THOMAS & BETTS CORP
8-K, 1999-09-08
ELECTRIC LIGHTING & WIRING EQUIPMENT
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<PAGE>

                     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: August 27, 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

<PAGE>

ITEM 5.  OTHER EVENTS

     On August 27, 1999, Thomas & Betts Corporation (the "Registrant")
provided, by the press release attached as Exhibit 20 to this report, and
incorporated herein by reference, information regarding its terminated merger
with AFC Cable Systems, Inc.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

<TABLE>
<CAPTION>
(c) Exhibits
<S>              <C>

       20        Press Release of the Registrant dated August 27, 1999.
</TABLE>







                                       2

<PAGE>

                                  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/ Fred R. Jones
                                          --------------------------------------
                                          Fred R. Jones
                                   Title: Vice President-Chief Financial Officer



Date: September 8, 1999









                                       3

<PAGE>

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit               Description of Exhibits
<S>                   <C>


  20                  Press Release of Registrant dated August 27, 1999.
</TABLE>












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<PAGE>

NEWS


                              [Thomas & Betts Letterhead]



                                                    Contact:
                                                              Fred Jones:
                                                              (901) 252-5922



FOR IMMEDIATE RELEASE

        AFC CABLE SYSTEMS, INC. TERMINATES AGREEMENT WITH THOMAS & BETTS

     MEMPHIS, Tenn., August 27, 1999 -- Thomas & Betts Corporation (NYSE:TNB)
announced today that AFC Cable Systems, Inc. (NASDAQ:AFCX) has notified
Thomas & Betts that it intends to terminate the parties' merger agreement in
order to accept an alternative acquisition proposal, unless Thomas & Betts
agrees to match the alternative proposal.  Thomas & Betts has notified AFC
Cable that it does not intend to submit a revised offer and waives its right
to do so under the merger agreement.

     Under the terms of the merger agreement between Thomas & Betts and AFC
Cable, Thomas & Betts is entitled to receive from AFC Cable a termination fee
of $16 million.

     Thomas & Betts is a leading producer of connectors and components for
worldwide electrical and electronic markets.


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