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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 29, 1999
(Date of earliest event reported)
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 1-4682
(State or Other Jurisdiction (Commission File Number)
of Incorporation)
22-1326940
(IRS Employer Identification No.)
8155 T&B Boulevard
Memphis, Tennessee 38125
(Address of Principal (ZIP Code)
Executive Offices)
Registrant's Telephone Number, Including Area Code:
(901) 252-8000
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ITEM 5. OTHER EVENTS
On June 29, 1999, Thomas & Betts Corporation (the "Registrant")
provided, by the press release attached as Exhibit 20 to this report, and
incorporated herein by reference, updated information regarding its pending
merger with AFC Cable Systems, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
20 Press Release of the Registrant dated June 29, 1999.
2
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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
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Jerry Kronenberg
Title: Vice President-General Counsel
and Secretary
Date: July 7, 1999
3
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Exhibit Index
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EXHIBIT DESCRIPTION OF EXHIBITS
<S> <C>
20 Press Release of Registrant dated June 29, 1999.
</TABLE>
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THOMAS & BETTS CORPORATION
NEWS 8155 T&B Boulevard
Memphis, TN 38125
(901) 252-5962
[LOGO]
Contact:
Renee Johansen:
(901) 252-5962
FOR IMMEDIATE RELEASE
POOLING ACCOUNTING TREATMENT APPROVED FOR AFC CABLE MERGER
Memphis, Tenn., June 29, 1999 -- Thomas & Betts Corporation (NYSE:TNB) announced
today that it was informed by the Securities and Exchange Commission (SEC) that
Thomas & Betts may use pooling-of-interests treatment to account for its
contemplated merger with AFC Cable Systems, Inc. (NASDAQ:AFCX). The SEC had
previously raised questions concerning the availability of pooling based on
amounts payable to AFC Cable's chairman and chief executive officer under his
non-competition agreement with Thomas & Betts. The SEC today withdrew its
objections based on additional information provided by Thomas & Betts.
Qualification for pooling treatment is a condition precedent to closing the
merger contemplated under a definitive agreement announced by the companies on
January 27, 1999.
Thomas & Betts has again asked AFC Cable to complete its responses to
the few remaining SEC non-accounting comments, which predominantly pertain to
AFC Cable, as quickly as possible. For the past two weeks AFC Cable has delayed
further work on the matter until the pooling issue was resolved.
The merger agreement between the parties provides that either Thomas &
Betts or AFC Cable may terminate the agreement if the merger is not completed by
June 30, 1999. However, Thomas & Betts has previously advised AFC Cable that it
believes the right to terminate is not available to AFC Cable in view of its
past conduct.
In order to clarify the situation for the benefit of the parties and
their shareholders, Thomas & Betts today again requested that AFC Cable agree to
jointly announce an extension of the termination date under the merger agreement
for a reasonable period of time to allow the transaction to be completed.
-more-
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If instead AFC Cable attempts to terminate the merger agreement, Thomas & Betts
will consider all legal remedies available to it, including commencement of
litigation seeking specific performance in order to require AFC Cable and Ralph
R. Papitto, AFC Cable chairman and chief executive officer, to comply with their
obligations under the merger agreement.
Thomas & Betts remains fully committed to completing the transaction
with AFC Cable, which it believes will bring substantial benefits to the
shareholders of both companies.
Thomas & Betts is a leading producer of connectors and components for
worldwide electrical and electronic markets.
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