 178,478 160,639 1,184
----------- ----------- -------- ---------- ---------- ----------- ----------- ---------
Total addition 2,932,822 4,332,858 121,750 454,700 1,119,898 10,069,398 6,675,829 129,815
Administrative expenses (9,689) (13,060) (320) (2,199) (1,628) (11,276) (8,560) (420)
Withdrawals, distributions
and forfeitures (734,183) (5,168,964) (65,030) (226,419) (870,161) (2,678,512) (2,066,947) (51,839)
Transfers in (out), net (147,232) (281,747) (29,357) (209,808) (308,750) 1,672,334 (521,540) (74,208)
Net increase, (decrease) 2,041,718 (1,130,913) 27,043 16,274 (60,641) 9,042,944 4,078,782 3,348
Net assets available for plan
benefits:
Beginning of year 8,844,334 26,736,190 581,081 1,623,741 3,859,953 18,510,435 15,661,385 565,128
----------- ----------- -------- ---------- ---------- ----------- ----------- --------
End of year $10,886,052 $25,605,277 $608,124 $1,640,015 $3,799,312 $27,553,379 $19,740,167 $568,476
=========== =========== ======== ========== ========== =========== =========== ========
</TABLE>
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<PAGE>
<TABLE>
1997
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
Vanguard
Vanguard Intermediate Investment International
Wellington U.S. Treasury Contract Growth Employee
Fund Bond Fund Trust Portfolio Loan Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest & other
dividends $ 2,599,775 $ 72,730 $ 88,157 $ 136,753 $ 308,261 $ 6,726,417
Net appreciation
(depreciation) in fair
value investments 3,265,031 30,255 - (8,692) - 13,866,038
Contributions:
Employees 2,517,600 170,283 - 607,638 - 11,154,368
Employer 1,041,738 75,744 - 234,625 - 4,464,054
Assets received from
plan mergers 209,655 17,698 - 44,122 47,166 1,075,732
----------- ---------- ---------- ---------- ---------- ------------
Total additions 9,633,799 366,710 88,157 1,014,446 355,427 37,286,609
Administrative expenses (27,938) (1,029) (969) (2,878) - (79,966)
Withdrawals, distributions
and forfeitures (4,262,980) (372,033) (225,480) (486,881) (430,390) (17,639,819)
Transfers in (out), net (1,066,081) 562,993 (99,700) (260,863) 763,959 -
----------- ---------- ---------- ---------- ---------- ------------
Net increase 4,276,800 556,641 (237,992) 263,824 688,996 19,566,824
----------- ---------- ---------- ---------- ---------- ------------
Net assets available for
plan benefits:
Beginning of year 25,913,467 1,000,741 1,556,422 2,960,902 3,512,970 111,326,749
----------- ---------- ---------- ---------- ---------- ------------
End of year $30,190,267 $1,557,382 $1,318,430 $3,224,726 $4,201,966 $130,893,573
=========== ========== ========== ========== ========== ============
</TABLE>
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<PAGE>
<TABLE>
1996
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
Vanguard Vanguard
T&B VMMR Vanguard Short-term Vanguard Vanguard Vanguard U.S. Index
Corporation Federal Windsor Federal Windsor II Index 500 Growth Small Cap
Stock Fund Portfolio Fund Bond Fund Fund Portfolio Fund Portfolio
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value $8,722,214 $26,480,113 $581,081 $1,596,835 $3,859,945 $18,302,565 $15,492,625 $565,128
Employee loan payments
receivable 10,334 45,895 - 2,206 8 22,477 17,026 -
Receivable from Thomas &
Betts Corporation:
Employees' contributions 74,722 138,720 - 16,473 - 127,165 104,124 -
Employer's contributions 37,064 71,462 - 8,227 - 58,228 47,610 -
---------- ----------- -------- ---------- ---------- ----------- ----------- --------
111,786 210,182 - 24,700 - 185,393 151,734 -
---------- ----------- -------- ---------- ---------- ----------- ----------- --------
Net assets available for
benefits $8,844,334 $26,736,190 $581,081 $1,623,741 $3,859,953 $18,510,435 $15,661,385 $565,128
========== =========== ======== ========== ========== =========== =========== ========
</TABLE>
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<PAGE>
<TABLE>
1996
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
Vanguard
Vanguard Intermediate Investment International
Wellington U.S. Treasury Contract Growth Employee
Fund Bond Fund Trust Portfolio Loan Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value $25,644,550 $ 985,252 - $2,908,313 $3,512,970 $108,651,591
Investments at contract
value - - 1,556,422 - - 1,556,422
Employee loan payments
receivable 27,521 704 - 2,956 - 129,127
Receivable from Thomas &
Betts Corporation:
Employees' contributions 163,942 9,707 - 33,982 - 668,835
Employer's contributions 77,454 5,078 - 15,651 - 320,774
----------- ---------- ---------- ---------- ---------- ------------
241,396 14,785 - 49,633 - 989,609
----------- ---------- ---------- ---------- ---------- ------------
Net assets available for
benefits $25,913,467 $1,000,741 $1,556,422 $2,960,902 $3,512,970 $111,326,749
=========== ========== ========== ========== ========== ============
</TABLE>
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<PAGE>
<TABLE>
1996
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
Vanguard Vanguard
T&B VMMR Vanguard Short-term Vanguard Vanguard Vanguard U.S. Index
Corporation Federal Windsor Federal Windsor II Index 500 Growth Small Cap
Stock Fund Portfolio Fund Bond Fund Fund Portfolio Fund Portfolio
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest & other dividends $ 200,661 $ 1,264,579 $ 57,119 $ 82,441 $ 275,744 $ 352,051 $ 1,077,753 $ 45,108
Net appreciation
(depreciation) in fair value
of investments 1,407,153 - 57,288 (15,959) 396,676 2,526,307 1,771,567 51,997
Contributions:
Employees 1,156,048 2,022,680 - 307,223 - 2,264,610 1,635,767 -
Employer 444,723 914,766 - 109,032 - 730,676 580,098 -
Assets received from plan
mergers 279,387 3,117,580 555,811 143,709 3,723,237 1,870,627 784,754 630,497
---------- ---------- -------- ---------- ---------- ----------- ----------- --------
Total additions 3,487,972 7,319,605 670,218 626,446 4,395,657 7,744,271 5,849,939 727,602
Administrative expenses (8,289) (33,644) (579) (1,905) (2,392) (8,686) (6,953) (733)
Withdrawals, distributions
and forfeitures (500,499) (4,075,277) (44,248) (257,210) (392,795) (1,635,577) (1,709,641) (96,212)
Transfers in (out), net (260,841) (1,896,300) (44,310) (147,199) (140,517) 620,089 1,213,158 (65,529)
---------- ---------- -------- ---------- ---------- ----------- ----------- --------
Net increase (decrease) 2,718,343 1,314,384 581,081 220,132 3,859,953 6,720,097 5,346,503 565,128
---------- ----------- -------- ---------- ---------- ----------- ----------- --------
Net assets available for
plan benefits:
Beginning of year 6,125,991 25,421,806 - 1,403,609 - 11,790,338 10,314,882 -
---------- ----------- -------- ---------- ---------- ----------- ----------- --------
End of year $8,844,334 $26,736,190 $581,081 $1,623,741 $3,859,953 $18,510,435 $15,661,385 $565,128
========== =========== ======== ========== ========== =========== =========== ========
</TABLE>
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<PAGE>
<TABLE>
1996
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
Vanguard
Vanguard Intermediate Investment International
Wellington U.S. Treasury Contract Growth Employee
Fund Bond Fund Trust Portfolio Loan Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investments Income:
Interest & other dividends $ 1,804,890 $ 45,291 $ 90,035 $ 108,280 $ 229,948 $ 5,633,900
Net appreciation
(depreciation) in fair value
investments 1,358,403 (40,587) - 158,886 - 7,671,731
Contributions:
Employees 2,546,595 255,542 - 470,352 - 10,658,817
Employer 1,007,320 71,808 - 193,431 - 4,051,854
Assets received from plan
mergers 6,431,281 231,792 1,818,410 394,528 - 19,981,613
----------- ---------- ---------- ---------- --------- -----------
Total additions 13,148,489 563,846 1,908,445 1,325,477 229,948 47,997,915
Administrative expenses (16,032) (893) (1,292) (2,057) (33) (83,488)
Withdrawals, distributions
and forfeitures (3,495,636) (145,814) (305,338) (226,717) (281,416) (13,166,380)
Transfers in (out), net (508,339) (107,293) (45,393) 555,768 826,706 -
----------- ---------- ---------- ---------- ---------- -----------
Net increase 9,128,482 309,846 1,556,422 1,652,471 775,205 34,748,047
----------- ---------- ---------- ---------- ---------- -----------
Net assets available for
plan benefits:
Beginning of year 16,784,985 690,895 - 1,308,431 2,737,765 76,578,702
----------- ---------- ---------- ---------- ---------- ------------
End of year $25,913,467 $1,000,741 $1,556,422 $2,960,902 $3,512,970 $111,326,749
=========== ========== ========== ========== ========== ============
</TABLE>
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<PAGE>
<TABLE>
1995
Changes In Net Assets Available For Benefits By Investment Fund
Vanguard
T&B VMMR Short-term Vanguard Vanguard U.S.
Corporation Federal Federal Index 500 Growth
Stock Fund Portfolio Bond Fund Portfolio Fund
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest & other dividends $ 203,116 $ 1,463,539 $ 85,380 $ 259,632 $ 411,517
Net appreciation
(depreciation) in fair value
of investments 622,697 - 79,672 2,620,388 2,113,843
Contributions:
Employees 826,184 2,021,155 243,059 1,086,722 934,421
Employer 366,157 788,843 96,705 415,725 391,765
---------- ----------- ---------- ----------- -----------
Total additions 2,018,154 4,273,537 504,816 4,382,467 3,851,546
Administrative expenses (7,305) (24,545) (1,823) (6,375) (5,524)
Withdrawals, distributions
and forfeitures (588,646) (3,850,636) (272,021) (1,129,924) (410,261)
Transfers in (out), net (1,231,724) (830,574) (291,482) 444,855 804,728
---------- ----------- ---------- ----------- -----------
Net increase (decrease) 190,479 (432,218) (60,510) 3,691,023 4,240,489
---------- ----------- ---------- ----------- -----------
Net assets available for
plan benefits:
Beginning of year 5,935,512 25,854,024 1,464,119 8,099,315 6,074,393
---------- ----------- ---------- ----------- -----------
End of year $6,125,991 $25,421,806 $1,403,609 $11,790,338 $10,314,882
========== =========== ========== =========== ===========
</TABLE>
20
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<PAGE>
<TABLE>
1995
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
Vanguard Intermediate International
Wellington U.S. Treasury Growth Employee
Fund Bond Fund Portfolio Loan Fund Total
<S> <C> <C> <C> <C> <C>
Investments Income:
Interest & other dividends $ 807,034 $ 28,881 $ 34,233 $ 174,854 $ 3,468,186
Net appreciation
(depreciation) in fair value
investments 3,073,893 50,163 93,460 - 8,654,116
Contributions:
Employees 1,660,955 90,134 278,710 - 7,141,340
Employer 647,779 30,119 83,797 - 2,820,890
----------- -------- ---------- ---------- -----------
Total additions 6,189,661 199,297 490,200 174,854 22,084,532
Administrative expenses (11,066) (526) (1,148) (7) (58,319)
Withdrawals, distributions
and forfeitures (1,212,158) (33,694) (86,873) (420,548) (8,004,761)
Transfers in (out), net 226,099 207,613 120,305 550,180 -
----------- -------- ---------- ---------- -----------
Net increase 5,192,536 372,690 522,484 304,479 14,021,452
----------- -------- ---------- ---------- -----------
Net assets available for
plan benefits:
Beginning of year 11,592,449 318,205 785,947 2,433,286 62,557,250
----------- -------- ---------- ---------- -----------
End of year $16,784,985 $690,895 $1,308,431 $2,737,765 $76,578,702
=========== ======== ========== ========== ===========
</TABLE>
21
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<PAGE>
6. As of December 31, 1997, the number of participants in each investment
fund was as follows:
Participants
2,046 Thomas and Betts Corporation Stock Fund
2,188 VMMR Federal Portfolio
531 Vanguard Short-Term Federal Bond Fund
2,278 Vanguard Index 500 Portfolio
1,838 Vanguard - U.S. Growth Fund
2,640 Vanguard Wellington Fund
1,183 Employee Loan Fund
395 Intermediate U.S. Treasury Bond Fund
882 International Growth Portfolio
117 Vanguard Windsor Fund
303 Vanguard Windsor II Fund
134 Vanguard Index Small Cap Portfolio
182 Vanguard Investment Contract Trust
The total number of participants in the Plan was less than the total
participants shown above because many were participating in more than
one fund.
7. The Corporation's contributions vest at the end of each year starting
with the second year of credited service, at the rate of 25% each year.
A participant in the Plan whose employment terminates for any reason
before his or her death, attainment of age 60, or total and permanent
disability is entitled to receive the vested portion, plus earnings
thereon, of his or her Employer Contribution Account. The nonvested
portion of the Employer Contribution Account will be forfeited and
retained in the Plan to reduce future contributions to be made by the
Corporation to the Plan. Subject to an amendment adopted during 1996
(note 3), the nonvested portion of the employer's contribution may be
restored to a terminated participant if he/she is reemployed prior to a
five-year period of separation of service. A participant is entitled
to receive 100% of his or her own contributions plus earnings thereon.
Employees of FL Industries, Inc. hired prior to July 1, 1992 have a 100%
nonforfeitable right to the amounts in their accounts attributable to
transferred contributions from the FL Industries, Inc. Investment and
Savings Plan and shall at all times have a 100% nonforfeitable right to
the amount in their Employer Contribution accounts.
The Board of Directors of the Corporation may terminate the Plan, in
whole or in part, or permanently discontinue contributions thereunder
for any reason at any time. In the case of such termination or
permanent discontinuance of contributions thereunder, the participants
become fully vested in their accounts.
8. The Internal Revenue Service has issued a determination letter to the
effect that the Plan is a qualified plan under Section 401(a) of the
Internal Revenue Code of 1986 and is exempt from income tax under
Section 501(c). The Plan has been amended since receiving the
determination letter. However, the plan adminstrator and the plan's tax
counsel believe that the plan is currently designed and being operated
in compliance with the applicable requirements of the Internal Revenue
Code.
22
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<PAGE>
9. Under the present Federal income tax laws and regulations, participants
and their beneficiaries are not taxed at the time contributions are
made by the Corporation under the Plan, although the Corporation will
receive an immediate income tax deduction in the amount of such
contribution. All earnings of the Trust Fund, realized and unrealized,
are not taxable to any participant or his/her beneficiaries except upon
a distribution by the Trust Fund.
If a participant makes a withdrawal, generally the entire amount
distributed to the withdrawing participant will be taxable to him/her as
ordinary income. If an employee's participation in the Plan terminates,
there are a number of distribution alternatives available depending upon
age and vested account balance. To the extent that a distribution
consists of the Corporation's securities, the portion of the
distribution representing contributions to the Plan will be taxable at
the time of the distribution as ordinary income while the portion of the
distribution representing any unrealized appreciation in the value of
the Corporation's securities will not be taxable until disposition of
such shares. The participant or his/her beneficiaries may be able to
elect to have the ordinary income portion of the distribution taxed at
special rates which in most cases will be lower than the applicable
ordinary income tax rates. If the participating employee has not
participated in the Plan for five or more years before the year in which
his/her participation terminates, the special election will not be
available to the participant or his/her beneficiaries, except in the
case of termination due to the participant's death.
23
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Schedule 1
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
Schedule of Investment Assets
Year ended December 31, 1997
Identity of Issue Description Cost Fair value
Equity Securities
Thomas & Betts Corporation
Stock Fund 683,367 units $ 8,831,036 $ 10,708,357
Mutual Funds
Vanguard Wellington Fund 1,014,611 units 24,726,638 29,880,300
VMMR Federal Portfolio 25,352,913 units 25,352,913 25,352,913
Intermediate U.S. Treasury
Bond Fund 143,908 units 1,503,490 1,535,498
Vanguard Index 500 Portfolio 302,731 units 18,548,086 27,266,976
Short-Term Federal Bond Fund 158,956 units 1,615,030 1,610,228
Vanguard U.S. Growth Fund 680,558 units 14,071,201 19,532,027
International Growth Portfolio 192,920 units 3,142,614 3,161,961
Vanguard Windsor Fund 35,814 units 550,868 608,124
Vanguard Windsor II Fund 132,748 units 2,942,951 3,799,253
Vanguard Index Small
Cap Portfolio 23,936 units 454,124 568,476
Total mutual funds 28,039,095 92,907,915 113,315,756
Loan Fund
Participant loans Interest rate range
7.00% to 11.00% with
maturity date range
January 1, 1998 to
December 31, 2002 4,201,966 4,201,966
Guaranteed Investment
Contracts
Vanguard Investment Contract
Trust at contract value 1,318,430 units 1,318,430 1,318,430
Total investments $107,259,347 $129,544,509
See accompanying independent auditors' report.
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<PAGE>
Schedule 2
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
Reportable Transactions
Year ended December 31, 1997
Total
Description of Number of Purchase Selling Gain/
Security Transactions Price/Cost Price (Loss)
Purchases:
Thomas & Betts Corporation
Stock Fund 153 $ 5,307,459 $ - $ -
Vanguard Wellington Fund 165 9,955,879 - -
VMMR Federal Portfolio 237 14,895,370 - -
Vanguard Index 500
Portfolio 202 10,035,314 - -
Vanguard U.S. Growth Fund 172 6,688,103 - -
----------- ----------- ----------
$46,882,125 $ - $ -
Sales:
Thomas & Betts stock 173 $ 3,254,916 $ 3,962,912 $ 707,996
Vanguard Wellington Fund 227 7,748,809 9,028,765 1,279,956
VMMR Federal Portfolio 239 16,045,561 16,045,561 -
Vanguard Index 500
Portfolio 225 5,482,122 6,940,476 1,458,354
Vanguard U.S. Growth Fund 172 5,093,866 6,030,426 936,560
----------- ----------- ----------
$37,625,274 $42,008,140 $4,382,866
=========== =========== ==========
See accompanying independent auditors' report.
25
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<PAGE>
INDEPENDENT AUDITORS' REPORT
The Retirement Plans Committee
Thomas & Betts Corporation
We have audited the financial statements of Thomas & Betts Corporation
Employees' Investment Plan as listed in the accompanying index. These
financial statements are the responsibility of the Corporation's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Thomas & Betts Corporation
Employees' Investment Plan at December 31, 1997, and 1996, and the results of
its operations and changes in plan equity for each of the years in the three-
year period ended December 31, 1997, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in Schedules 1 and 2 is presented for purposes of additional analysis and
complying with the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974 and is
not a required part of the basic financial statements. Such supplementary
information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial statements taken
as a whole.
KPMG PEAT MARWICK LLP
Memphis, Tennessee
June 26, 1998
26
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<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
Date: June 29, 1998 By: /s/Fred R. Jones
Fred R. Jones
Vice President - Finance & Treasurer
Date: June 29, 1997 By: /s/Jerry Kronenberg
Jerry Kronenberg
Vice President - General Counsel
27
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EXHIBIT 23
The Retirement Plans Committee
Thomas & Betts Corporation
We consent to incorporation by reference in the Registration Statement No.
33-56789 of Thomas & Betts Corporation on Form S-8 of our report dated June
26, 1997, relating to the statements of financial condition of Thomas & Betts
Corporation Employees' Investment Plan as of December 31, 1997, and 1996 and
the related statements of income and changes in plan equity for each of the
years in the three-year period ended December 31, 1997, which report appears
in the December 31, 1997, annual report on Form 11-K of Thomas & Betts
Corporation Employees' Investment Plan.
KPMG PEAT MARWICK LLP
Memphis, Tennessee
June 26, 1998
28
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