<PAGE>
As filed with the Securities and Exchange Commission on September_, 1999.
Registration No. 333-_______
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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, ESQ.
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 OF SERVICE)
COPIES TO:
CYNTHIA W. YOUNG, ESQ.
Wyatt, Tarrant & Combs
Citizens Plaza
Louisville, KY 40202-2898
(502) 589-5235
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. / /
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED
AGGREGATE PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO PRICE PER AGGREGATE
SECURITIES BEING REGISTERED BE REGISTERED UNIT(1) OFFERING PRICE(1)
- --------------------------- ------------- --------- ------------------
<S> <C> <C> <C>
Common Stock,
$.10 par value, and Rights 784,156 $48.88 $38,325,624.50
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</TABLE>
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(c) and based on the average of the high and low
sales prices as of September 7, 1999.
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
784,156 SHARES
The shareholders of Thomas & Betts Corporation ("Thomas & Betts", the
"Registrant" "we", "us" or "our") listed below are offering and selling 784,156
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 August 31, 1999 when we acquired all of the issued and outstanding
capital stock of L. E. Mason Co. 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 $48,211.73.
Our common stock is listed on the New York Stock Exchange under the
symbol "TNB." On September 7, 1999, the closing price of Thomas & Betts common
stock was $50-3/8.
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 September , 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.
4
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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.
A portion of the shares that may be sold by the selling shareholders
may be subject to escrow arrangements. Any proceeds from the sale of those
shares will be deposited in the escrow account, and could serve as a source
of recovery for indemnification claims Thomas & Betts might have arising out
of its acquisition of L.E. Mason Co.
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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 September 7, 1999,
there were outstanding 57,691,983 shares of Thomas & Betts common stock. As of
September 7, 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 September 7, 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
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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.
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
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.
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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.
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
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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
The selling shareholders have acquired 784,156 shares of common stock
offered by this prospectus from Thomas & Betts pursuant to a Merger Agreement
dated August 31, 1999 by and among Thomas & Betts and the owners of record of
all of the issued and outstanding capital stock of L. E. Mason Co. and its
affiliates, pursuant to which L. E. Mason Co. 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 L. E. Mason Co.
<TABLE>
<CAPTION>
NAME OF SELLING NUMBER OF SHARES NUMBER OF SHARES
SHAREHOLDER BENEFICIALLY OWNED BEING OFFERED
- --------------- ------------------ -----------------
<S> <C> <C>
Adam Berman 8,760 8,760
Carol Berman 61,853 61,853
Harvey Berman(1) 181,411 181,411
Lisa Berman-Olswing 8,760 8,760
Robin Berman 8,760 8,760
Audrey Frank 191,459 191,459
Daniel Frank, UGTM MA 12,909 12,909
Erica Frank 4,019 4,019
John Frank(2) 68,203 68,203
Joshua Frank 9,842 9,842
The Douglas Wolfson Trust 9,476 9,476
Neil Wolfson(3) 48,510 48,510
Paula Wolfson 170,194 170,194
</TABLE>
9
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- ---------------------
(1) Mr. Berman served as chief executive officer of L. E. Mason Co. within the
past three years and he was a director and principal shareholder of that
company before it was acquired by the Registrant. At the time of the
acquisition, he became a party to a 5-year employment agreement with the
Registrant pursuant to which he was engaged as President, Red Dot
Division.
(2) Mr. Frank served as Vice President of L. E. Mason Co. within the past three
years and he was a director and principal shareholder of that company
before it was acquired by the Registrant. At the time of the acquisition,
he became a party to a 5-year employment agreement with the Registrant
pursuant to which he was engaged as Vice President, Engineering and
Logistics.
(3) Mr. Wolfson served as President of L. E. Mason Co. within the past three
years and he was a director and principal shareholder of that company
before it was acquired by the Registrant. At the time of the acquisition,
he became a party to a 5-year employment agreement with the Registrant
pursuant to which he was engaged as Vice President, Sales and Marketing.
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
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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:
- 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
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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, Penelope Y. Turnbow, Assistant Secretary
and Corporate Counsel of Thomas & Betts, will issue an opinion about the
legality of the shares. Ms. Turnbow is an employee of Thomas & Betts, and
owns shares and options to acquire shares of common stock of Thomas & Betts.
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, have been incorporated by
reference herein in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm 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
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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 NO. 1-4682) PERIOD
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<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
Quarterly Report on Form 10-Q Fiscal Quarter ended July 4, 1999
</TABLE>
<TABLE>
<CAPTION>
Current Reports on Form 8-K Dated Filed
------ ------
<S> <C> <C>
January 27, 1999 February 1, 1999
February 3, 1999 February 12, 1999
February 5, 1999 February 5, 1999
April 28, 1999 May 4, 1999
June 14, 1999 June 15, 1999
June 29, 1999 July 7, 1999
August 27, 1999 September 8, 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. You 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
<PAGE>
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>
<S> <C>
Registration fee $10,654.52
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
----------
Total $48,654.52
</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
director, officer, trustee, employee or agent of another enterprise, or the
legal representative of
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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,
15
<PAGE>
14 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.
16
<PAGE>
Section 4. Insurance. The Corporation may maintain insurance, at
its expense, to protect itself and any director or officer of the
Corporation or 15 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 Form S-3 filed
August 3, 1998); 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 Penelope Y. Turnbow, Assistant Secretary and
Corporate Counsel of the Registrant.
23.1 Consent of KPMG LLP, independent public accountants.
23.2 Consent of Penelope Y. Turnbow (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
17
<PAGE>
(ii) 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)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 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.
(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
18
<PAGE>
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.
19
<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 13th day of September, 1999.
THOMAS & BETTS CORPORATION
(Registrant)
---------------------------------
By: 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>
* /s/ Clyde R. Moore
- ------------------------- President, Chief Executive Officer and
Clyde R. Moore Director (Principal Executive Officer)
* /s/ Fred R. Jones
- ------------------------- Vice President - Chief Financial Officer
Fred R. Jones (Principal Financial 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>
20
<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
- ------------------------- Director
Thomas C. McDermott
* /s/ Jean-Paul Richard
- ------------------------- Director
Jean-Paul Richard
- ------------------------- Director
Jerre L. Stead
- ------------------------- Director
William H. Waltrip
*By: September 13, 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>
21
<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 Form S-3 filed
August 3, 1998); 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).
5.1 Opinion of Penelope Y. Turnbow, Assistant Secretary
and Corporate Counsel of the Registrant.
23.1 Consent of KPMG LLP, independent public accountants.
23.2 Consent of Penelope Y. Turnbow (included in
Exhibit 5)
24 Powers of Attorney
</TABLE>
22
<PAGE>
EXHIBIT 5
September 13, 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 784,156 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 have examined and relied upon such documents, records,
certificates and other instruments as I have deemed necessary. I have
assumed the genuineness and authenticity of all documents submitted to me as
originals and the conformity to originals of all documents submitted to me 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. In giving this consent, I do not thereby admit that I am within
the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Penelope Y. Turnbow
----------------------------
Penelope Y. Turnbow
23
<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
September 10, 1999
24
<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 784,156 shares of Common Stock in connection with the
acquisition of all of the issued and outstanding shares of L. E. Mason Co.
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 Capacity Date
- ---------- -------- -----
<S> <C> <C>
/s/ Clyde R. Moore
- ---------------------------- President, Chief Executive Officer and September 1, 1999
Clyde R. Moore Director (Principal Executive Officer)
/s/ Fred R. Jones
- ---------------------------- Vice President - Chief Financial Officer September 1, 1999
Fred R. Jones (Principal Financial and
Principal Accounting Officer)
/s/ Ernest H. Drew
- ---------------------------- Director September 1, 1999
Ernest H. Drew
/s/ T. Kevin Dunnigan
- ---------------------------- Chairman of the Board September 1, 1999
T. Kevin Dunnigan and Director
/s/ Jeananne K. Hauswald
- ---------------------------- Director September 1, 1999
Jeananne K. Hauswald
/s/ Ronald B. Kalich, Sr.
- ---------------------------- Director September 1, 1999
Ronald B. Kalich, Sr.
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Signature Capacity Date
- ---------- -------- -----
<S> <C> <C>
/s/ Robert A. Kenkel
- ---------------------------- Director September 1, 1999
Robert A. Kenkel
/s/ Kenneth R. Masterson
- ---------------------------- Director September 1, 1999
Kenneth R. Masterson
- ---------------------------- Director
Thomas C. McDermott
/s/ Jean-Paul Richard
- ---------------------------- Director September 1, 1999
Jean-Paul Richard
- ---------------------------- Director
Jerre L. Stead
- ---------------------------- Director
William H. Waltrip
</TABLE>
26
