<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 17, 1999
(Date of earliest event reported)
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 1-4682
(State or Other Jurisdiction (Commission File Number)
of Incorporation)
22-1326940
(IRS Employer Identification No.)
8155 T&B Boulevard
Memphis, Tennessee 38125
(Address of Principal (ZIP Code)
Executive Offices)
Registrant's Telephone Number, Including Area Code:
(901) 252-8000
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ITEM 5. OTHER EVENTS
On November 17, 1999, Thomas & Betts Corporation (the "Registrant")
announced, by the press release attached as Exhibit 20 to this report, and
incorporated herein by reference, that it will reissue financial statements
for the first fiscal quarter of 1999 and that its earnings for the third
fiscal quarter increased from amounts reported on October 26, 1999, as some
charges included in those results were attributed to the restated first
quarter. As a result of the restatement, earnings reported in the
Registrant's press release dated October 26, 1999 were adjusted upward to net
income of $50.1 million, or $0.86 per diluted share, for the third quarter
and net earnings of $126.1 million, or $2.18 per share, for the nine months
ended October 3, 1999. Details regarding the adjustments are set forth in the
registrant's quarterly report on Form 10-Q for its third fiscal quarter ended
October 3, 1999, which was filed with the Commission on November 17, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
20 Press Release of the Registrant dated November 17, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Thomas & Betts Corporation
(Registrant)
By: /s/ Jerry Kronenberg
---------------------------------
Jerry Kronenberg
Title: Vice President-General Counsel
and Secretary
Date: November 18, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Exhibits
- ------- -----------------------
<S> <C>
20 Press Release of the Registrant dated November 17, 1999.
</TABLE>
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NEWS THOMAS & BETTS CORPORATION
8155 T&B Boulevard
Memphis, TN 38125
(901) 252-5962
[THOMAS & BETTS LOGO]
Contact:
Fred R. Jones
(901) 252-5922
FOR IMMEDIATE RELEASE
THOMAS & BETTS FILES 10-Q FOR THIRD QUARTER
MEMPHIS, Tenn.--November 17, 1999 - Thomas & Betts Corporation (NYSE: TNB)
today announced that it has filed its quarterly report on Form 10-Q for its
third fiscal quarter ended October 3, 1999. In that filing the company said
that it will reissue financial statements for the first quarter of 1999.
Thomas & Betts earnings' for the third quarter increased from amounts
reported on October 26, 1999, as some charges included in those results were
attributed to the restated first quarter. As a result of the restatement,
earnings reported in the Corporation's press release dated October 26, 1999
were adjusted upward to net income of $50.1 million, or $0.86 per diluted
share, for the third quarter and net earnings of $126.1 million, or $2.18 per
share, for the nine months ended October 3, 1999.
During the past two years Thomas & Betts has been engaged globally in
extensive information technology systems' conversions to align its systems
with its strategic plans, organizational structure and electronic commerce
vision. The magnitude of the conversions and their rapid implementations
were directly or indirectly responsible for a number of accounting errors.
With completion of the implementation processes, the enhanced financial
system and recent decentralization of the financial control organization
permitted identification and quantification of those errors. During the
third quarter the company identified and recorded charges and credits to
correct for those system implementation errors and to make other adjustments
identified by the new financial reporting system.
"We are disappointed that these errors arose, but we are excited about
the potential the new systems provide to implement our electronic commerce
vision," said Clyde R. Moore, president and chief executive officer. "The
systems' conversions were essential, as they provide the building blocks for
our business-to-business E-commerce strategy. The good news is that our new
financial system is in place and working well, and we have corrected for the
errors caused by its installation. We are already reaping the benefits of
the system," Mr. Moore concluded.
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The Corporation has been reviewing with its independent auditors the
attribution of the charges and credits recorded in the third quarter to prior
periods. A substantial portion of that review is completed. In cases in
which management could reasonably identify the timing of the error, the
correcting adjustment was attributed to the period of the error.
Accordingly, financial statements for the company's first quarter ended April
4, 1999 will be reissued to reflect adjustments identified for that period.
Upon completion of the review of the timing of attributions for the charges
and credits, a decision regarding possible restatement of financial
statements for other periods will be made. Thomas & Betts management does
not anticipate that any restatement will have an adverse effect upon earnings
for 1999; it is expected that any further restatement, if needed, would be
accretive to reported earnings for 1999.
Restatement of the first quarter, ended April 4, 1999, reduced its
earnings by $5.7 million. As a result, Thomas & Betts had earnings of $32.3
million and net earnings per diluted share (EPS) of $0.56 for that quarter as
compared with previously reported net earnings of $38.0 million and EPS of
$0.67.
Further description of charges and credits recorded in the third quarter
and the restated first quarter may be found in the company's third-quarter
1999 report on Form 10-Q filed today. Restated financials for the first
quarter to reflect these changes will be issued on Form 10-Q/A to be
completed and filed shortly following completion of the attribution review.
Thomas & Betts is a leading producer of connectors and components for
worldwide electrical and electronic markets. Visit Thomas & Betts on the
World Wide Web at www.tnb.com.
Forward-looking statements in this news release are subject to many
uncertainties in the company's operations and business environments. Such
uncertainties, which are discussed further in the company's quarterly filings
with the Securities and Exchange Commission, may cause the actual results of
the company to be materially different from any future results expressed or
implied by such forward-looking statements.
# # # #
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Thomas & Betts Corporation
Consolidated Statement of Earnings
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
----------------- --------------------
Oct 3, Oct 4, Oct 3, Oct 4,
1999 1998 1999 1998
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Net Sales $642,697 539,797 $1,903,253 $1,637,475
Costs and Expenses:
Cost of Sales 502,353 410,186 1,398,230 1,178,459
Marketing, general and
administrative 104,157 99,939 316,491 267,992
Research and
development 11,923 11,810 36,908 37,621
Amortization
of intangibles 4,313 4,114 13,618 12,606
Provisions (recovery) -
restructured operations (4,285) 62,096 (5,736) 62,096
------- ------- --------- ---------
Total operating
Expense 618,461 588,145 1,759,511 1,558,774
------- ------- --------- ---------
Earnings (loss) from
operations 24,236 (48,348) 143,742 78,701
Income from
unconsolidated companies 7,141 5,243 23,857 19,895
Other expense-net 7,418 9,590 39,008 38,654
------- ------- --------- ---------
Earnings (loss) before
income taxes 23,959 (52,695) 128,591 59,942
Income taxes (26,096) (15,227) 2,531 18,564
------- ------- --------- ---------
Net earnings (loss) $ 50,055 $(37,468) $ 126,060 $ 41,378
======= ======= ========= =========
Net earnings (loss) per share:
Basic $ 0.87 ($ 0.66) $ 2.19 $ 0.73
===== ===== ===== =====
Diluted $ 0.86 ($ 0.66) $ 2.18 $ 0.73
===== ===== ===== =====
Average shares outstanding:
Basic 57,718 56,732 57,651 56,650
====== ====== ====== ======
Diluted 58,017 56,896 57,891 57,006
====== ====== ====== ======
Cash dividends declared
per share $ 0.28 $ 0.28 $ 0.84 $ 0.84
===== ===== ===== =====
</TABLE>
NOTES: Prior-year amounts have been reclassified to conform to the
current-year presentation. Amounts in 1999 have been restated as of the
beginning of 1999 to include the August 31, 1999 acquisition of L.E. Mason
Co., accounted for as an immaterial pooling of interests, except for cash
dividends per share, which reflect the Corporation's historical per share
amounts.
