<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 5, 1999)
$150,000,000
[LOGO]
MEDIUM-TERM NOTES, SERIES B
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
--------------
We plan to offer and sell Notes with various terms, including the following:
- Ranking as senior indebtedness of the Corporation
- Stated maturities of 9 months or more from date of issue
- Redemption or repayment provisions, if applicable, whether mandatory or at
the option of the Corporation or Noteholders
- Payments in U.S. dollars
- Minimum denominations of $1,000
- Book-entry (through The Depository Trust Company) or certificated form
- Interest will accrue at fixed rates
- Interest payments on each March 1 and September 1
We will specify the final terms for each Note, which may be different from
the terms described in this prospectus supplement, in the applicable pricing
supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement, the accompanying prospectus or any pricing supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
<TABLE>
<CAPTION>
PROCEEDS BEFORE
PUBLIC OFFERING AGENTS' DISCOUNTS EXPENSES TO
PRICE AND COMMISSIONS THE CORPORATION
<S> <C> <C> <C>
Per Note.......................... 100% .125% - .750% 99.875% - 99.250%
Total (1)......................... $150,000,000 $187,500 - $1,125,000 $149,812,500 - $148,875,000
</TABLE>
(1) Or the equivalent thereof in one or more foreign currencies.
We may sell Notes to the Agents as principal for resale at varying or fixed
offering prices or through the Agents as agent using their reasonable best
efforts on our behalf. We may also sell Notes without the assistance of the
Agents (whether acting as principal or as agent). If we sell other securities
referred to in the accompanying prospectus, the aggregate initial offering price
of Notes that we may offer and sell under this prospectus supplement is subject
to reduction.
-------------------
MERRILL LYNCH & CO.
LEHMAN BROTHERS
J.P. MORGAN & CO.
MORGAN STANLEY DEAN WITTER
-------------------
The date of this prospectus supplement is February 5, 1999.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT, ANY
PRICING SUPPLEMENT OR THE PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED
INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS SUPPLEMENT, ANY PRICING
SUPPLEMENT AND THE PROSPECTUS IS AN OFFER TO SELL ONLY THE NOTES OFFERED HEREBY
AND THEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS
LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT, ANY
PRICING SUPPLEMENT OR THE PROSPECTUS IS CURRENT ONLY AS OF THE DATE HEREOF OR
THEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT
<S> <C>
PAGE
Thomas & Betts Corporation................................................ S-3
Recent Developments....................................................... S-4
Use of Proceeds........................................................... S-5
Ratio of Earnings to Fixed Charges........................................ S-5
Description of Notes...................................................... S-6
United States Taxation.................................................... S-17
Plan of Distribution...................................................... S-22
Legal Matters............................................................. S-23
PROSPECTUS
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
Use of Proceeds........................................................... 3
Description of Debt Securities............................................ 3
Plan of Distribution...................................................... 9
Legal Matters............................................................. 10
Experts................................................................... 10
</TABLE>
S-2
<PAGE>
THOMAS & BETTS CORPORATION
The Corporation designs, manufactures and markets, on a global basis,
electrical and electronic connectors and components with manufacturing
facilities and marketing activities in North America, Europe and the Far East.
The Corporation's products are sold worldwide through electrical, electronic and
HVAC distributors, mass merchandisers, catalogs and home centers, and directly
to original equipment manufacturer ("OEM") markets.
The Corporation 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. The Corporation also
produces 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 the Corporation's business
worldwide. The Corporation currently is evaluating several acquisition
possibilities, and expects to do so from time to time in the future. The
Corporation may finance any such acquisitions which it consummates through the
issuance of private or public debt or equity, internally generated funds or a
combination of the foregoing. Under certain circumstances, the Corporation may
become more leveraged as a result of such acquisitions. The Corporation's goal
is to finance or refinance any such acquisitions in a manner that will not
result in any negative change in the ratings of its debt securities. However, no
assurance can be given that the Corporation will be able to meet this goal.
The Corporation 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. The Corporation's executive offices are located at
8155 T&B Boulevard, Memphis, Tennessee 38215, telephone number (901) 252-8000.
S-3
<PAGE>
RECENT DEVELOPMENTS
On February 5, 1999, the Corporation announced its financial results for
1998. Excluding special charges, the Corporation had net earnings in 1998 of
$164.5 million, or $2.89 per share, versus its 1997 performance of $162.3
million, or $2.87 per share. The Corporation recorded pretax special charges of
$108.5 million in the third quarter primarily for closing and consolidating
several facilities, terminating employees at those locations, downsizing
administrative functions and writing down idle facilities. That charge had a
negative after-tax impact of $77 million, or $1.35 per share, on 1998 net
earnings. Including the special charge provision, the Corporation had 1998 net
earnings of $87.5 million, or $1.54 per share on a diluted basis.
The Corporation also incurred $6.2 million of project expenses to begin
implementing its cost-reduction plans. Actions implemented in 1998 netted $7.2
million of savings in the year. The Corporation expects to complete its
cost-reduction projects by year-end 1999, and anticipates a net pretax benefit
from the cost reduction program in 1999 of $26 million. The cost reduction
actions are aimed at reducing manufacturing and administrative costs primarily
by consolidating operations and relocating production lines to lower-cost
facilities.
Reported 1998 sales were $2,230.4 million, compared to $2,259.5 million in
1997, representing a decrease of 1.3%. The Exemplar/Thomas & Betts Electrical
Systems joint venture ("JV") deconsolidation, negative foreign currency shifts
and a previously announced, planned phase-out of a large automotive platform
reduced reported net sales by $120 million in total. If sales are adjusted for
those exceptions, the Corporation's sales would have increased 4.2%.
For 1998, Electrical sales rose 9.8% and segment earnings grew 8% compared
with 1997. Sales of acquisitions, together with solid demand in construction,
utility and industrial end markets accounted for the segment's growth. The
late-1998 closing of the Kaufel Group Ltd. transaction and higher growth in
sales to commercial customers versus industrial markets caused the segment's
earnings to increase at a lesser rate than sales.
Electronic OEM sales in 1998 were 1.9% lower than the prior year if adjusted
to exclude the JV deconsolidation, negative foreign currency shifts and a
previously announced, planned phase-out of a large automotive platform, and
15.4% lower than the year-earlier period as reported. Electronic OEM 1998
segment earnings declined 5.6% from 1997's level.
In 1998, Communications sales remained about even with 1997 and full-year
segment earnings declined 26.5%. For the full-year, other sales declined 3.1%
while earnings rose 14.9%.
The consolidated gross margin declined year over year due to extra expenses
in the 1998 period related to implementing the Corporation(1)s cost-reduction
efforts, as well as to a shift in the mix of product sold in each period. The
fourth-quarter 1998 gross margin was 30.9%, compared with 1997's 32%. Marketing,
general and administrative expenses were a lower percentage of sales in 1998
than in 1997, thus lessening the impact of the lower gross margin on operating
margin.
On January 27, 1999, the Corporation announced a proposed merger with AFC
Cable Systems Inc., pending shareholder and regulatory approvals. The
Corporation plans to complete this transaction during its first fiscal quarter
of 1999.
S-4
<PAGE>
USE OF PROCEEDS
The Corporation expects to use the net proceeds of the sale of the Notes to
repay commercial paper issued by the Corporation within the past year and other
short-term borrowings. The commercial paper and other short-term borrowings were
issued at interest rates ranging from 4.82% to 5% with maturities on February
10, 1999.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------------------------------------
JANUARY 1, 1995 DECEMBER 31, 1995 DECEMBER 29, 1996 DECEMBER 28, 1997
--------------- ----------------- ----------------- -----------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Ratio of Earnings
to Fixed Charges (5)..................... 2.2(1) 4.2(2) 2.6(3) 4.5
<CAPTION>
JANUARY 3, 1999
---------------
<S> <C>
Ratio of Earnings
to Fixed Charges (5)..................... 2.8(4)
</TABLE>
- ------------------------
(1) Reflects non-recurring pretax charges of $79 million associated with various
restructuring activities incurred by the Corporation in the fiscal year
ended January 1, 1995. If such charges had not been incurred, the ratio of
earnings to fixed charges in such fiscal year would have been 4.1.
(2) Reflects non-recurring pretax charges of $23 million representing
restructuring costs and other charges incurred by the Corporation in the
fiscal year ended December 31, 1995. If such charges had not been incurred,
the ratio of earnings to fixed charges in such fiscal year would have been
4.7.
(3) Reflects non-recurring pretax charges of $97.1 million for merger costs,
restructuring costs and other charges in connection with the acquisition of
Augat Inc. and initiatives affecting certain other operations of the
Corporation incurred in the fiscal year ended December 29, 1996. If such
charges had not been incurred, the ratio of earnings to fixed charges in
such fiscal year would have been 4.1.
(4) Reflects non-recurring pre-tax charges of $108.5 million representing
restructuring costs and special charges incurred by the Corporation in the
fiscal year ended January 3, 1999. If such charges had not been incurred,
the ratio of earnings to fixed charges would have been 4.6.
(5) In July 1998, the Corporation acquired Telecommunication Devices, Inc. in a
transaction accounted for as a pooling of interests. As a result all amounts
reflected herein have been restated for all periods presented.
S-5
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes (which
represent a new series of, and are referred to in the accompanying Prospectus
as, the "Debt Securities") supplements and, to the extent inconsistent
therewith, replaces the description of the general terms and provisions of the
Debt Securities set forth in the Prospectus. This description will apply to the
Notes unless otherwise specified in the applicable Pricing Supplement. The
particular terms of the Notes offered by this Prospectus Supplement and each
Pricing Supplement will be described herein and therein. Certain capitalized
terms used herein are defined in the accompanying Prospectus.
GENERAL
The Notes will be issued under an Indenture, dated as of August 1, 1998 (as
supplemented, amended or modified from time to time, the "Indenture"), between
the Corporation and The Bank of New York, as Trustee, which is more fully
described in the accompanying Prospectus. The following summaries of certain
provisions of the Indenture do not purport to be complete, are subject to, and
are qualified in their entirety by reference to, all of the provisions of the
Indenture, including the definitions therein of certain terms.
The Debt Securities, including the Notes, will be unsecured obligations of
the Corporation and will rank equally with all other unsecured indebtedness of
the Corporation and prior to any of its subordinated indebtedness. The Indenture
does not limit the aggregate principal amount of Securities that may be issued
thereunder and provides that Debt Securities may be issued from time to time in
one or more series. The Corporation may, from time to time, without the consent
of the Holders of the Notes, provide for the issuance of Notes or other Debt
Securities under the Indenture in addition to the $150,000,000 aggregate initial
offering price of Notes offered hereby.
The Notes are currently limited to up to $150,000,000 aggregate initial
offering price and will be offered on a continuing basis through or to the
Agents. The Notes will mature nine months or more from the date of issue (the
"Stated Maturity Date"), as selected by the purchaser and agreed to by the
Corporation, and may be subject to redemption at the option of the Corporation
or repayment at the option of the Holder prior to the Stated Maturity Date upon
the terms described in the applicable Pricing Supplement. Each Note will bear
interest at a fixed rate, which may be zero in the case of a Note issued at a
price representing a substantial discount from the principal amount payable on
the Stated Maturity Date (a "Zero-Coupon Note").
The Notes may be issued as "Original Issue Discount Notes" which are Notes
including any Zero-Coupon Note, which provide for an amount less than the
principal amount thereof to be due and payable upon acceleration of maturity. In
the event of acceleration of maturity of an Original Issue Discount Note, the
amount payable to the Holder of such Note will be determined in accordance with
the terms of such Note. In addition, a Note issued at a price lower than the
principal amount thereof may, for United States federal income tax purposes, be
considered to be issued with original issue discount, regardless of the amount
payable upon acceleration of maturity. See "United States Taxation--U.S.
Holders--Original Issue Discount" in this Prospectus Supplement.
The Notes will be issued in fully registered book-entry form. The Notes will
be issued in U.S. dollar denominations of $1,000 or any integral multiple
thereof.
Transfers or exchanges of interests in Notes issued in book-entry form
through the facilities of DTC may be similarly effected through a participating
member of DTC. See "--Book-Entry Notes" below. In the event Notes are issued in
certificated form, such Notes may be transferred or exchanged at the offices
described in "--Payment of Principal, Premium and Interest" below. No service
charge will be made for any registration of transfer or exchange of Notes, but
the Corporation may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith. Prior to
due presentment of any Note for registration of transfer, the Corporation, the
Trustee and any
S-6
<PAGE>
agent of the Corporation or the Trustee may treat the person in whose name such
Note is registered as the owner and Holder thereof for all purposes, whether or
not such Note may be overdue, and none of the Corporation, the Trustee or any
such agent will be affected by notice to the contrary.
Interest rates offered by the Corporation with respect to the Notes may
differ depending upon, among other things, the aggregate principal amount of
Notes purchased in any single transaction. Notes with different variable terms
other than interest rates may also be offered concurrently to different
investors. Interest rates or formulas and other terms of Notes are subject to
change by the Corporation from time to time, but no such change will affect any
Note theretofore issued or as to which an offer has been accepted by the
Corporation.
The Indenture and the Notes will be governed by and construed in accordance
with the laws of the State of New York.
PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST
Each Note will bear interest from the date of issue at the rate per annum
stated on the face thereof (which may be zero in the case of a Zero-Coupon Note)
until the principal amount thereof is paid or otherwise made available for
payment. Unless otherwise specified in the applicable Pricing Supplement,
interest on Notes will be payable semi-annually in arrears on March 1 and
September 1 of each year to the Holders at the close of business on the
preceding February 15 and August 15, whether or not a Business Day each, a
"Regular Record Date" with respect to Notes). Interest is also payable on the
Maturity Date to the persons to whom the principal of the Notes are payable.
Interest on Notes will be computed on the basis of a 360-day year of twelve
30-day months. If any Interest Payment Date or the Maturity Date of a Note falls
on a day that is not a Business Day, the required payment will be made on the
next succeeding Business Day as if it were made on the date such payment was
due, and no interest will accrue on the amount so payable for the period from
and after such Interest Payment Date or the Maturity Date, as the case may be,
to the date of such payment on the next succeeding Business Day.
Payments of principal, premium, if any, and interest, if any, on Notes
issued in book-entry form will be made to DTC. See "--Book-Entry Notes" below.
In the event Notes are issued in certificated form, principal, premium, if any,
and interest, if any, will be payable, the transfer of the Notes will be
registrable, and Notes will be exchangeable for Notes bearing identical terms
and provisions at the office or agency of the Trustee in The City of New York
designated for such purpose, which is currently located at 101 Barclay Street,
New York, New York, 10286. Payment of interest, other than interest payable on
the Maturity Date, may be made at the option of the Corporation by check mailed
to the Holder of the applicable Note at the close of business on the relevant
Regular Record Date (as hereinafter defined) or by wire transfer to an account
maintained by such Holder, subject to the provisions of the succeeding
paragraph. Interest will be payable on each date specified in the applicable
Pricing Supplement on which an installment of interest is due and payable (each,
an "Interest Payment Date") and on the Maturity Date. If the original issue date
of a Note is between a Regular Record Date and an Interest Payment Date, the
initial interest payment will be made on the Interest Payment Date following the
next succeeding Regular Record Date to the Holder of such Note on such next
succeeding Regular Record Date.
In the case of Notes issued in certificated form, payment of principal,
premium, if any, and interest, if any, payable on the Maturity Date for each
Note will be made in immediately available funds against presentation of such
Note at the aforementioned office or agency of the Trustee, provided that such
Note is presented to the Trustee in time for the Trustee to make such payments
in such funds in accordance with its normal procedures. Interest payable on the
Maturity Date will be payable to the person to whom the principal of the Note
will be paid.
Interest payments, if any, on a Note will be equal to the amount of interest
accrued from and including the immediately preceding Interest Payment Date in
respect of which interest has been paid or duly provided for (or from and
including the date of issue, if no interest has been paid or duly provided for
S-7
<PAGE>
with respect to such Note) to but excluding the applicable Interest Payment Date
or the Maturity Date, as the case may be (each, an "Interest Accrual Period").
REDEMPTION AND REPAYMENT
If set forth in the applicable Pricing Supplement, the Notes will be subject
to redemption by the Corporation on and after the initial redemption date, if
any, fixed at the time of sale and set forth in the applicable Pricing
Supplement (the "Initial Redemption Date"). If no Initial Redemption Date is
indicated with respect to a Note, such Note will not be redeemable prior to the
Stated Maturity Date. On and after the Initial Redemption Date with respect to
any Note, at the option of the Corporation such Note will be redeemable in whole
or in part in increments of the minimum denomination in which Notes may be
issued at a redemption price (the "Redemption Price") determined in accordance
with the following paragraph, together with any accrued and unpaid interest
thereon payable to the date of redemption, on notice given no more than 60 nor
less than 30 days prior to the date of redemption.
The Redemption Price for each Note subject to redemption will initially be
equal to a certain percentage (the "Initial Redemption Percentage") of the
principal amount of such Note (or, in the case of an Original Issue Discount
Note, such portion of the principal amount of such Note as may be specified in
the terms thereof) to be redeemed and will decline at each anniversary of the
Initial Redemption Date with respect to such Note by a percentage (the "Annual
Redemption Percentage Reduction") of the principal amount of such Note (or, in
the case of an Original Issue Discount Note, such portion of the principal
amount of such Note as may be specified in the terms thereof) to be redeemed
until the Redemption Price is 100% of such principal amount (or in the case of
an Original Issue Discount Note, such portion of the principal amount). The
Initial Redemption Percentage and any Annual Redemption Percentage Reduction
with respect to each Note subject to redemption prior to the Stated Maturity
Date will be fixed at the time of sale and set forth in the applicable Pricing
Supplement.
If set forth in the applicable Pricing Supplement, the Notes will be subject
to repayment at the option of the Holders thereof in accordance with the terms
of the Notes on their respective optional repayment dates, if any, fixed at the
time of sale and set forth in the applicable Pricing Supplement (each, an
"Optional Repayment Date"). If no Optional Repayment Date is indicated with
respect to a Note, such Note will not be repayable at the option of the Holder
prior to the Stated Maturity Date. On any Optional Repayment Date with respect
to any Note, at the option of the Holder thereof such Note will be repayable in
whole or in part in increments of the minimum denomination in which such Note
may be issued at a price equal to 100% of the principal amount of such Note (or,
in the case of an Original Issue Discount Note, such portion of the principal
amount of such Note as may be specified in the terms thereof) to be repaid,
together with any accrued and unpaid interest thereon payable to the Optional
Repayment Date, on notice given by such Holder to the Corporation not more than
60 nor less than 30 days prior to the Optional Repayment Date.
Unless otherwise specified in the applicable Pricing Supplement, the Notes
will not be subject to any sinking fund.
CERTAIN COVENANTS OF THE CORPORATION
The Indenture contains certain covenants for the benefit of Holders of the
Notes. These covenants include, among others, the following:
LIMITATIONS UPON LIENS. The Indenture provides that neither the Corporation
nor any Subsidiary (as defined below) will create, incur, issue or assume any
Debt (as defined below) secured by any Lien (as defined below) on any Principal
Property (as defined below) now owned or hereafter acquired by the Corporation
or any Restricted Subsidiary (as defined below). The Indenture does not permit
the Corporation or any Subsidiary to create, incur, issue or assume any Debt
secured by any Lien on any shares of stock or Debt now existing or hereafter
created or acquired of any Restricted Subsidiary (such shares of stock or
S-8
<PAGE>
Debt of any Restricted Subsidiary being called "Restricted Securities"), without
in any such case effectively providing concurrently with the incurrence,
issuance or assumption of such Debt or the grant of any Lien with respect to
such Debt that the Notes (together with, if the Corporation so determines, any
other Debt of the Corporation or such Subsidiary then existing or thereafter
created which is not subordinate to the Notes) will be secured equally and
ratably with (or prior to) such secured Debt, so long as such secured Debt is so
secured. This restriction will not, however, apply to Debt secured by:
(i) Liens on any Principal Property or Restricted Securities of the
Corporation or any Subsidiary existing on the date of the original
issuance by the Corporation of the Notes;
(ii) Liens on any Principal Property or Restricted Securities of any
corporation existing at the time such corporation becomes a Restricted
Subsidiary or is merged with or into or consolidated with the
Corporation or a Restricted Subsidiary, or at the time of a sale, lease
or other disposition of the properties of a corporation as an entirety
or substantially as an entirety to the Corporation or a Restricted
Subsidiary, or arising thereafter pursuant to contractual commitments
entered into prior to and not in contemplation of such corporation
becoming a Restricted Subsidiary and not in contemplation of any such
merger or consolidation or any such sale, lease or other disposition;
(iii) Liens on any Principal Property or Restricted Securities of the
Corporation or any Subsidiary existing at the time of acquisition
thereof (including acquisition through merger or consolidation) or
securing the payment of all or any part or the purchase price or
construction cost thereof or securing any Debt incurred prior to, at
the time of or within 360 days after, the acquisition of such Principal
Property or Restricted Securities or the completion of any such
construction, whichever is later, for the purpose of financing all or
any part of the purchase price or construction cost thereof;
(iv) Liens on any Principal Property to secure all or any part of the cost
of development, operation, construction, alteration, repair or
improvement of all or any part of such Principal Property, or to secure
Debt incurred prior to, at the time of or within 360 days after, the
completion of such development, operation, construction, alteration,
repair or improvement, whichever is later, for the purpose of financing
all or any part of such cost;
(v) Liens which secure Debt owing by a Subsidiary to the Corporation or to a
Restricted Subsidiary;
(vi) Liens on the property of the Corporation or a Restricted Subsidiary in
favor of the United States of America or any State thereof, or any
department, agency, instrumentality or political subdivision of the
United States of America or any State thereof, (a) securing partial,
progress, advance or other payments pursuant to any contract or
statute, (b) securing indebtedness incurred to finance all or any part
of the purchase price or cost of constructing, installing or improving
the property subject to such mortgages including mortgages to secure
Debt of the pollution control or industrial revenue bond type, or (c)
securing indebtedness issued or guaranteed by the United States of
America, any State, any foreign country or any department, agency,
instrumentality or political subdivision of any such jurisdiction; and
(vii) any extension, renewal, substitution or replacement of any of the Liens
referred to in paragraphs (i) though (vi) above or the Debt secured
thereby.
Notwithstanding the foregoing, the Indenture provides that the Corporation
and any Subsidiary may create, incur, issue or assume Debt secured by a Lien
which would otherwise be subject to the foregoing restrictions if the aggregate
principal amount of all Debt secured by Liens on Principal Properties and
Restricted Securities then outstanding (not including any such Debt secured by
Liens permitted to be incurred pursuant to paragraphs (i) through (vii) above)
plus Attributable Debt (as defined below) of the Corporation and its Restricted
Subsidiaries in respect of sale and leaseback transactions (as defined in
"Limitations upon Sales and Leasebacks" below) that would otherwise be subject
to the restrictions
S-9
<PAGE>
described below under "Limitations upon Sales and Leasebacks" does not at the
time such Debt is incurred exceed an amount equal to 10% of Consolidated Net
Assets (as defined below).
For the purposes of the "Limitations upon Liens" covenant described above,
the giving of a guarantee which is secured by a Lien on Principal Property or
Restricted Securities, and the creation of a Lien on Principal Property or
Restricted Securities to secure Debt which existed prior to the creation of such
Lien, will be deemed to involve the creation of Debt in an amount equal to the
principal amount guaranteed or secured by such Lien; but the amount of Debt
secured by Liens on Principal Properties and Restricted Securities will be
computed without cumulating the underlying indebtedness with any guarantee
thereof or Lien securing the same.
LIMITATIONS UPON SALES AND LEASEBACKS. The Indenture provides that neither
the Corporation nor any Restricted Subsidiary will enter into any arrangement
after the date of the original issuance by the Corporation of the Notes with any
bank, insurance company or other lender or investor (other than the Corporation
or another Restricted Subsidiary) providing for the leasing by the Corporation
or any such Restricted Subsidiary of any Principal Property for a period of more
than three years, which was or is owned or leased by the Corporation or a
Restricted Subsidiary and which has been or is to be sold or transferred by the
Corporation or such Restricted Subsidiary, more than 180 days after the
completion of construction and commencement of all operations thereof by the
Corporation or such Restricted Subsidiary, to such lender or investor or to any
Person to whom funds have been or are to be advanced by such lender or investor
on the security of such Principal Property (herein referred to as a "sale and
leaseback transaction") unless, either:
(i) the Corporation and its Restricted Subsidiaries would be entitled,
pursuant to the provisions described in the "Limitations upon Liens"
covenant described above, to incur Debt secured by a Lien on such
Principal Property in a principal amount equal to or exceeding the
Attributable Debt in respect of such sale and leaseback transaction
without equally and ratably securing the Notes; or
(ii) the Corporation, within 180 days after the sale or transfer, applies or
causes a Restricted Subsidiary to apply an amount equal to the net
proceeds of such sale or transfer (as determined by any two of the
following: the President, any Vice President, the Treasurer and the
Controller of the Corporation) to the retirement of Notes or other
Funded Debt (as defined below) of the Corporation (other than Funded
Debt subordinated to the Notes) or Funded Debt of a Restricted
Subsidiary; PROVIDED that the amount to be so applied shall be reduced
by (a) the principal amount of Notes delivered within 180 days after
such sale or transfer to the Trustee for retirement and cancellation,
and (b) the principal amount of any such Funded Debt of the Corporation
or a Restricted Subsidiary, other than Notes, voluntarily retired by
the Corporation or a Restricted Subsidiary within 180 days after such
sale or transfer to the Trustee for retirement and cancellation,
excluding in the case of both (a) and (b), retirement pursuant to any
mandatory sinking fund payment or any mandatory prepayment provision or
by payment at maturity.
RESTRICTIONS ON FUNDED DEBT OF RESTRICTED SUBSIDIARIES. The Indenture
provides that the Corporation will not permit any Restricted Subsidiary to
create, incur, issue, assume or guarantee any Funded Debt. This restriction will
not apply if:
(i) the Corporation or such Restricted Subsidiary could create Debt secured
by Liens in accordance with the "Limitations upon Liens" covenant
described above or enter into a sale and leaseback transaction in
accordance with the "Limitations upon Sales and Leasebacks" covenant
described above in an amount equal to such Funded Debt, without equally
and ratably securing the Notes;
(ii) such Funded Debt existed on the date of the original issuance by the
Corporation of the Notes;
(iii) such Funded Debt is owed to the Corporation or any Subsidiary;
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(iv) such Funded Debt existed at the time the corporation that issued such
Funded Debt became a Restricted Subsidiary, or was merged with or into
or consolidated with such Restricted Subsidiary, or at the time of a
sale, lease or other disposition or the properties of such corporation
as an entirety to such Restricted Subsidiary, or arising thereafter
(a) otherwise than in connection with the borrowing of money arranged
thereafter and
(b) pursuant to contractual commitments entered into prior to and not in
contemplation of such corporation becoming a Restricted Subsidiary
and not in contemplation of any such merger or consolidation or any
such sale, lease or other disposition;
(v) such Funded Debt is guaranteed by the Corporation;
(vi) such Funded Debt is guaranteed by a governmental agency;
(vii) such Funded Debt is issued, assumed or guaranteed in connection with,
or with a view to, compliance by such Restricted Subsidiary with the
requirements of any program adopted by any federal, state or local
governmental authority and applicable to such Restricted Subsidiary and
providing financial or tax benefits to such Restricted Subsidiary which
are not available directly to the Corporation;
(viii) such Funded Debt is issued, assumed or guaranteed to pay all or any
part of the purchase price or the construction cost of property or
equipment acquired or constructed by a Restricted Subsidiary, provided
such Funded Debt is incurred within 360 days after acquisition,
completion of construction or commencement of full operation of such
property, whichever is later;
(ix) such Funded Debt is nonrecourse; or
(x) such Funded Debt is incurred for the purpose of extending, renewing,
substituting, replacing or refunding Funded Debt permitted by the
foregoing.
Notwithstanding the foregoing, any Restricted Subsidiary may create, incur,
issue, assume or guarantee Funded Debt which would otherwise be subject to the
foregoing restrictions in an aggregate principal amount which, together with the
aggregate outstanding principal amount of all other Funded Debt of the
Corporation's Restricted Subsidiaries which would otherwise be subject to the
foregoing restrictions (not including Funded Debt permitted to be incurred
pursuant to clauses (i) through (x) above), does not at the time such Funded
Debt is incurred exceed an amount equal to 10% of Consolidated Net Assets.
EVENTS OF DEFAULT
An Event of Default with respect to the Notes is: (a) default in payment of
any interest on any Note when due, continued for 30 days; (b) default in payment
of principal of (or premium, if any, on) any Note at its Maturity; (c) default
in the performance, or breach, of any other covenant of the Corporation in the
Indenture for more than 60 days after written notice as provided in the
Indenture; (d) an aggregate principal amount exceeding $25,000,000 becoming due
prior to maturity, without such acceleration having been rescinded or annulled
within 60 days after written notice as provided in the Indenture; (e) default in
the deposit of any sinking fund payment when and as due by the terms of the
Notes; and (f) certain events of bankruptcy, insolvency or reorganization of the
Corporation.
DEFEASANCE AND COVENANT DEFEASANCE
The provisions of the Indenture relating to defeasance and covenant
defeasance (as defined in the accompanying Prospectus) shall apply to the Notes.
In addition, covenant defeasance shall apply to the "Limitations upon Liens"
covenant, the "Limitations upon Sales and Leasebacks" covenant and the
"Restrictions on Funded Debt of Restricted Subsidiaries" covenant described
above.
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ADDITIONAL PROVISIONS; ADDENDUM
Any provisions with respect to the Notes, including the Interest Payment
Dates, the Maturity Date or any other term relating thereto, may be modified or
supplemented as specified under "Additional Provisions" on the face thereof or
in an Addendum relating thereto, if so specified on the face thereof. Such
provisions will be described in the applicable Pricing Supplement.
ORIGINAL ISSUE DISCOUNT NOTES
The Corporation may offer Notes ("Original Issue Discount Notes") from time
to time that have an Issue Price (as specified in the applicable Pricing
Supplement) that is less than 100% of the principal amount thereof (i.e. par) by
more than a percentage equal to the product of 0.25% and the number of full
years to the Stated Maturity Date. Original Issue Discount Notes may not bear
any interest currently or may bear interest at a rate that is below market rates
at the time of issuance. The difference between the Issue Price of an Original
Issue Discount Note and par is referred to herein as the "Discount." In the
event of redemption, repayment or acceleration of maturity of an Original Issue
Discount Note, the amount payable to the Holder of such Original Issue Discount
Note will be equal to the sum of (i) the Issue Price (increased by any accruals
of Discount) and, in the event of any redemption of such Original Issue Discount
Note (if applicable), multiplied by the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if applicable) and (ii)
any unpaid interest on such Original Issue Discount Note accrued to the date of
such redemption, repayment or acceleration of maturity, as the case may be.
Unless otherwise specified in the applicable Pricing Supplement, for
purposes of determining the amount of Discount that has accrued as of any date
on which a redemption, repayment or acceleration of maturity occurs for an
Original Issue Discount Note, such Discount will be accrued using a constant
yield method. The constant yield will be calculated using (i) a 30-day month,
360-day year convention, (ii) a compounding period that, except for the Initial
Period (as hereinafter defined), corresponds to the shortest period between
Interest Payment Dates for the applicable Original Issue Discount Note (with
ratable accruals within a compounding period), (iii) a coupon rate equal to the
initial coupon rate applicable to such Original Issue Discount Note and (iv) an
assumption that the maturity of such Original Issue Discount Note will not be
accelerated. If the period from the date of issue to the initial Interest
Payment Date for an Original Issue Discount Note (the "Initial Period") is
shorter than the compounding period for such Original Issue Discount Note, a
proportionate amount of the yield for an entire compounding period will be
accrued. If the Initial Period is longer than the compounding period, then such
compounding period will be divided into a regular compounding period and a short
period with the short period being treated as provided in the preceding
sentence. The accrual of the applicable Discount may differ from the accrual of
original issue discount for purposes of the Internal Revenue Code of 1986, as
amended (the "Code"), certain Original Issue Discount Notes may not be treated
as having original issue discount within the meaning of the Code, and Notes
other than Original Issue Discount Notes may be treated as issued with original
issue discount for federal income tax purposes. See "United States Taxation."
BOOK-ENTRY NOTES
The Notes will be issued in book-entry form represented by one fully
registered Note (a "Global Note") which will be deposited with, or on behalf of,
DTC and registered in the name of DTC's nominee. The Corporation has established
a depositary arrangement with DTC with respect to the Global Note, the terms of
which are summarized below. Any additional or differing terms of the depositary
arrangement with respect to the Global Note will be described in the applicable
Pricing Supplement.
Upon issuance, all Notes issued in book-entry form of like tenor and terms
will be represented by a single Global Note. No Global Note may be transferred
except as a whole by a nominee of DTC to DTC or to another nominee of DTC or by
DTC or such nominee to a successor of DTC or a nominee of such successor.
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So long as DTC or its nominee is the registered owner of a Global Note, DTC
or its nominee, as the case may be, will be the sole Holder of the Notes issued
in book-entry form represented thereby for all purposes under the Indenture.
Except as otherwise provided in this section, the actual purchasers (the
"Beneficial Owners") of Notes issued in book-entry form represented by the
Global Note will not be entitled to receive physical delivery of Notes in
certificated form and will not be considered the Holders thereof for any purpose
under the Indenture. Accordingly, each Beneficial Owner must rely on the
arrangements and procedures of DTC and, if such Beneficial Owner is not a
participant of DTC ("Participant"), on the procedures of the Participant through
which such Beneficial Owner owns its interest in order to exercise any rights of
a Holder under such Global Note or the Indenture. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in certificated form. Such limits and laws may impair the ability to
transfer beneficial interests in a Global Note.
Unless otherwise specified in the applicable Pricing Supplement, Notes
issued in book-entry form represented by a Global Note will be exchangeable for
Notes in certificated form of like tenor and terms and of differing authorized
denominations aggregating a like principal amount, only if (i) DTC notifies the
Corporation that it is unwilling or unable to continue as DTC for the Global
Notes, (ii) DTC ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), (iii) the Corporation in
its sole discretion determines that the Global Notes shall be exchangeable for
Notes in certificated form or (iv) there shall have occurred and be continuing
an Event of Default under the Indenture with respect to the Notes. Upon any such
exchange, Notes in certificated form shall be registered in the names of the
Beneficial Owners of the Global Notes representing the Notes issued in
book-entry form, which names shall be provided by DTC's relevant Participants
(as identified by DTC) to the Trustee.
The following is based on information furnished by DTC:
DTC will act as securities depository for the Global Notes. The Global
Notes will be issued as fully registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One fully registered Global Note
will be issued for each issue of Notes issued in book-entry form, each in
the aggregate principal amount of such issue, and will be deposited with
DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and
a "clearing agency" registered pursuant to the provisions of Section 17A of
the Exchange Act. DTC holds securities that the Participants deposit with
DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities
certificates. Direct Participants of DTC ("Direct Participants") include
securities brokers and dealers (including the Agents), banks, trust
companies, clearing corporations and certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, LLC, and the National
Association of Securities Dealers, Inc. Access to DTC's system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.
Purchases of Notes issued in book-entry form under DTC's system must be
made by or through Direct Participants, which will receive a credit for such
Notes on DTC's records. The ownership interest of each Beneficial Owner of
each Note issued in book-entry form which is represented by a Global Note is
in turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are
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expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participants through which such Beneficial Owner entered
into the transaction. Transfers of ownership interests in a Global Note are
to be accomplished by entries made on the books of Participants acting on
behalf of Beneficial Owners. Beneficial Owners of a Global Note will not
receive Notes in certificated form representing their ownership interests
therein, except in the event that use of the book-entry system for the
Global Notes is discontinued.
To facilitate subsequent transfers, all Global Notes representing Notes
issued in book-entry form which are deposited with, or on behalf of, DTC
will be registered in the name of DTC's nominee, Cede & Co. The deposit of
Global Notes with, or on behalf of, DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Global Notes representing Notes
issued in book-entry form; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Notes are credited, which may or
may not be the Beneficial Owners. The Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
and Indirect Participants to Beneficial Owners will by governed by
arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the
Global Notes representing Notes issued in book-entry form. Under its usual
procedures, DTC mails an Omnibus Proxy to the Corporation as soon as
possible after the applicable record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose
accounts such Notes are credited on the applicable record date (identified
in a listing attached to the Omnibus Proxy).
Principal, premium, if any, or interest, if any, payments on the Global
Notes representing Notes issued in book-entry form will be made in
immediately available funds to DTC. DTC's practice is to credit Direct
Participants' accounts on the applicable payment date in accordance with
their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payment on such date. Payments by
Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participant and not of DTC, the Trustee
or the Corporation, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal, premium, if any,
or interest, if any, to DTC is the responsibility of the Corporation or the
Trustee, disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
If applicable, redemption notices shall be sent to Cede & Co. If less
than all of the Notes within an issue represented by a Global Note are being
redeemed, DTC's practice is to determine by lot the amount of the interest
of each Direct Participant in such issue to be redeemed.
A Beneficial Owner shall give notice of any option to elect to have its
Notes issued in book-entry form repaid by the Corporation, through its
Participant, to the Trustee, and shall effect delivery of such Notes by
causing the Direct Participant to transfer the Participant's interest in the
related Global Note, on DTC's records, to the Trustee. The requirement for
physical delivery of Notes issued in book-entry form in connection with a
demand for repayment will be deemed satisfied when the ownership rights in
the related Global Note are transferred by Direct Participants on DTC's
records.
Management of DTC is aware that some computer applications, systems and
the like for processing data ("Systems") that are dependent upon calendar
dates, including dates before, on, and
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after January 1, 2000, may encounter "Year 2000 problems." DTC has informed
Direct Participants and Indirect Participants and other members of the
financial community (the "Industry") that it has developed and is
implementing a program so that its Systems, as the same relate to the timely
payment of distributions (including principal and interest payments) to
securityholders, book-entry deliveries, and settlement of trades within DTC
("DTC Services"), continue to function appropriately. This program includes
a technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is expected to be
completed within appropriate time frames.
However, DTC's ability to perform properly its services is also
dependent upon other parties, including, but not limited to, issuers and
their agents, as well as DTC's Direct Participants and Indirect
Participants, third party vendors from whom DTC Licenses software and
hardware, and third party vendors on whom DTC relies for information or the
provision of services, including telecommunication and electrical utility
service providers, among others. DTC has informed the Industry that it is
contacting (and will continue to contact) third party vendors from whom DTC
acquires services to: (i) impress upon them the importance of such services
being Year 2000 compliant; and (ii) determine the extent of their efforts
for Year 2000 remediation (and, as appropriate, testing) of their services.
In addition, DTC is in the process of developing such contingency plans as
it deems appropriate.
According to DTC, the information in the preceding two paragraphs with
respect to DTC has been provided to the Industry for informational purposes
only and is not intended to serve as a representation, warranty, or contract
modification of any kind.
DTC may discontinue providing its services as securities depository with
respect to the Global Notes at any time by giving reasonable notice to the
Corporation or the Trustee. Under such circumstances, in the event that a
successor securities depository is not obtained, Notes in certificated form
are required to be printed and delivered.
The Corporation may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository). In
that event, Notes in certificated form will be printed and delivered.
The information in this section concerning DTC and DTC's system has been
obtained from sources that the Corporation believes to be reliable, but the
Corporation takes no responsibility for the accuracy thereof.
CERTAIN DEFINITIONS
"Attributable Debt" means, as to any particular lease under which any Person
is at the time liable for a term of more than 12 months, at any date as of which
the amount thereof is to be determined, the total net amount of rent required to
be paid by such Person under such lease during the remaining term thereof
(excluding any subsequent renewal or other extension options held by the
lessee), discounted from the respective due dates thereof to such date at the
interest rate inherent in such lease (such rate to be determined by any two of
the following: the President, any Vice President, the Treasurer and the
Controller of the Corporation), compounded annually. The net amount of rent
required to be paid under any such lease for any such period should be the
aggregate amount of the rent payable by the lessee with respect to such period
after excluding amounts required to be paid on account of maintenance and
repairs, services, insurance, taxes, assessments, water rates and similar
charges and contingent rents (such as those based on sales). In the case of any
lease which is terminable by the lessee upon the payment of a penalty, such net
amount of rent should include the lesser of (i) the total discounted net amount
of rent required to be paid from the later of the first date upon which such
lease may be so terminated or the date of the determination of such amount of
rent, as the case may be, and (ii) the amount of such penalty (in which event no
rent shall be considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated).
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"Consolidated Net Assets" means the total amount of assets (less applicable
reserves and other properly deductible items) after deducting therefrom (i) all
current liabilities (excluding any thereof which are by their terms extendible
or renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (ii)
appropriate adjustments on account of minority interests of other Persons
holding stock of the Corporation's Subsidiaries, all as set forth on the most
recent balance sheet of the Corporation and its consolidated Subsidiaries and
prepared in accordance with GAAP (as defined below).
"Consolidated Subsidiary" means, at any date, any Subsidiary or other entity
the accounts of which would be consolidated with those of the Corporation in its
consolidated financial statements if such statements were prepared as of such
date.
"Debt" means any notes, bonds, debentures, or other similar evidences of
indebtedness for money borrowed.
"Funded Debt" means indebtedness created, assumed or guaranteed by a Person
for money borrowed which matures by its terms, or is renewable by the borrower
to a date, more than a year after the date of original creation, assumption or
guarantee.
"GAAP" means generally accepted accounting principles as in effect from time
to time, applied on a basis consistent (except for changes concurred in by the
Corporation's independent public accountants) with the most recent audited
consolidated financial statements of the Corporation and its Consolidated
Subsidiaries.
"Lien" means, with respect to any asset, any pledge, mortgage, charge,
encumbrance or security interest in respect of such asset; PROVIDED that any
transaction (including, without limitation, any sale of accounts receivable)
which is treated as a sale of assets under GAAP shall be so treated and any
asset which is so sold shall not be deemed subject to a Lien. Pursuant to the
Indenture, a contractual grant of a right of set-off does not create a Lien in
the absence of an agreement to maintain a balance against which such right may
be exercised.
"Principal Property" means any manufacturing plant or distribution facility,
together with the land upon which it is erected and fixtures comprising a part
thereof, owned by the Corporation or any Restricted Subsidiary and located in
the United States, the gross book value (without deduction of any reserve for
depreciation) of which on the date as of which the determination is being made
is an amount which exceeds 1% of Consolidated Net Assets, other than any such
manufacturing plant or distribution facility or any portion thereof or any such
fixture (together with the land upon which it is erected and fixtures comprising
a part thereof) (i) which is financed by industrial development bonds,
industrial revenue bonds, pollution control bonds or other similar debt issued
or guaranteed by the United States of America or any State thereof, or any
department, agency, instrumentality or political subdivision of the United
States of America or any State thereof or (ii) which, in the opinion of the
Board of Directors of the Corporation as evidenced by a Board Resolution, is not
of material importance to the total business conducted by the Corporation and
its Subsidiaries, taken as a whole.
"Restricted Subsidiary" means any Subsidiary of which, at the time of
determination, all of the outstanding capital stock (other than directors'
qualifying shares) is owned by the Corporation directly or indirectly and which,
at the time of determination, is primarily engaged in manufacturing, except a
Subsidiary (i) which neither transacts any substantial portion of its business
nor regularly maintains any substantial portion of its fixed assets within the
United States of America, (ii) which is engaged primarily in the finance
business including, without limitation thereto, financing the operations of, or
the purchase of products which are products of or incorporate products of, the
Corporation or its Subsidiaries, or (iii) which is primarily engaged in
ownership and development of real estate, construction of buildings, or related
activities, or a combination of the foregoing. In the event that there shall at
any time be a question
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as to whether a Subsidiary is primarily engaged in manufacturing or is described
in the foregoing clause (i), (ii) or (iii), such matter will be determined for
all purposes of the Indenture by a Board Resolution.
"Subsidiary" means any corporation, association or other business entity of
which at the time of determination the Corporation or one or more Subsidiaries
owns or controls more than 50% of the shares of voting stock. For the purposes
of this definition, "voting stock" means stock which ordinarily has voting power
for the election of directors, managers or trustees, whether at all times or
only so long as no senior class of stock has such voting power by reason of any
contingency.
UNITED STATES TAXATION
The following summary of certain United States federal income tax
consequences of the purchase, ownership and disposition of the Notes is based
upon laws, regulations, rulings and decisions now in effect, all of which are
subject to change (including changes in effective dates) or possible differing
interpretations. It deals only with Notes held as capital assets and does not
purport to deal with persons in special tax situations, such as financial
institutions, insurance companies, regulated investment companies, dealers in
securities or currencies, persons holding Notes as a hedge against currency
risks or as a position in a "straddle" for tax purposes, or persons whose
functional currency is not the United States dollar. It also does not deal with
holders other than original purchasers (except where otherwise specifically
noted). Persons considering the purchase of the Notes should consult their own
tax advisors concerning the application of United States federal income tax laws
to their particular situations as well as any consequences of the purchase,
ownership and disposition of the Notes arising under the laws of any other
taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a Note
that is for United States federal income tax purposes (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof (other than a partnership that is not treated as a United
States person under any applicable Treasury regulations) , (iii) an estate
income of which is subject to United States federal income taxation regardless
of its source, (iv) any trust if a court within the United States is able to
exercise primary supervision over the administration of the trust, and one or
more United States persons have the authority to control all substantial
decisions of the trust, or (v) any other person whose income or gain in respect
of a Note is effectively connected with the conduct of a United States trade or
business. Notwithstanding the preceding clause (iv), to the extent provided in
Treasury regulations, certain trusts in existence on August 20, 1996, and
treated as United States persons under the "Code" and applicable Treasury
regulations thereunder prior to such date, that elect to continue to be treated
as United States persons under the Code or applicable Treasury regulations
thereunder also will be a U.S. Holder. As used herein, the term "non-U.S.
Holder" means a beneficial owner of a Note that is not a U.S. Holder.
U.S. HOLDERS
PAYMENTS OF INTEREST. Payments of interest on a Note generally will be
taxable to a U.S. Holder as ordinary interest income at the time such payments
are accrued or are received (in accordance with the U.S. Holder's regular method
of tax accounting).
ORIGINAL ISSUE DISCOUNT. The following summary is a general discussion of
the United States federal income tax consequences to U.S. Holders of the
purchase, ownership and disposition of Notes issued with original issue discount
("Discount Notes"). The following summary is based upon final Treasury
regulations (the "OID Regulations") under the original issue discount provisions
of the Code.
For United States federal income tax purposes, original issue discount is
the excess of the stated redemption price at maturity of a Note over its issue
price, if such excess equals or exceeds a de minimis amount (generally 1/4 of 1%
of the Note's stated redemption price at maturity multiplied by the number of
complete years to its maturity from its issue date or, in the case of a Note
providing for the payment of any
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amount other than qualified stated interest (as defined below) prior to
maturity, multiplied by the weighted average maturity of such Note). The issue
price of each Note in an issue of Notes equals the first price at which a
substantial amount of such Notes has been sold (ignoring sales to bond houses,
brokers, or similar persons or organizations acting in the capacity of
underwriters, placement agents, or wholesalers). The stated redemption price at
maturity of a Note is the sum of all payments provided by the Note other than
"qualified stated interest" payments. The term "qualified stated interest"
generally means stated interest that is unconditionally payable in cash or
property (other than debt instruments of the issuer) at least annually at a
single fixed rate. In addition, under the OID Regulations, if a Note bears
interest for one or more accrual periods at a rate below the rate applicable for
the remaining term of such Note (e.g., Notes with teaser rates or interest
holidays), and if the greater of either the resulting foregone interest on such
Note or any "true" discount on such Note (i.e., the excess of the Note's stated
principal amount over its issue price) equals or exceeds a specified de minimis
amount, then the stated interest on the Note would be treated as original issue
discount rather than qualified stated interest.
Payments of qualified stated interest on a Note are taxable to a U.S. Holder
as ordinary interest income at the time such payments are accrued or are
received (in accordance with the U.S. Holder's regular method of tax
accounting). A U.S. Holder of a Discount Note must include original issue
discount in income as ordinary interest for United States federal income tax
purposes as it accrues under a constant yield method in advance of receipt of
the cash payments attributable to such income, regardless of such U.S. Holder's
regular method of tax accounting. In general, the amount of original issue
discount included in income by the initial U.S. Holder of a Discount Note is the
sum of the daily portions of original issue discount with respect to such
Discount Note for each day during the taxable year (or portion of the taxable
year) on which such U.S. Holder held such Discount Note. The "daily portion" of
original issue discount on any Discount Note is determined by allocating to each
day in any accrual period a ratable portion of the original issue discount
allocable to that accrual period. An "accrual period" may be of any length and
the accrual periods may vary in length over the term of the Discount Note,
provided that each accrual period is no longer than one year and each scheduled
payment of principal or interest occurs either on the final day of an accrual
period or on the first day of an accrual period. The amount of original issue
discount allocable to each accrual period is generally equal to the difference
between (i) the product of the Discount Note's adjusted issue price at the
beginning of such accrual period and its yield to maturity (determined on the
basis of compounding at the close of each accrual period and appropriately
adjusted to take into account the length of the particular accrual period) and
(ii) the amount of any qualified stated interest payments allocable to such
accrual period. The "adjusted issue price" of a Discount Note at the beginning
of any accrual period is the sum of the issue price of the Discount Note plus
the amount of original issue discount allocable to all prior accrual periods
minus the amount of any prior payments on the Discount Note that were not
qualified stated interest payments. Under these rules, U.S. Holders generally
will have to include in income increasingly greater amounts of original issue
discount in successive accrual periods.
A U.S. Holder who purchases a Discount Note for an amount that is greater
than its adjusted issue price as of the purchase date and less than or equal to
the sum of all amounts payable on the Discount Note after the purchase date
other than payments of qualified stated interest, will be considered to have
purchased the Discount Note at an "acquisition premium". Under the acquisition
premium rules, the amount of original issue discount which such U.S. Holder must
include in its gross income with respect to such Discount Note for any taxable
year (or portion thereof in which the U.S. Holder holds the Discount Note) will
be reduced (but not below zero) by the portion of the acquisition premium
properly allocable to the period.
Certain of the Notes (i) may be redeemable at the option of the Corporation
prior to their stated maturity (a "call option") and/or (ii) may be repayable at
the option of the holder prior to their stated maturity (a "put option"). Notes
containing such features may be subject to rules that differ from the general
rules discussed above. Investors intending to purchase Notes with such features
should consult
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their own tax advisors, since the original issue discount consequences will
depend, in part, on the particular terms and features of the purchased Notes.
U.S. Holders may generally, upon election, include in income all interest
(including stated interest, acquisition discount, original issue discount, de
minimis original issue discount, market discount, de minimis market discount,
and unstated interest, as adjusted by any amortizable bond premium or
acquisition premium) that accrues on a debt instrument by using the constant
yield method applicable to original issue discount, subject to certain
limitations and exceptions.
SHORT-TERM NOTES. Notes that have a fixed maturity of one year or less
("Short-Term Notes") will be treated as having been issued with original issue
discount. All payments of interest on a Short-Term Note will be included in the
stated redemption price at maturity of the Notes. In general, an individual or
other cash method U.S. Holder is not required to accrue such original issue
discount unless the U.S. Holder elects to do so. If such an election is not
made, any gain recognized by the U.S. Holder on the sale, exchange or maturity
of the Short-Term Note will be ordinary income to the extent of the original
issue discount accrued on a straight-line basis, or upon election under the
constant yield method (based on daily compounding), reduced by any interest
received, through the date of sale or maturity, and a portion of the deductions
otherwise allowable to the U.S. Holder for interest on borrowings allocable to
the Short-Term Note will be deferred until a corresponding amount of income is
realized. U.S. Holders who report income for United States federal income tax
purposes under the accrual method, and certain other holders including banks and
dealers in securities, are required to accrue original issue discount on a
Short-Term Note on a straight-line basis unless an election is made to accrue
the original issue discount under a constant yield method (based on daily
compounding).
MARKET DISCOUNT. If a U.S. Holder purchases a Note, other than a Discount
Note, for an amount that is less than its issue price (or, in the case of a
subsequent purchaser, its stated redemption price at maturity) or, in the case
of a Discount Note, for an amount that is less than its adjusted issue price as
of the purchase date, such U.S. Holder will be treated as having purchased such
Note at a "market discount," unless such market discount is less than a
specified de minimis amount.
Under the market discount rules, a U.S. Holder will be required to treat any
partial principal payment (or, in the case of a Discount Note, any payment that
does not constitute qualified stated interest) on, or any gain realized on the
sale, exchange, retirement or other disposition of, a Note as ordinary income to
the extent of the lesser of (i) the amount of such payment or realized gain or
(ii) the market discount which has not previously been included in income and is
treated as having accrued on such Note at the time of such payment or
disposition. Market discount will be considered to accrue ratably during the
period from the date of acquisition to the maturity date of the Note, unless the
U.S. Holder elects to accrue market discount on the basis of semiannual
compounding.
A U.S. Holder may be required to defer the deduction of all or a portion of
the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry a Note with market discount until the maturity of the Note or
certain earlier dispositions, because a current deduction is only allowed to the
extent the interest expense exceeds an allocable portion of market discount. A
U.S. Holder may elect to include market discount in income currently as it
accrues (on either a ratable or semiannual compounding basis), in which case the
rules described above regarding the treatment as ordinary income of gain upon
the disposition of the Note and upon the receipt of certain cash payments and
regarding the deferral of interest deductions will not apply. Generally, such
currently included market discount is treated as ordinary interest for United
States federal income tax purposes. Such an election will apply to all debt
instruments acquired by the U.S. Holder on or after the first day of the first
taxable year to which such election applies and may be revoked only with the
consent of the IRS.
PREMIUM. If a U.S. Holder purchases a Note for an amount that is greater
than the sum of all amounts payable on the Note after the purchase date other
than payments of qualified stated interest, such
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U.S. Holder will be considered to have purchased the Note with "amortizable bond
premium" equal in amount to such excess. A U.S. Holder may elect to amortize
such premium using a constant yield method over the remaining term of the Note
and may offset interest otherwise required to be included in respect of the Note
during any taxable year by the amortized amount of such excess for the taxable
year. However, if the Note may be optionally redeemed after the U.S. Holder
acquires it at a price in excess of its stated redemption price at maturity,
special rules would apply which could result in a deferral of the amortization
of some bond premium until later in the term of the Note. Any election to
amortize bond premium applies to all taxable debt instruments acquired by the
U.S. Holder on or after the first day of the first taxable year to which such
election applies and may be revoked only with the consent of the IRS.
DISPOSITION OF A NOTE. Except as discussed above, upon the sale, exchange
or retirement of a Note, a U.S. Holder generally will recognize taxable gain or
loss equal to the difference between the amount realized on the sale, exchange
or retirement (other than amounts representing interest not previously included
in income) and such U.S. Holder's adjusted tax basis in the Note. A U.S.
Holder's adjusted tax basis in a Note generally will equal such U.S. Holder's
initial investment in the Note increased by any original issue discount included
in income (and accrued market discount, if any, if the U.S. Holder has included
such market discount in income) and decreased by the amount of any payments,
other than qualified stated interest payments, received and amortizable bond
premium taken with respect to such Note. Such gain or loss generally will be
long-term capital gain or loss if the Note were held for more than the
applicable holding period. Prospective investors should consult their own tax
advisors regarding the treatment of capital gains (which may be taxed at lower
rates than ordinary income for certain taxpayers who are individuals, trusts or
estates) and losses (the deductibility of which is subject to limitations).
NON-U.S. HOLDERS
A non-U.S. Holder will not be subject to United States federal income taxes
on payments of principal, premium (if any) or interest (including original issue
discount, if any) on a Note, unless such non-U.S. Holder is a direct or indirect
10% or greater shareholder of the Corporation, a controlled foreign corporation
related to the Corporation or a bank receiving interest described in section
881(c)(3)(A) of the Code. To qualify for the exemption from taxation, the last
United States payor in the chain of payment prior to payment to a non-U.S.
Holder (the "Withholding Agent") must have received in the year in which a
payment of interest or principal occurs, or in either of the two preceding
calendar years, a statement that (i) is signed by the beneficial owner of the
Note under penalties of perjury, (ii) certifies that such owner is not a U.S.
Holder and (iii) provides the name and address of the beneficial owner. The
statement may be made on an IRS Form W-8 or a substantially similar form, and
the beneficial owner must inform the Withholding Agent of any change in the
information on the statement within 30 days of such change. With respect to
Notes held by a foreign partnership, under current law, the Form W-8 may be
provided by the foreign partnership. However, unless a foreign partnership has
entered into a withholding agreement with the IRS, for interest (including OID)
and disposition proceeds paid with respect to a Note after December 31, 1999,
the foreign partnership will be required (and may be permitted earlier), in
addition to providing an intermediary Form W-8, to attach an appropriate
certification by each partner. If a Note is held through a securities clearing
organization or certain other financial institutions, the organization or
institution may provide a signed statement to the Withholding Agent. However, in
such case, the signed statement must be accompanied by a copy of the IRS Form
W-8 or the substitute form provided by the beneficial owner to the organization
or institution. The Treasury Department is considering implementation of further
certification requirements aimed at determining whether the issuer of a debt
obligation is related to holders thereof.
Generally, a non-U.S. Holder will not be subject to federal income taxes on
any amount which constitutes capital gain upon retirement or disposition of a
Note, provided the gain is not effectively connected with the conduct of a trade
or business in the United States by the non-U.S. Holder. Certain other
exceptions may be applicable, and a non-U.S. Holder should consult its tax
advisor in this regard.
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The Notes will not be includible in the estate of a non-U.S. Holder unless
the individual is a direct or indirect 10% or greater shareholder of the
Corporation or, at the time of such individual's death, payments in respect of
the Notes would have been effectively connected with the conduct by such
individual of a trade or business in the United States.
Final regulations dealing with withholding tax on income paid to foreign
persons and related matters (the "New Withholding Regulations") were issued by
the Treasury Department on October 6, 1997. The New Withholding Regulations will
generally be effective for payments made after December 31, 1999, subject to
certain transition rules. Prospective Non-U.S. Holders are strongly urged to
consult their own tax advisors with respect to the New Withholding Regulation.
BACKUP WITHHOLDING
Backup withholding of United States federal income tax at a rate of 31% may
apply to payments made in respect of the Notes to registered owners who are not
"exempt recipients" and who fail to provide certain identifying information
(such as the registered owner's taxpayer identification number) in the required
manner. Generally, individuals are not exempt recipients, whereas corporations
and certain other entities generally are exempt recipients. Payments made in
respect of the Notes to a U.S. Holder must be reported to the IRS, unless the
U.S. Holder is an exempt recipient or establishes an exemption. Compliance with
the identification procedures described in the preceding section would establish
an exemption from backup withholding for those non-U.S. Holders who are not
exempt recipients provided that the Corporation or its paying agent, as the case
may be, does not have actual knowledge that the payee is a United States person.
In addition, under current Treasury Regulations, payments on the sale,
exchange or other disposition of a Note made to or through a foreign office of a
broker generally will not be subject to backup withholding. However, if such
broker is (i) a United States person, (ii) a controlled foreign corporation for
United States federal income tax purposes, (iii) a foreign person 50 percent or
more of whose gross income is effectively connected with a United States trade
or business for a specified three-year period or (iv), in the case of payments
made after December 31, 1999, a foreign partnership with certain connections to
the United States, then information reporting will be required unless the broker
has in its records documentary evidence that the beneficial owner is not a
United States person and certain other conditions are met or the beneficial
owner otherwise establishes an exemption. Backup withholding may apply to any
payment that such broker is required to report if the broker has actual
knowledge that the payee is a United States person.
In addition, upon the sale of a Note to (or through) the United States
office of a broker, the broker must withhold 31% of the entire purchase price,
unless either (i) the broker determines that the seller is a corporation or
other exempt recipient or (ii) the seller provides, in the required manner,
certain identifying information and, in the case of a non-U.S. Holder, certifies
that such seller is a non-U.S. Holder (and certain other conditions are met).
Such a sale must also be reported by the broker to the IRS, unless either (i)
the broker determines that the seller is an exempt recipient or (ii) the seller
certifies its non-U.S. status (and certain other conditions are met).
Certification of the registered owner's non-U.S. status would be made normally
on an IRS Form W-8 under penalties of perjury, although in certain cases it may
be possible to submit other documentary evidence.
Any amounts withheld under the backup withholding rules from a payment to a
beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States federal income tax provided the required
information is furnished to the IRS.
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PLAN OF DISTRIBUTION
The Notes are being offered on a continuing basis for sale by the
Corporation through the Agents, which have agreed to use their reasonable best
efforts to solicit purchasers of the Notes. The Corporation will pay an Agent a
commission which, depending on the maturity of the Notes, will range from .125%
to .750% of the principal amount of any Note sold through such Agent; provided,
that commissions with respect to Notes with maturities in excess of 30 years
will be negotiated between the Corporation and the applicable Agent at the time
of the sale and indicated in the pricing supplement. The Corporation may also
sell Notes to one or more Agents, as principal, at a discount from the principal
amount thereof. In addition, an Agent may offer the Notes it has purchased as
principal to other dealers for resale to investors and other purchasers and may
allow all or any portion of the discount received in connection with such
purchase from the Corporation to such dealers.
Unless otherwise specified in the applicable Pricing Supplement, any Note
sold to an Agent as principal will be purchased by such Agent at a price equal
to 100% of the principal amount thereof less a percentage equal to the
commission applicable to any agency sale of a Note of identical maturity, and
may be resold by such Agent to investors and other purchasers from time to time
in one or more transactions, including negotiated transactions, at varying
prices determined at the time of sale or, if so specified in the applicable
Pricing Supplement, at a fixed offering price or may be resold to certain
dealers as described above. After the initial public offering of Notes, the
offering price (in the case of Notes to be resold on a fixed offering price
basis), concession and discount may be changed. The Corporation also may offer
and sell Notes directly to purchasers in those jurisdictions where it is
permitted to do so. No commission will be allowed or payable on any sales made
directly by the Corporation.
The Corporation reserves the right to withdraw, cancel or modify the offer
made hereby without notice and may reject orders in whole or in part whether
placed directly by the Corporation or through the Agents. Each Agent will have
the right, in its discretion reasonably exercised, to reject any offer to
purchase Notes received by it, in whole or in part.
Unless otherwise specified in the applicable Pricing Supplement, payment of
the purchase price of the Notes will be required to be made in immediately
available funds in The City of New York on the date of settlement.
In connection with the offering of Notes purchased by an Agent or Agents as
principal on a fixed price basis, the Agents are permitted to engage in certain
transactions that stabilize the price of the Notes. Such transactions consist of
bids or purchases for the purpose of pegging, fixing or maintaining the price of
the Notes. If the Agents create a short position in the Notes in connection with
the offering, i.e., if they sell Notes in an aggregate principal amount
exceeding that set forth on the cover page of this Prospectus Supplement, the
Agents may reduce that short position by purchasing Notes in the open market.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases.
Neither the Corporation nor any of the Agents makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Notes. In addition, neither the
Corporation nor any of the Agents makes any representation that the Agents will
engage in any such transactions or that such transactions, once commenced, will
not be discontinued without notice.
The Agents may from time to time purchase and sell Notes in the secondary
market, but they are not obligated to do so, and there can be no assurance that
there will be a secondary market for the Notes or liquidity in the secondary
market if one develops. From time to time, the Agents may make a market in the
Notes, but may discontinue any market making activity without notice.
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The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended. The Corporation has agreed to indemnify the
Agents against certain liabilities, including liabilities under such Act, or to
contribute to payments the Agents may be required to make in respect thereof.
The Corporation has agreed to reimburse the Agents for certain expenses.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated have in the past acted as financial advisor to the Corporation and
received customary compensation therefor. Morgan Guaranty Trust Company of New
York ("Morgan Guaranty"), an affiliate of J.P. Morgan Securities Inc., is acting
as the lead agent and a member of the bank syndicate under the Corporation's
revolving credit facility. The Corporation has other customary banking
relationships with Morgan Guaranty, all in the ordinary course of business.
LEGAL MATTERS
The legality of the Notes will be passed upon for the Corporation by
Penelope Y. Turnbow, Assistant Secretary and Corporate Counsel of the
Corporation and by Brown & Wood LLP for the Agents.
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PROSPECTUS
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[LOGO]
By this Prospectus, we may offer up to
$600,000,000 DEBT SECURITIES
from time to time.
We will provide the specific terms of each series or issue of the
Debt Securities in a supplement to this prospectus, including the
aggregate principal amount, denomination, purchase price,
currency, rate and time of payment of interest, any other terms of
a specific series of Debt Securities, net proceeds we receive and
the plan of distribution. You should read this prospectus and the
supplements carefully before you invest.
THE DEBT SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE
SECURITIES COMMISSION. NEITHER THE SEC NOR ANY STATE SECURITIES
COMMISSION HAS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus is dated February 5, 1999.
<PAGE>
AVAILABLE INFORMATION
Thomas & Betts Corporation (the "Corporation") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy and information statements and other information filed by the
Corporation with the Commission can be inspected, and copies may be obtained at
prescribed rates, at the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the following Regional
Offices of the Commission: Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and New York Regional Office, 7 World
Trade Center, New York, New York 10048. Information on the operation of the
Public Reference Room may be obtained by calling the Commission at
1-800-SEC-0330. Such material can also be accessed electronically by means of
the Commissions home page on the Internet at http://www.sec.gov. and inspected
and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits, herein referred to as the
"Registration Statement") filed by the Corporation under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus does not contain all of
the information included in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
Reference is made to such Registration Statement and to the exhibits relating
thereto for further information with respect to the Corporation and the
securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission in accordance with the
provisions of the Exchange Act are incorporated herein by reference and made a
part hereof.
1. The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 28, 1997 filed March 19, 1998.
2. The Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended
April 5, 1998, filed May 20, 1998.
3. The Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended
July 5, 1998, filed August 19, 1998.
4. The Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended
October 4, 1998, filed November 17, 1998.
5. The Corporation's Current Reports on Form 8-K dated February 5, 1998,
February 10, 1998, May 7, 1998, July 30, 1998, January 27, 1999 and February
5, 1999 and filed February 10, 1998, February 19, 1998, May 7, 1998, July
30, 1998, February 1, 1999 and February 5, 1999, respectively.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all documents incorporated by reference
in this Prospectus, without exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
copies should be directed to Jerry Kronenberg, Corporate Secretary, Thomas &
Betts Corporation, 8155 T&B Boulevard, Memphis, Tennessee 38125 or by telephone
at (901) 252-8000.
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USE OF PROCEEDS
Unless otherwise set forth in a Prospectus Supplement, the net proceeds from
the sale of any debt securities offered pursuant to this Prospectus and any
Prospectus Supplement ("Debt Securities") will be added to the general funds of
the Corporation and used for general corporate purposes.
DESCRIPTION OF DEBT SECURITIES
The discussion that follows is a summary and does not purport to be
complete. The summary includes descriptions of the material terms of the
Indenture (defined herein) and the Debt Securities, the form of which has been
filed as an exhibit to the Registration Statement of which this Prospectus is a
part. For the Debt Securities offered pursuant to this Prospectus and any
Prospectus Supplement, this summary will be qualified in its entirety by the
detailed information appearing in such Prospectus Supplement, as well as by the
form of the Debt Securities of each series offered thereby and the Indenture.
This summary makes use of terms defined in and is qualified in its entirety by
reference to the Indenture.
Except as otherwise indicated below or as described in the applicable
Prospectus Supplement, the following summary will apply to the Debt Securities
and the Indenture. Additional provisions with respect to the Indenture and the
Debt Securities relating to any particular offering of Debt Securities will be
described in the applicable Prospectus Supplement. To the extent that any
provision in any Prospectus Supplement is inconsistent with any provision of
this summary, the provision of such Prospectus Supplement will control.
GENERAL
The Debt Securities are to be issued under an Indenture, dated as of August
1, 1998 (the "Indenture"), between the Corporation and The Bank of New York as
trustee (the "Trustee"). The Indenture does not limit the aggregate amount of
Debt Securities which may be issued thereunder and provides that Debt Securities
may be issued thereunder in one or more series.
The Debt Securities will be unsecured obligations of the Corporation and
will rank on a parity with all other unsecured and unsubordinated indebtedness
of the Corporation.
The Indenture does not contain any debt covenants or provisions which would
afford the holders of the Debt Securities protection in the event of a highly
leveraged transaction.
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities for the following terms of such Debt Securities:
(1) the title of such Debt Securities and the series in which such Debt
Securities will be included;
(2) the authorized denominations and aggregate principal amount of such
Debt Securities;
(3) whether the Debt Securities are to be issuable in global or
certificated form;
(4) the date or dates on which such Debt Securities will mature;
(5) the rate or rates (which may be fixed or variable) per annum at which
such Debt Securities will bear interest, if any, and if such rate is
variable, the manner of calculation thereof and the date from which
interest will accrue;
(6) the place or places where the principal of (and premium, if any) and
interest, if any, on such Debt Securities shall be payable;
(7) the dates on which such interest will be payable and the corresponding
record dates;
(8) any mandatory or optional sinking fund or purchase fund or analogous
provisions;
(9) the terms and conditions upon which such Debt Securities may be
redeemed, if any, and any redemption price;
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(10) if other than the principal amount thereof, the portion of the
principal amount of such Debt Securities which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section
5.02 of the Indenture;
(11) provisions, if any, for the defeasance of such Debt Securities;
(12) the currency in which payments of principal of (and premium, if any)
and interest, if any, on such Debt Securities will be payable;
(13) whether Additional Amounts are payable with respect to any Debt
Securities;
(14) any additional Events of Default or covenants applicable to such
series; and
(15) any other terms of such series (which terms shall not be inconsistent
with the Indenture). (Indenture, Section 3.01)
If a Prospectus Supplement specifies that a series of Debt Securities is
denominated in a currency or currency unit other than United States dollars,
such Prospectus Supplement shall also specify the denomination in which such
Debt Securities will be issued and the currency in which the principal, premium,
if any, and interest, if any, on such Debt Securities will be payable, which may
be United States dollars based upon the exchange rate for such other currency
unit existing on or about the time a payment is due. (Indenture, Section 3.01)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
all outstanding Debt Securities will be exchangeable and transfers thereof will
be registrable, and principal of, premium, if any, and interest, if any, on all
Debt Securities will be payable, at the corporate trust office of the Trustee at
101 Barclay Street, New York, New York 10286; provided that payment of interest
may, at the option of the Corporation, be made by check mailed to the address of
the person entitled thereto as it appears in the Security Register or by
transfer to an account maintained by the payee with a bank located in the United
States. (Indenture, Sections 3.01, 3.07 and 10.02)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
all Debt Securities will be issued only in fully registered form without coupons
in denominations of $1,000 and any integral multiples thereof. No service charge
will be made for any registration of transfer or exchange of any Debt
Securities, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
(Indenture, Section 3.05) The Indenture provides that the Debt Securities may be
issuable in permanent global form. (Indenture, Section 2.03)
The Corporation's right and the rights of its creditors, including the
Holders of any Debt Securities, to participate in the assets of any subsidiary
upon its liquidation or recapitalization would be subject to the prior claims of
such subsidiarys creditors, except to the extent that the Corporation may itself
be a creditor with recognized claims against such subsidiary. The Indenture does
not limit the amount of secured or unsecured indebtedness which may be incurred
by the Corporation or its subsidiaries.
Some of the Debt Securities may be issued as discounted Debt Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below their stated
principal amount.
Certain federal income tax consequences and special considerations
applicable to any such securities will be described in the applicable Prospectus
Supplement.
BOOK-ENTRY PROCEDURES
Unless otherwise specified in the applicable Prospectus Supplement, the Debt
Securities will be subject to the provisions described below. Upon issuance,
each series of Debt Securities will be represented by one or more fully
registered global certificates. Each global note will be deposited with, or on
behalf of, the Depository
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Trust Company (the "DTC"), and registered in its name or in the name of CEDE &
Co. ("Cede"), its nominee. No Holder will be entitled to receive a note in
certificated form, except as set forth below.
DTC has advised the Corporation that DTC is a limited purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to Section
17A of the Exchange Act. DTC was created to hold securities for its participants
("DTC Participants") and to facilitate the clearance and settlement of
securities transactions between DTC Participants through electronic
book-entries, thereby eliminating the need for physical movement of
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies and clearing corporations. Access to DTC's book-entry system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly.
Holders that are not DTC Participants but desire to purchase, sell or
otherwise transfer ownership of, or other interests, in Debt Securities may do
so only through DTC Participants. In addition, Holders will receive all
distributions of principal and interest from the Trustee through the DTC
Participants. Under the rules, regulations and procedures creating and affecting
DTC and its operation, DTC is required to make book-entry transfers of Debt
Securities among DTC Participants on whose behalf it acts and to receive and
transmit distributions of principal of, and interest on, the Debt Securities.
Under the book-entry system, Holders may experience some delay in receipt of
payments, since such payments will be forwarded by the Trustee to Cede, as
nominee for DTC, and DTC in turn will forward the payments to the appropriate
DTC Participants.
Distributions by DTC Participants to Holders will be the responsibility of
such DTC Participants and will be made in accordance with customary industry
practices. Accordingly, although Holders will not have possession of the Debt
Securities, the rules of DTC provide a mechanism by which participants will
receive payments and will be able to transfer their interests. Although the DTC
Participants are expected to convey the rights represented by their interests in
any global security to the related Holders, because DTC can only act on behalf
of DTC Participants, the ability of Holders to pledge Debt Securities to persons
or entities that are not DTC Participants or to otherwise act with respect to
such Debt Securities may be limited due to the lack of physical certificates for
such Debt Securities.
None of the Corporation, the Trustee or any other agent of the Corporation
or the Trustee will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in the Debt Securities or for supervising or reviewing any records
relating to such beneficial ownership interests. Since the only Holder will be
Cede, as nominee of DTC, Holders will not be recognized by the Trustee as
Holders, as such term is used in the Indenture, and Holders will be permitted to
exercise the rights of Holders only indirectly through DTC and DTC Participants.
DTC has advised the Corporation that it will take any action permitted to be
taken by a Holder under the Indenture and any Prospectus Supplement only at the
direction of one or more DTC Participants to whose accounts with DTC the related
Debt Securities are credited.
SAME-DAY SETTLEMENT AND PAYMENT. All payments made by the Corporation to
the Trustee will be in immediately available funds and will be passed through to
DTC in immediately available funds.
The Debt Securities will trade in DTC's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the Debt Securities
will be required by DTC to settle in immediately available funds. No assurance
can be given as to the effect, if any, of settlement in immediately available
funds on trading activity in the Debt Securities.
CERTIFICATED FORM. The Debt Securities will be issued in fully registered,
certificated form to Holders, or their nominees, rather than to DTC or its
nominee, only if DTC advises the Trustee in writing that it is no longer
willing, able or eligible to discharge properly its responsibilities as
depository with respect to the Debt Securities and the Corporation is unable to
locate a qualified successor or if the Corporation, at its option, elects to
terminate the book-entry system through DTC. In such event, the Trustee will
notify all Holders through DTC
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Participants of the availability of such certificated Debt Securities. Upon
surrender by DTC of the definitive global note representing the series of Debt
Securities and receipt of instructions for reregistration, the Trustee will
reissue the Debt Securities in certificated form to Holders or their nominees.
(Indenture, Section 3.05)
Debt Securities in certificated form will be freely transferable and
exchangeable at the office of the Trustee upon compliance with the requirements
set forth in the Indenture. No service charge will be imposed for any
registration of transfer or exchange, but payment of a sum sufficient to cover
any tax or other governmental charge may be required. (Indenture, Section 3.05)
MERGER AND CONSOLIDATION
The Indenture does not prevent any consolidation or merger of the
Corporation with or into any other Person, or successive consolidations or
mergers in which the Corporation or its successor or successors may be a party,
or any conveyance, transfer or lease of the property of the Corporation as an
entirety or substantially as an entirety, to any Person, PROVIDED THAT:
(i) in case the Corporation shall consolidate with or merge into another
corporation or convey, transfer or lease its properties and assets as,
or substantially as, an entirety to any Person, the corporation formed
by such consolidation or into which the Corporation is merged or the
Person which acquires by conveyance, transfer, or lease the properties
and assets of the Corporation, as, or substantially as, an entirety
shall be a corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia
and shall expressly assume, by an indenture supplemental thereto
executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium,
if any), interest on and any Additional Amounts with respect to all the
Debt Securities and the performance of every covenant of the Indenture
on the part of the Corporation to be performed or observed;
(ii) immediately after giving effect to such transaction, no Event of
Default, or event which after notice or lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing; and
(iii) the Corporation shall have delivered to the Trustee an Officers
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and such
supplemental indenture comply with the Indenture and that all
conditions precedent therein provided for relating to such transaction
have been complied with. (Indenture, Section 8.01)
Upon compliance with such provisions by a successor corporation or Person,
the Corporation would be relieved of its obligations and covenants under the
Indenture and the Debt Securities. (Indenture, Section 8.02)
MODIFICATION, AMENDMENT AND WAIVER
Modifications and amendments of the Indenture may be made by the Corporation
and the Trustee with the consent of the Holders of a majority in principal
amount of each series of Debt Securities to be affected if less than all series
are to be affected by such modification; provided, however, that no such
modification or amendment may, without the consent of the Holder of each debt
security affected thereby:
(a) change the Stated Maturity of the principal of, or any installment of
interest on, any such Debt Security;
(b) reduce the principal amount of, rate of interest on, or premium payable
upon the redemption of, any such Debt Security;
(c) change any place of payment where, or the currency in which, any Debt
Security or the interest or any premium thereon is payable;
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<PAGE>
(d) impair the right to institute suit for the enforcement of any payment on
or with respect to any such Debt Security on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the
Redemption Date); or
(e) reduce the percentage in principal amount of outstanding Debt Securities
the consent of whose Holders is required for modification or amendment
of the Indenture, for waiver of compliance with certain provisions of
the Indenture or for waiver of certain defaults. (Indenture, Section
9.02)
The Holders of a majority in principal amount of the outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities of
such series waive any past default under the Indenture and its consequences,
except a default in the payment of the principal, premium, if any, or interest
on any Debt Securities or in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each outstanding Debt Security affected. (Indenture, Section 5.13)
EVENTS OF DEFAULT
The following are "Events of Default" under the Indenture with respect to
each series of Debt Securities:
(a) default for more than 30 days in the payment of any interest on any Debt
Security of such series;
(b) default in the payment of principal of, or premium, if any, on, any Debt
Security of such series at its Maturity;
(c) default in the performance, or breach, of any other covenant of the
Corporation in the Indenture for more than 60 days after written notice
as provided in the Indenture;
(d) default in the deposit of any sinking fund payment when and as due by
the terms of a Debt Security of such series; and
(e) certain events in bankruptcy, insolvency or reorganization in respect of
the Corporation or any other Event of Default applicable to such series.
(Indenture, Section 5.01)
If an Event of Default with respect to all Debt Securities of any series
occurs and is continuing, then and in such case (other than an Event of Default
related to bankruptcy, insolvency or reorganization in respect of the
Corporation, as specified in clause (e) above) the Trustee or the Holders of not
less than 50% in aggregate principal amount of the outstanding Debt Securities
of such series may, by a notice in writing to the Corporation (and to the
Trustee if given by Holders), declare to be due and payable immediately the
principal amount of all Debt Securities of such series. However, at any time
after such a declaration of acceleration with respect to the Debt Securities of
such series has been made, but before the Stated Maturity thereof, the Holders
of a majority in principal amount of the outstanding Debt Securities of such
series may, subject to certain conditions, rescind and annul such acceleration
if all Events of Default with respect to the Debt Securities of such series,
other than the nonpayment of accelerated principal, have been cured or waived as
provided in the Indenture. (Indenture, Section 5.02) For information as to
waiver of defaults, see "Modification, Amendment and Waiver". If an Event of
Default related to bankruptcy, insolvency or reorganization in respect of the
Corporation, as specified in clause (e) above, occurs, the principal amount of
all outstanding Debt Securities of each series will become due and payable
without any declaration or other act on the part of the Trustee or the Holders.
Subject to the duties of the Trustee, if an Event of Default with respect to
the Debt Securities of any series occurs and is continuing, the Indenture
provides that the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of any of the
Holders of the Debt Securities of such series, unless such Holders offer to the
Trustee indemnity satisfactory to it. (Indenture, Sections 6.01 and 6.03)
Subject to such provision for indemnity, certain conditions and certain other
rights of the Trustee, the Holders of a majority in principal amount of the
outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Debt Securities of such series. (Indenture, Section 5.12)
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No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder unless such Holder has previously given to the Trustee written notice
of a continuing Event of Default, and unless the Holders of at least 50% in
principal amount of the outstanding Debt Securities of such series has made
written request to the Trustee, and offered indemnity satisfactory to it, to
institute such proceeding as Trustee, the Trustee has not received from the
Holders of a majority in principal amount of the outstanding Debt Securities of
such series a direction inconsistent with such request and the Trustee has
failed to institute such proceeding within 60 days. (Indenture, Section 5.07)
However, the Holder of any Debt Security of such series will have an absolute
right to receive payment of the principal of (and premium, if any, on) and
interest on such Debt Security on or after the respective Stated Maturities
expressed in such Debt Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment.
(Indenture, Section 5.08)
The Indenture requires the Corporation to furnish to the Trustee annually a
statement as to the absence of certain defaults under the Indenture. (Indenture,
Section 10.05) The Indenture provides that the Trustee may withhold notice to
the Holders of Debt Securities of any default (except as to payment of principal
or interest with respect to such Debt Securities) if it considers such
withholding to be in the interest of the Holders of such Debt Securities.
(Indenture, Section 6.02)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides, if such provision is made applicable to the Debt
Securities of any series, that the Corporation may elect either (a) to defease
and be discharged from any and all obligations with respect to such Debt
Securities (except for the obligations to register the transfer or exchange of
such Debt Securities, to replace temporary or mutilated, destroyed, lost or
stolen Debt Securities, to compensate the Trustee, to maintain an office or
agency in respect of the Debt Securities and to hold moneys for payment in
trust) ("defeasance") or (b)(i) to be released from its obligations with respect
to such Debt Securities under Sections 8.01 (consolidation, merger and sale of
assets) and 10.05 (certificates of compliance) and (ii) that Section 5.01(c) (as
to Sections 8.01 and 10.05, and as to subsections 5.01(e), 5.01(f) and 5.01(g)
(if Section 5.01(g) is specified in the Prospectus Supplement), as described in
the last clause of the first sentence under "Events of Default" above), shall
not be deemed to be events of default under the Indenture with respect to such
series (covenant defeasance), upon the deposit with the Trustee (or other
qualifying trustee), in trust for such purpose, of money, or Government
Obligations which through the payment of principal and interest in accordance
with their terms will provide money, in an amount sufficient to pay the
principal of (and premium, if any) and interest on such Debt Securities, and any
mandatory sinking fund or analogous payments thereon, on the scheduled due dates
therefor.
In the case of defeasance, the holders of the Debt Securities are entitled
to receive payments in respect of such Debt Securities solely from such trust.
Such a trust may only be established if, among other things, the Corporation has
delivered to the Trustee an Opinion of Counsel (as specified in the Indenture)
to the effect that the Holders of such Debt Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance or covenant defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same time as would have been the
case if such defeasance or covenant defeasance had not occurred. Such Opinion of
Counsel, in the case of defeasance under clause (a) above, must refer to and be
based upon a ruling of the Internal Revenue Service or a change in applicable
federal income tax law occurring after the date of the Indenture. (Indenture,
Article 13)
GOVERNING LAW
The Indenture and the Debt Securities shall be governed by and construed in
accordance with the laws of the State of New York.
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CONCERNING THE TRUSTEE
The Corporation from time to time borrows from, and maintains deposit
accounts with, the Trustee.
The Trustee is entitled to receive such compensation as is agreed to by the
Corporation and reimbursement for all reasonable expenses and advances, and is
indemnified by the Corporation against any and all loss, liability, damage,
claim or expenses, except to the extent due to the Trustee's negligence or bad
faith. The Trustee shall have a lien prior to the Debt Securities as to all
property and funds held by it pursuant to the Indenture for any amount owing it
pursuant to the foregoing sentence, other than with respect to funds held in
trust for the benefit of the Holders of any particular series of Debt
Securities. (Indenture, Section 6.07)
PLAN OF DISTRIBUTION
The Debt Securities may be sold in any of the following ways: (1) through
underwriters or dealers; (2) through agents; or (3) directly to one or more
purchasers (through a specific bidding or auction process or otherwise).
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters or agents may
receive compensation from the Corporation or from purchasers of Debt Securities
for whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters or commissions from the purchasers for whom
they may act as agents. If a dealer is utilized to sell the Debt Securities, the
Corporation will sell such Debt Securities to the dealer as principal. The
dealer may then resell such Debt Securities to the public at varying prices to
be determined by such dealer at any time of resale.
Underwriters, dealers and agents that participate in the distribution of
Debt Securities may be deemed to be underwriters, and any discounts or
commissions received by them from the Corporation and any profit on the resale
of Debt Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act. Any such underwriter, dealer or agent
will be identified, and any such compensation received from the Corporation will
be described, in the applicable Prospectus Supplement.
Offers to purchase Debt Securities may be solicited directly and the sale
thereof may be made directly to institutional investors or others, who may be
deemed to be underwriters within the meaning of the Securities Act with respect
to any resale thereof. The terms of any such sales will be described in the
Prospectus Supplement relating thereto, including the terms of any bidding or
auction process.
If so indicated in the Prospectus Supplement, the Corporation will authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase Debt Securities from the Corporation at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for the solicitation of such contracts.
Under agreements which may be entered into by the Corporation, underwriters,
dealers and agents who participate in the distribution of Debt Securities may be
entitled to indemnification by the Corporation against certain liabilities,
including liabilities under the Securities Act or to contribution with respect
to payments which the underwriters, dealers or agents may be required to make in
respect thereof.
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Unless otherwise indicated in the applicable Prospectus Supplement, the
Corporation does not intend to apply for the listing of any series of Debt
Securities on a national securities exchange. If the Debt Securities of any
series are sold to or through underwriters, the underwriters may make a market
in such Debt Securities, as permitted by applicable laws and regulations. No
underwriter would be obligated, however, to make a market in such Debt
Securities, and any such market-making could be discontinued at any time at the
sole discretion of the underwriters. Accordingly, no assurance can be given as
to the liquidity of, or trading markets for, the Debt Securities of any series.
Certain of the underwriters, dealers or agents and their associates may be
customers of, engage in transactions with, and perform services for, the
Corporation in the ordinary course of business.
LEGAL MATTERS
Unless otherwise indicated in the Prospectus Supplement relating to an
offering of Debt Securities, the legality of such Debt Securities will be passed
upon for the Corporation by Jerry Kronenberg, Vice President, General Counsel
and Secretary of the Corporation, and by counsel for any underwriters, dealers
and agents.
EXPERTS
The consolidated financial statements of the Corporation and its
consolidated subsidiaries (except the consolidated financial statements of Augat
Inc. (a wholly-owned subsidiary of the Corporation since December 11, 1996) and
subsidiaries as of December 29, 1996 and for each of the two years in the period
ended December 29, 1996) as of December 28, 1997 and for each of the three years
in the period ended December 28, 1997, incorporated in this Prospectus by
reference from the Annual Report on Form 10-K of the Corporation for year ended
December 28, 1997 have been audited by KPMG LLP as stated in their report, which
is incorporated herein by reference. The financial statements of Augat Inc. and
subsidiaries as of December 29, 1996 and for each of the two years in the period
ended December 29, 1996 (consolidated with those of the Corporation) have been
audited by Deloitte & Touche LLP, as stated in their report which is
incorporated herein by reference. Such financial statements of the Corporation
and its consolidated subsidiaries have been so incorporated in reliance upon the
respective reports of such firms given upon their authority as experts in
accounting and auditing. Both of the foregoing firms are independent auditors.
10
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- --------------------------------------------------------------------------------
$150,000,000
[LOGO]
MEDIUM-TERM NOTES, SERIES B
DUE NINE MONTHS OR
MORE FROM DATE OF ISSUE
-----------------
PROSPECTUS SUPPLEMENT
-----------------
MERRILL LYNCH & CO.
LEHMAN BROTHERS
J.P. MORGAN & CO.
MORGAN STANLEY DEAN WITTER
FEBRUARY 5, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ISSUER: THOMAS & BETTS CORPORATION PRICING SUPPLEMENT # 1
Medium Term Notes, Series B Due Nine Months from Date of Issue
ORIGINAL ISSUE INSTRUCTIONS
<TABLE>
<CAPTION>
<S> <C>
1. Registered Owner/Taxpayer I.D. No . . . . . . . . 22-1326940
2. Certificate No. (FXR - fixed, FLR - floating).. . FXR
3. CUSIP Number. . . . . . . . . . . . . . . . . . . 88431QAC0
4. Principal Amount. . . . . . . . . . . . . . . . . 150,000,000
5. Issue Price (% of principal). . . . . . . . . . . 100
6. Trade Date. . . . . . . . . . . . . . . . . . . . February 5, 1999
7. Settlement/Original Issue Date. . . . . . . . . . February 10, 1999
8. Stated Maturity . . . . . . . . . . . . . . . . . February 10, 2009
9. Redemption date(s) and Prices (if any). . . . . . N/A
10. Fixed Rate Note Information:
Interest Rate . . . . . . . . . . . . . . . . . . 6.39%
Initial Interest Payment (Date/Amount). . . . . . September 1, 1999/$5,351,625
Ongoing Payments (Date/Amount). . . . . . . . . . March 1 and September 1 of each year
Final Interest Payment (Date/Amount). . . . . . . February 10, 2009/$4,233,375
11. Floating Rate Note Information:
Initial Interest Rate.. . . . . . . . . . . . . . N/A
Interest Rate Basis/Spread or Multiplier
Interest Determination Dates.
Initial Interest Payment (Date/Amount)
Ongoing Payment Dates
Record Dates
Calculation Agent
12. Principal & Interest Payment Address . . . . . . . N/A
13. Presenting Agents. . . . . . . . . . . . . . . . . J.P. Morgan & Co.; Lehman Brothers, Inc.;
Merrill Lynch & Co.; and Morgan Stanley Dean Witter
14. Agents' DTC Participant Account No.. . . . . . . . 0060; 0636; 5132; 0050
15. Agents' Commission (%/Amount). . . . . . . . . . . 0.625%/ $937,500
16. Net Proceeds to Issuer . . . . . . . . . . . . . . $149,062,500
17. Wire Instructions - Bank/ABA Number. . . . . . . . Wachovia Bank of Georgia/053100494
Account Number . . . . . . . . . . . . . . 8734-029577
By: /s/ Tom C. Oviatt Date: February 5, 1999
---------------------------------------------------
TOM C. OVIATT / TREASURER
</TABLE>
