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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 14, 1999
(Date of earliest event reported)
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 1-4682
(State or Other Jurisdiction (Commission File Number)
of Incorporation)
22-1326940
(IRS Employer Identification No.)
8155 T&B Boulevard
Memphis, Tennessee 38125
(Address of Principal (ZIP Code)
Executive Offices)
Registrant's Telephone Number, Including Area Code:
(901) 252-8000
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ITEM 5. OTHER EVENTS
On June 14, 1999, Thomas & Betts Corporation (the "Registrant")
provided, by the press release attached as Exhibit 20 to this report, and
incorporated herein by reference, updated information regarding its pending
merger with AFC Cable Systems, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
20 Press Release of the Registrant dated June 14, 1999.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Thomas & Betts Corporation
(Registrant)
By: /s/ Jerry Kronenberg
------------------------------------
Jerry Kronenberg
Title: Vice President-General Counsel
and Secretary
Date: June 15, 1999
2
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description of Exhibits
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<S> <C>
20 Press Release of the Registrant dated June 14, 1999.
</TABLE>
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NEWS
THOMAS & BETTS CORPORATION
8155 T&B Boulevard
Memphis, Tennessee 38125
[LOGO]
Contact:
Renee Johansen
(901) 252-5962
FOR IMMEDIATE RELEASE
THOMAS & BETTS CONFIRMS DELAY IN AFC CABLE MERGER
Memphis, Tenn., June 14, 1999 -- Thomas & Betts Corporation (NYSE:TNB) confirmed
today that its pending merger with AFC Cable Systems, Inc. (NASDAQ:AFCX) will
not be completed in the first half of 1999, as previously expected, and in light
of recent developments Thomas & Betts is unable to predict when the transaction
will be completed or whether it will be completed at all.
Thomas & Betts and AFC Cable entered into a merger agreement in January
1999. The proxy materials for the transaction are still under review by the
Securities and Exchange Commission (SEC). Thomas & Betts believes that the
review process has taken longer than originally expected due to repeated delays
over a period of months on the part of AFC Cable.
In its review the SEC has questioned the availability of
pooling-of-interests accounting treatment for the merger on the basis of amounts
payable to AFC Cable's chairman and chief executive officer under his
compensation arrangement with Thomas & Betts. Thomas & Betts continues to
respond with significant additional information to the issue raised by the SEC.
However, there can be no assurance that Thomas & Betts will be able to persuade
the SEC of the appropriateness of the compensation arrangement or, absent the
SEC's concurrence, that AFC Cable's board of directors will agree to changes in
the compensation arrangement that would allow the merger to qualify as a pooling
of interests. Thomas & Betts has advised the AFC Cable board that under terms of
the merger agreement AFC Cable has an obligation to use reasonable efforts to
comply with pooling-of-interests accounting requirements.
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Thomas & Betts also indicated that it had been informed by AFC Cable of
a third-party offer for AFC Cable that is subject to both the availability of
financing and due diligence. Thomas & Betts has not been informed by the AFC
Cable board of directors that the alternative offer represents a superior offer
to that of Thomas & Betts.
Under the terms of the merger agreement, either Thomas & Betts or AFC
Cable may terminate the agreement if the merger is not completed by June 30,
1999. Given the time necessary to complete the SEC review process and to call
meetings of the parties' shareholders, it is no longer possible to complete the
merger by that date. Thomas & Betts has requested that AFC Cable agree to extend
the termination date. To date AFC Cable has refused to accept an extension for a
period of time sufficient to allow the transaction to be completed, and instead
AFC Cable has indicated that it may attempt to terminate the agreement on or
after the termination date.
Thomas & Betts has advised AFC Cable that under the terms of the merger
agreement the right to terminate is not available to it because AFC Cable has
breached its obligation to act promptly to complete the SEC review process.
Thomas & Betts will deem any attempt by AFC Cable to terminate the merger
agreement to be legally ineffective, will continue to treat the merger agreement
as a binding and enforceable document and will consider all legal remedies
available to it, including commencement of litigation seeking specific
performance in order to require AFC Cable to comply with its obligations to
complete the merger.
Thomas & Betts remains fully committed to completing the transaction
with AFC Cable, which it believes will bring substantial benefits to the
shareholders of both companies. Thomas & Betts continues to be pleased with AFC
Cable's management and the company's financial performance.
Thomas & Betts is a leading producer of connectors and components for
worldwide electrical and electronic markets.
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