<PAGE>
As filed with the Securities and Exchange Commission on June 11, 1999.
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 22-1326940
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8155 T&B Boulevard
Memphis, Tennessee 38125
(901) 252-8000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JERRY KRONENBERG
Vice President - General Counsel and Secretary
8155 T&B Boulevard
Memphis, Tennessee 38125
(901) 252-8000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPIES TO:
ANNE HAMBLIN SCHIAVE
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 (the "Securities Act"), 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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Aggregate Aggregate Amount of
Title of Each Class of Amount To Price Per Offering Registration
Securities Being Registered Be Registered Unit(1) Price(1) Fee
- --------------------------- ------------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value,
and Rights 16,145 $46.15625 $745,193 $207.17
</TABLE>
___________
(1) Estimated solely for purposes of determining the registration fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION
PROSPECTUS
THOMAS & BETTS CORPORATION
COMMON STOCK
16,145 SHARES
The shareholders of Thomas & Betts Corporation ("Thomas & Betts", the
"Registrant" "we", "us" or "our") listed below are offering and selling
16,145 shares of Thomas & Betts common stock, $0.10 par value per share,
under this prospectus.
The selling shareholders obtained their shares of Thomas & Betts common
stock on July 2, 1998 when we acquired all of the issued and outstanding
capital stock of Telecommunication Devices, Inc. and its affiliates.
The selling shareholders may offer their Thomas & Betts common stock
through public or private transactions, on the New York Stock Exchange or in
the over-the-counter market, at prevailing market prices, or at privately
negotiated prices. We will pay all the expenses of the registration of
common stock by the selling shareholders other than underwriting discounts
and commissions and transfer taxes, if any. We estimate these expenses will
be $39,000.
Our common stock is listed on the New York Stock Exchange under the
symbol "TNB." On June 9, 1999, the closing price of Thomas & Betts common
stock was $46.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAS APPROVED OR DISAPPROVED OF THE THOMAS & BETTS COMMON STOCK TO
BE ISSUED UNDER THIS DOCUMENT OR DETERMINED IF THIS DOCUMENT IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June ____, 1999
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A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
INFORMATION CONTAINED IN THIS PROSPECTUS IS SUBJECT TO COMPLETION OR AMENDMENT.
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THOMAS & BETTS CORPORATION
Thomas & Betts designs, manufactures and markets, on a global basis,
electrical and electronic connectors and components and has manufacturing
facilities and marketing activities in North America, Europe and the Far
East. Our products are sold worldwide through electrical, electronic and HVAC
distributors, mass merchandisers, catalogs and home centers, and directly to
original equipment manufacturer ("OEM") markets.
Thomas & Betts operates in three business segments -- Electrical,
Electronic OEM and Communications. The Electrical segment includes a broad
package of electrical connectors, components and accessories -- primarily
fasteners, fittings, connectors, boxes and covers, metal framing, grounding
and lighting. Electrical construction and maintenance components are sold
primarily in North America, and manufactured and assembled at facilities
located in the United States, Puerto Rico, Canada and Mexico. The Electronic
OEM segment manufactures and markets electronic connectors and components for
use in high-speed professional electronics, mobile communications and
automotive applications involving miniaturization, surface-mounts,
electro-magnetic interference and multiplexing. Electronic components are
sold in North America, Europe and Asia, and manufactured at facilities in the
United States, Europe, Mexico, Japan and Singapore. The Communications
segment manufactures and sells a package of drop-line hardware, connectors,
fasteners, fiber optics, grounding and accessories for use in cable
television, telecommunications and data communications network applications
in the United States, Europe and Canada. We also produce heaters, heating
and ventilation systems and transmission poles and towers for transmission
and distribution of electric power which are sold primarily in North America
and Europe and manufactured in the United States, Europe and Mexico.
Selective acquisitions have been made to broaden Thomas & Betts'
business worldwide. We are currently evaluating several acquisition
possibilities and expect to do so from time to time in the future. We will
finance acquisitions through the issuance of private or public debt or
equity, internally generated funds or a combination of the foregoing.
Thomas & Betts was established in 1898 as a sales agency for electrical
wires and raceways and was incorporated in New Jersey in 1917 and
reincorporated in Tennessee in May 1996. Our executive offices are located
at 8155 T&B Boulevard, Memphis, Tennessee 38215, telephone number (901)
252-8000.
USE OF PROCEEDS
All net proceeds from the sale of Thomas & Betts shares of common stock
will go to the selling shareholders. Thomas & Betts will not receive any of
the proceeds from the sale of these shares.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
The summary of the terms of the capital stock of Thomas & Betts set
forth below does not purport to be complete and is qualified by reference to
our charter and bylaws.
AUTHORIZED CAPITAL STOCK
The authorized capital stock of Thomas & Betts currently consists of
250,000,000 shares of common stock, $0.10 par value, and 1,000,000 shares of
preferred stock, $0.10 par value, issuable in series. As of June 9, 1999,
there were outstanding 56,880,149 shares of Thomas & Betts common stock. As
of June 9, 1999, there were no shares of Thomas & Betts preferred stock
outstanding, but 300,000 shares of Thomas & Betts preferred stock have been
reserved in connection with the Thomas & Betts Series A Participating
Cumulative Preferred Stock Purchase Rights described below under "Preferred
Stock Purchase Rights."
COMMON STOCK
A holder of Thomas & Betts common stock is 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 is entitled to participate equally
in dividends when and as such dividends may be declared by the Thomas & Betts
board of directors out of legally available funds. As a Tennessee
corporation, we are subject to statutory limitations on the declaration and
payment of dividends. In the event of a liquidation, dissolution or winding
up of Thomas & Betts, holders of Thomas & Betts 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 Thomas & Betts indebtedness,
all liabilities and the aggregate liquidation preferences of any outstanding
shares of Thomas & Betts preferred stock. The holders of Thomas & Betts
common stock have no conversion, redemption, preemptive or cumulative voting
rights. All outstanding shares of Thomas & Betts common stock are validly
issued, fully paid and non-assessable.
DIVIDENDS
Holders of Thomas & Betts common stock are entitled to receive dividends
when, as and if declared by the Thomas & Betts board of directors out of
funds legally available subject to the rights of the holders of any
outstanding shares of Thomas & Betts preferred stock. The holders of Thomas
& Betts common stock will share equally, share for share, in such dividends.
PREFERRED STOCK
As of June 9, 1999, no shares of Thomas & Betts preferred stock were
issued or outstanding. Under our charter, the Thomas & Betts board of
directors has the authority, without further shareholder approval but subject
to certain limitations set forth in our charter, to create one or more series
of Thomas & Betts preferred stock, to issue shares of Thomas & Betts
preferred stock in such series up to the maximum number of shares of the
relevant class of Thomas & Betts preferred stock authorized, and to determine
the preferences, rights, privileges and restrictions of any such series,
including the dividend rights, voting rights, rights and terms of redemption,
liquidation preferences, the number of shares constituting any such series
and the designation of such series.
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VOTING RIGHTS
Holders of the Thomas & Betts preferred stock will have no right to vote
for the election of directors of Thomas & Betts or on any other matter unless
a vote of such class is required by Tennessee law, our charter or a series
resolution by the Thomas & Betts board of directors.
TRANSFER AGENT AND REGISTRAR AGENT
First Chicago Trust Company, a division of Equiserve, P.O. Box 2536,
Mail Stop 4694, Jersey City, New Jersey 07303-2536, is the transfer agent and
registrar for the Thomas & Betts common stock.
PREFERRED STOCK PURCHASE RIGHTS
On December 3, 1997, our board of directors declared a dividend of one
preferred stock purchase right (a "Right") for each outstanding share of
common stock payable to holders of record as of the close of business on
December 15, 1997. Shares of common stock issued after that date and prior
to the distribution date (or, if sooner, December 15, 2000) will be issued
with a Right attached so that all shares of common stock outstanding prior to
the distribution date will have Rights attached.
The distribution date will occur upon the earlier of:
- 10 days following a public announcement or a later day as
determined by a majority of the Continuing Directors (as defined
below), that a person has acquired beneficial ownership of 15% or
more of the outstanding shares of common stock (an "Acquiring
Person"); or
- 10 days following (or a later day as determined by a majority of
the Continuing Directors) the date of the commencement of a
tender or exchange offer by any person which would, if
consummated, result in that person becoming an Acquiring Person.
"Continuing Director" means any member of the Thomas & Betts board of
directors who was a member of the Thomas & Betts board of directors prior to
the time an Acquiring Person becomes an Acquiring Person or any person who is
subsequently elected to the Thomas & Betts board of directors if that 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.
Prior to the distribution date:
- common stock certificates will evidence the Rights;
- Rights will transfer with the common stock;
- registered holders of the common stock will be deemed to be
registered holders of the associated Rights; and
- the Rights are not exercisable.
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<PAGE>
After the distribution date:
- First Chicago Trust Company, a division of Equiserve, will mail
separate certificates evidencing the Rights to each record holder
of the Thomas & Betts common stock as of the close of business on
the distribution date;
- the Rights will be transferable separately from the common stock;
and
- each Right will be exercisable to purchase, for $200, one
two-hundredths of a share of Series A Participating Cumulative
Preferred Stock, $0.10 par value per share.
The terms and conditions of the Rights are set forth in a Rights
Agreement dated as of December 3, 1997 between Thomas & Betts and First
Chicago Trust Company, a division of Equiserve. The Rights are listed on the
New York Stock Exchange.
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 $200, a number of shares of common
stock having a market value of $400.
If, after any person has become an Acquiring Person, (1) Thomas &
Betts is involved in a merger or other business combination in which it is
not the surviving corporation or its common stock is exchanged for other
securities or assets, or (2) Thomas & Betts 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 Thomas & Betts and its
subsidiaries, taken as a whole, then each Right will entitle the holder to
purchase, for $200, a number of shares of common stock of the other party to
the business combination or sale (or in certain circumstances, an affiliate)
having a market value of $400.
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 Thomas &
Betts common stock at an exchange ratio of one share of common stock per
Right.
The Thomas & Betts 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 a person has acquired beneficial ownership of 15% or more of
the outstanding shares of Thomas & Betts common stock or a later date as may
be designated by a majority of the Continuing Directors.
The Rights will expire on December 15, 2000, unless earlier
exchanged or redeemed. The Rights may have an effect of delaying, deferring
or preventing a change of control of Thomas & Betts.
SELLING SHAREHOLDERS
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The selling shareholders have acquired 16,145 shares of common stock
offered by this prospectus from Thomas & Betts pursuant to an Acquisition
Agreement and Plan of Reorganization dated July 2, 1998 by and among Thomas &
Betts and the owners of record of all of the issued and outstanding capital
stock of Telecommunication Devices, Inc. and its affiliates, pursuant to
which Telecommunication Devices, Inc. became a wholly-owned subsidiary of
Thomas & Betts.
We may from time to time supplement or amend this prospectus, as
required, to provide other information with respect to the selling
shareholders.
The following table sets forth certain information regarding ownership
of the selling shareholders' shares. None of the selling shareholders owns
in excess of 1% of the Thomas & Betts common stock. No estimate can be given
as to the amount of the common stock that will be held by selling
shareholders upon termination of this offering, because the selling
shareholders may offer all, part or none 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. Except as set
forth in the table below, none of the selling shareholders holds any position
or office with, has been employed by, or otherwise has a material
relationship with Thomas & Betts, or any of its predecessors or affiliates,
other than as equity holders, creditors or employees of Telecommunication
Devices, Inc.
<TABLE>
<CAPTION>
NAME OF NUMBER OF SHARES NUMBER OF
SELLING SHAREHOLDER BENEFICIALLY SHARES BEING
OWNED OFFERED
- ------------------------------------------------------------------------------
<S> <C> <C>
Megan L. Barnhart, as Trustee of the Megan
L. Barnhart Trust dated May 20, 1996, or
her successor in trust (1) 15,939 792
Lisa J. Becker, as Trustee of the Lisa J.
Becker Trust No. 1 dated October 1, 1997,
or her successor in trust (1) 26,157 962
Molly L. Eliason, as Trustee of the Molly
L. Eliason Trust dated May 20, 1996, or her
successor in trust (1) 15,939 792
Doris I. McHale, as Trustee of the Doris I.
McHale Revocable Trust No. 1 dated October
1, 1997, or her successor in trust (2) 189,441 5,388
John R. McHale, as Trustee of the John R.
McHale Trust No. 1 dated February 27,
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1996, or his successor in trust (1) 17,501 962
Kelly McHale Roberts, as Trustee of the
Kelly McHale Roberts Trust dated February
1, 1999 (1) 5,000 963
Michael C. Snyder and Karen Snyder (1) 17,605 1,347
Michael C. Snyder, as Trustee of the
Richard C. Snyder Flint Trust dated
November 18, 1998 (1) (3) 64,875 4,939
</TABLE>
_____________
(1) Ms. Barnhart, Ms. Becker, Ms. Eliason, Mr. McHale, Ms. Roberts, and Mr.
Michael C. Snyder, as individuals, beneficially own shares which are not
being offered for sale under this prospectus, in the following amounts: Ms.
Barnhart - 1,816 shares; Ms. Becker - 2,018 shares; Ms. Eliason - 1,816
shares; Mr. McHale - 2,018 shares; Ms. Roberts - 9,019 shares; and Mr.
Michael C. Snyder - 12,614 shares. Mr. Richard C. Snyder, as Trustee of
the Richard C. Snyder Trust No. 1 dated October 4, 1996 beneficially owns
46,241 shares which are not being offered under this prospectus.
(2) Ms. McHale served as chairman and a director of Telecommunication Devices,
Inc. within the past three years.
(3) Mr. Richard C. Snyder served as vice chairman and a director of
Telecommunication Devices, Inc. within the past three years.
8
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders may offer or sell any or all of their shares
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 these methods of sale. The selling
shareholders may also include donees or pledgees selling shares received from
a named selling shareholder after the date of this prospectus.
The selling shareholders, or their pledgees, donees, transferees or
other successors in interest, may sell their shares at various times in one
or more of the following transactions:
- a block trade in which a broker or dealer will attempt to sell
the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus;
- an exchange distribution in accordance with the rules of such
exchange; or
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
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. In
effecting sales, brokers or dealers engaged by the selling shareholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from selling shareholders in amounts to be
negotiated prior to the sale. In addition, any securities covered by this
prospectus which qualify for sale pursuant to SEC Rule 144 may be sold under
Rule 144 rather than pursuant to this prospectus.
The selling shareholders and any underwriters, dealers or agents that
participate in the distribution of their shares may be deemed to be
underwriters within the meaning of the Securities Act of 1933, and any profit
on the sale of their shares by them and any discounts, commissions or
concessions received by them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. The selling shareholders may
sell their shares from time to time in one or more transactions at a fixed
offering price, at varying prices determined at the time of sale or at
negotiated prices. Prices will be determined by the selling shareholders or
by an agreement between the selling shareholders and underwriters or dealers.
Brokers or dealers acting in connection with the sale of common stock
contemplated by this prospectus may receive fees or commissions in connection
with stock sales.
At the time a particular offer of common stock is made, to the extent
required by the SEC, a supplement to this prospectus will be distributed
which will identify and set forth the following:
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- the aggregate number of shares of common stock being offered and
the terms of the offering;
- the name or names of any underwriters, dealers or agents;
- the purchase price paid by any underwriter for the selling
shareholder's shares;
- any discounts, commissions and other items constituting
compensation from the selling shareholders or Thomas & Betts;
- any discounts, commissions or concessions allowed or reallowed or
paid to dealers, including the proposed selling price to the
public; and
- if a selling shareholder notifies Thomas & Betts that a donee or
pledgee intends to sell more than 1,000 shares.
A 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 SEC to reflect the disclosure of additional
information with respect to the distribution of the common stock.
Under applicable rules and regulations of the Securities and Exchange
Act of 1934, any person engaged in a distribution of common stock may not
simultaneously engage in market making activities with respect to the common
stock for a period of nine business days prior to the commencement of such
distribution. In addition and without limiting the foregoing, the selling
shareholders and any person participating in the distribution of their shares
will be subject to applicable provisions of the Securities and Exchange Act
of 1934 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 shares by the selling
shareholders.
In order to comply with certain states securities laws, if applicable,
the selling shareholders will only sell their shares through registered or
licensed brokers or dealers. In certain states, the selling shareholders may
need to register or qualify for sale of their shares in that state, unless an
exemption from registration or qualification is available.
Thomas & Betts has agreed to indemnify the selling shareholders and
certain other persons against certain liabilities, including liabilities
arising under the Securities Act of 1933.
LEGAL MATTERS
Unless otherwise indicated in a prospectus supplement relating to the
selling shareholders' shares, Jerry Kronenberg, Vice President - General
Counsel and Secretary of Thomas & Betts, will issue an opinion about the
legality of the shares.
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EXPERTS
The consolidated financial statements of Thomas & Betts and its
consolidated subsidiaries as of January 3, 1999 and for each of the years in
the three-year period ended January 3, 1999, incorporated in this Prospectus
by referenced from the Annual Report on Form 10-K of Thomas & Betts for year
ended January 3, 1999, as amended by our Form 10-K/A, have been audited by
KPMG LLP as stated in their report, which is incorporated herein by
reference. Such financial statements of Thomas & Betts and its consolidated
subsidiaries have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Thomas & Betts files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information we file at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Our SEC filings are also available to the public
from commercial document retrieval services and at the web site maintained by
the SEC at "http://www.sec.gov."
This Prospectus constitutes a part of a Form S-3 Registration Statement
filed with the SEC by Thomas & Betts. As allowed by SEC rules, this document
does not contain all the information you can find in the Registration
Statement or the exhibits to the Registration Statement.
The SEC allows us to "incorporate by reference" information into this
document, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this document,
except for any information superseded by information in this document. This
document incorporates by reference the documents set forth below that we have
previously filed with the SEC. These documents contain important information
about our company and its financial performance.
<TABLE>
<CAPTION>
THOMAS & BETTS SEC FILINGS (FILE PERIOD
NO. 1-4682)
<S> <C>
Annual Report on Form 10-K Fiscal Year ended January 3, 1999
Quarterly Report on Form 10-Q Fiscal Quarter ended April 4, 1999
Annual Report on Form 10-K/A Fiscal Year ended January 3, 1999
Quarterly Report on Form 10-Q/A Fiscal Quarter ended April 4, 1999
Current Reports on Form 8-K DATED FILED
----- -----
January 27, 1999 February 1, 1999
February 3, 1999 February 12, 1999
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February 5, 1999 February 5, 1999
April 28, 1999 May 4, 1999
Report on Form 8-A December 12, 1997 December 15, 1997
Report on Form 8B May 2, 1996 May 2, 1996
</TABLE>
We are also incorporating by reference additional documents that we file
with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this document. You can
obtain a copy of any or all of the documents incorporated by reference
through us or the SEC. Documents incorporated by reference are available
from us without charge, excluding all exhibits unless we have specifically
incorporated by reference an exhibit in this document. Shareholders may
obtain documents incorporated by reference in this document by requesting
them in writing or by telephone at the following address:
Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, Tennessee 38125
(901) 252-5962
Attn: Renee Johansen
Director-Investor Relations
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses of the issuance and
distribution of the securities (other than underwriting discounts and
commissions) being registered, all of which will be paid by the Registrant.
<TABLE>
<CAPTION>
<S> <C>
Registration fee ...................................... $ 207.17
Printing and engraving expenses ....................... 500.00
Transfer agent and registrar fees ..................... 5,000.00
Auditors' fees and expenses ........................... 10,000.00
Legal fees and expenses ............................... 20,000.00
New York Stock Exchange Listing fee ................... 1,500.00
Miscellaneous ......................................... 1,000.00
792.83
-------------
Total ................................. $ 39,000.00
</TABLE>
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 charter
limiting the liability of officers and directors, Article VIII of the
Registrant's Amended and Restated Charter 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
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director, officer, trustee, employee or agent of another enterprise, or the
legal representative of any such director, officer, trustee, employee or
agent. The provisions of Sections 48-18-501 through 48-18-509 are not
exclusive of any other rights to which those seeking indemnification may be
entitled under any certificate of incorporation, bylaw, agreement, vote of
shareholders or otherwise. Section 48-18-509 also provides that powers
granted pursuant to Sections 48-18-501 through 48-18-509 may be exercised by
the corporation notwithstanding the absence of any provision in its
certificate of incorporation or bylaws authorizing the exercise of such
powers.
Article 5 of the Registrant's bylaws provides:
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,
14
<PAGE>
to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Section or otherwise.
Section 2. Right of Claimant to Bring Suit. If a claim under
Section 1 of this Article is not paid in full by the
Corporation within ninety days after a written claim has been
received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim, and, if successful in whole or in
part, the claimant shall be entitled to be paid also the
expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required
undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Tennessee Business
Corporation Act for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent
legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct
set forth in the Tennessee Business Corporation Act, nor an
actual determination by the Corporation (including its Board
of Directors, independent legal counsel, or its shareholders)
that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable
standard of conduct.
Section 3. Non-Exclusivity of Rights; Continuation of Rights.
The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive
of any other right which any person may have or hereafter
acquire under any statute, provision of the Charter, Bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise. All rights to indemnification under this Article
shall be deemed to be a contract between the Corporation and
each director or officer of the Corporation who serves or
served in such capacity at any time while this Article is in
effect. Any repeal or modification of this Article or any
repeal or modification of relevant provisions of the Tennessee
Business Corporation Act or any other applicable laws shall
not in any way diminish any rights to indemnification of such
director or officer or the obligations of the Corporation
arising hereunder.
Section 4. Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and any director or officer
of the Corporation or
15
<PAGE>
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 Registrant has a liability insurance policy in effect, which covers
certain claims against any officer or director of the Registrant by reason of
certain breaches of duty, neglect, errors or omissions committed by such
person in his or her capacity as an officer or director.
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- ------ -----------------------
<S> <C>
4 Description of relevant portions of the Registrant's Amended and
Restated Charter defining rights of holders of its common stock
(incorporated by reference from 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, a division of Equiserve,
as Rights Agent (incorporated by reference from the Registrant's
Registration Statement on Form 8-A dated December 12, 1997).
5 Opinion of Jerry Kronenberg, Vice President - General Counsel and
Secretary of the Registrant.
23.1 Consent of KPMG LLP, independent public accountants.
23.2 Consent of Jerry Kronenberg (included in Exhibit 5).
24 Powers of Attorney
</TABLE>
16
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1)(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(ii) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (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 Commission pursuant
to Rule 424(b) 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 effective Registration Statement;
(iii) 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 (a)(l)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.
(b) 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 therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
17
<PAGE>
(c) 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 referred to in Item 15
of this Registration Statement, 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.
18
<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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Memphis, State of Tennessee, on
this 10th day of June, 1999.
THOMAS & BETTS CORPORATION
(Registrant)
By:
/s/ Jerry Kronenberg
--------------------------------------
Jerry Kronenberg
Vice President - General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
President, Chief Executive Officer
and Director
/s/ Clyde R. Moore * (Principal Executive Officer)
- ----------------------------------
Clyde R. Moore
/s/ Fred R. Jones * Vice President - Chief Financial Officer
- ---------------------------------- (Principal Financial
Fred R. Jones Officer and Principal Accounting Officer)
/s/ Ernest H. Drew * Director
- ----------------------------------
Ernest H. Drew
/s/ T. Kevin Dunnigan *
- ---------------------------------- Chairman of the Board and
T. Kevin Dunnigan Director
/s/ Jeananne K. Hauswald *
- ---------------------------------- Director
Jeananne K. Hauswald
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Ronald B. Kalich, Sr. *
- ---------------------------------- Director
Ronald B. Kalich, Sr.
/s/ Robert A. Kenkel *
- ---------------------------------- Director
Robert A. Kenkel
/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/ Jerre L. Stead *
- ---------------------------------- Director
Jerre L. Stead
/s/ William H. Waltrip *
- ---------------------------------- Director
William H. Waltrip
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
*By: /s/ Jerry Kronenberg June 10, 1999
------------------------
Jerry Kronenberg
As attorney-in-fact for the above-named
officers and directors pursuant to
powers of attorney duly executed by
such persons.
</TABLE>
20
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- ------ -----------------------
<S> <C>
4 Description of relevant portions of the Registrant's Amended and
Restated Charter defining rights of holders of its common stock
(incorporated by reference from 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, a division of
Equiserve, as Rights Agent (incorporated by reference from the
Registrant's Registration Statement on Form 8-A dated December 12,
1997).
5 Opinion of Jerry Kronenberg, Vice President - General Counsel and
Secretary of the Registrant.
23.1 Consent of KPMG LLP, independent public accountants.
23.2 Consent of Jerry Kronenberg (included in Exhibit 5).
24 Powers of Attorney
</TABLE>
21
<PAGE>
EXHIBIT 5
June 10, 1999
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 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 16,145 shares of common stock of Thomas &
Betts.
I have acted as counsel to Thomas & Betts Corporation 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. Thomas & Betts Corporation is a corporation duly organized and
validly existing under the laws of the State of Tennessee.
2. The shares of Thomas & Betts Corporation common stock have
been duly authorized, and are validly issued, fully paid and non-assessable.
I understand that this opinion is to be used in connection with
Thomas & Betts' 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, Esq.
22
<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 LLP
Memphis, Tennessee
June 10, 1999
23
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Clyde R. Moore, Jerry
Kronenberg and Fred R. Jones, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, to execute a
Registration Statement on Form S-3 to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the registration of Common Stock of Thomas & Betts Corporation in an
aggregate amount up to 60,000 shares of Common Stock and any and all
amendments to such Registration Statement whether filed prior or subsequent
to the time such Registration Statement becomes effective, including
amendments and any post-effective amendments to such Registration Statement
for the same offering that are to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, as amended; and hereby ratifies and
confirms all that such attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes may lawfully do or cause to be done by
virtue of these presents.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Clyde R. Moore President and Chief February 3, 1999
- ---------------------------------------- Executive Officer and
Clyde R. Moore Director
/s/ Ernest H. Drew Director February 3, 1999
- ----------------------------------------
Ernest H. Drew
/s/ T. Kevin Dunnigan Chairman of the Board February 1, 1999
- ----------------------------------------
T. Kevin Dunnigan
/s/ Jeananne K. Hauswald Director February 3, 1999
- ----------------------------------------
Jeananne K. Hauswald
/s/ Fred R. Jones Vice President-Chief February 3, 1999
- ---------------------------------------- Financial Officer
Fred R. Jones
/s/ Thomas W. Jones Director February 2, 1999
- ----------------------------------------
Thomas W. Jones
24
<PAGE>
/s/ Ronald B. Kalich, Sr. Director February 1, 1999
- ----------------------------------------
Ronald B. Kalich, Sr.
/s/ Robert A. Kenkel Director February 3, 1999
- ----------------------------------------
Robert A. Kenkel
/s/ Jerry Kronenberg Vice President-General February 3, 1999
- ---------------------------------------- Counsel and Secretary
Jerry Kronenberg
/s/ Kenneth R. Masterson Director February 2, 1999
- ----------------------------------------
Kenneth R. Masterson
/s/ Thomas C. McDermott Director February 1, 1999
- ----------------------------------------
Thomas C. McDermott
/s/ Jean-Paul Richard Director February 3, 1999
- ----------------------------------------
Jean-Paul Richard
/s/ Jerre L. Stead Director February 3, 1999
- ----------------------------------------
Jerre L. Stead
/s/ William H. Waltrip Director February 3, 1999
- ----------------------------------------
William H. Waltrip
</TABLE>
25
