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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended January 2, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 1-4682
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-1326940
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1555 Lynnfield Road, Memphis, Tennessee 38119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 682-7766
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, Par Value $.50 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. YES X NO___
Indicated by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates
of the registrant as of February 4, 1994: $1,184,634,681.25.
(For purposes of this filing only, the registrant classified all
executive officers and directors as affiliates).
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at February 4, 1994
Common Stock, Par Value $.50 19,148,082 Shares
DOCUMENTS OR PARTS THEREOF INCORPORATED BY REFERENCE
Form 10-K Part Into Which the
Document or Part Thereof Document is Incorporated
1993 Annual Report to Shareholders Part I, Item 1
Part II, Items 5-8
Part IV, Item 14(a) (1)
1994 Proxy Statement Part III, Items 10-13
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(Items either not applicable or not material have been
excluded.)
(a) (c) General Development and Narrative Description of Business
Thomas & Betts Corporation ("the Corporation") designs,
manufactures and markets a broad line of electrical and electronic
connectors, components and related products for worldwide electrical and
electronic markets. In North America, the Corporation is one of the
largest manufacturers of electrical connectors and accessories for
industrial, commercial and residential construction, renovation,
maintenance, and original equipment manufacturer ("OEM") applications
and is a leading supplier of transmission poles, towers and industrial
lighting products to the utility and telecommunications industries. The
Corporation is also a worldwide designer and manufacturer of electronic
connectors, flat cable, and ceramic chip capacitors, which are sold
primarily to OEMs in the automotive, computer, office equipment, test
equipment, instrumentation, industrial automation and telecommunications
industries.
The Corporation was established in 1898 as a sales agency for
electrical wires and raceways and was incorporated in New Jersey in
1917, where it maintained its corporate headquarters until relocated at
the end of 1993 to Memphis, Tennessee, the principal business site of
the Corporation's largest operation. It has expanded its business and
product line through acquisitions and internal development. The 1992
acquisition of FL Industries Holdings, Inc., whose operating business
was known as American Electric, and six other product line acquisitions
since then, represent a continuation of the Corporation's strategy to
expand its product line and markets served and to enhance customer
service.
The Corporation acquired American Electric for consideration
totaling $436.8 million (excluding $7.3 million of debt assumed).
American Electric, before its integration into the Corporation, was a
leading manufacturer of a broad range of electrical products and
accessories for industrial and construction, utility and retail markets.
The Corporation recently reorganized its operating structure and
currently operates through seven divisions: Electrical Components,
Electronics/OEM, Utility, Lighting, HMR (Heating, Mechanical,
Refrigeration), Europe and Vitramon.
The products of the Electrical Components, Lighting, Utility and
HMR Divisions are manufactured and assembled at facilities located in
the United States, Puerto Rico, Canada, and Mexico and are sold
primarily in North America.
The Electronics/OEM division consists of the Corporation's former
Electronics and Pacific Divisions. Recently, certain OEM-type products,
previously sold only by the Electrical Components Division have been
added to its product package. This expanded Electronics/OEM Division
has manufacturing facilities in the United States, Japan, Taiwan, and
Singapore.
The European Division has manufacturing facilities in England and
Luxembourg, and its electrical and electronics products are sold
primarily in Europe. The Vitramon Division has manufacturing facilities
in the United States, Germany, France, England and Brazil and its
ceramic chip capacitor products are sold primarily in North America and
Europe, with rapid growth occurring in the Far East.
The Corporation's line of products is sold worldwide through
electrical and electronic distributors and directly to OEMs and other
end users. No one of the Corporation's end users or distributors
accounted for more than 5% of the Corporation's 1993 net sales.
The Corporation generally considers electrical products to be those
that connect, terminate, protect and manage raceways, wires and cables
for the distribution of electrical power, and considers electronic
products to be those that carry electronic data, voice and video signals
such as connectors, components and systems. The Corporation's
electrical products include fittings and accessories for electrical
raceways, crimp and mechanical connectors for small wires and power
cables, metal switch and outlet boxes, wire fastening devices and
markers, insulation products, metal framing, lighting fixtures,
transmission and distribution poles and lattice steel transmission
towers.
The Corporation's electrical products are used in industrial,
commercial and residential construction, utility and telecommunications
markets. The Corporation also manufactures electrical products for
retail consumer use, as well as a line of space heaters and related
equipment for the heating, mechanical and refrigeration markets.
The Corporation's electronic products include connectors for use
both inside equipment and for interconnecting equipment, as well as
related components used on printed circuit boards such as electronic
connectors and ceramic chip capacitors. The Corporation manufactures
electronic products for the automotive, computer, office equipment, test
equipment, instrumentation, industrial automation and telecommunications
industries.
ELECTRICAL PRODUCTS
Set forth below are types of customers to which the Corporation
sells its electrical products, as well as products that such customers
typically purchase from the Corporation.
Industrial, Commercial and Residential Construction
Industrial, commercial and residential construction customers for
the Corporation's electrical products include industrial and commercial
construction and renovation companies, OEMs, electrical contractors, and
maintenance and repair operations. The Corporation has thousands of
such customers, and no single end user or distributor accounted for more
than 5% of the Corporation's 1993 sales.
The Corporation designs, manufactures and markets thousands of
different electrical connectors, components and other products for
industrial, commercial and residential construction applications,
including (i) fittings and accessories for electrical raceways; (ii)
fastening products, such as plastic and metallic ties for bundling wire
and flexible tubing; (iii) terminals for small wires and power cables;
(iv) power connectors, such as compression and mechanical connectors for
high current power and grounding applications; (v) indoor and outdoor
switch and outlet boxes, covers and accessories; (vi) floor boxes; (vii)
metal framing, used as structural supports for conduits, cable trays,
electrical enclosures and lighting raceways; (viii) ground rods and
clamps; (ix) products for outdoor security, roadway and adverse and
hazardous location lighting; and (x) other products, including
insulation products, wire markers and application tooling products.
The Corporation markets its electrical products under various brand
names. These brand names and the related products include THOMAS &
BETTS and T&B electrical products and ELECTRICIANS SUPPLIES products,
TY-RAP cable ties, STA-KON terminals, STEEL CITY indoor switch and
outlet boxes, covers, floor boxes and conduit fittings, PERFECT-LINE
outdoor lampholders and boxes and covers, BLACKBURN and COLOR-KEYED
power connectors and grounding devices, HOLUB wire connectors, tools and
accessories, KINDORF and SUPERSTRUT metal framing products, AMERICAN
ELECTRIC LIGHTING and HAZLUX lighting products and certain other
electrical products.
In North America, the Corporation's products for industrial,
commercial and residential construction customers are sold through
electrical distributors. The Corporation has relationships with over
2,000 national, regional and independent distributors and buying groups
with locations across North America. The Corporation has a network of
factory and independent sales representatives who work with distributors
and end users to increase demand for its products.
The Corporation believes that it has strong relationships with its
distributors as a result of the breadth and quality of its product line,
innovative service programs, product innovation, competitive pricing and
brand name recognition among its customers.
The Corporation also manufactures and distributes its products
internationally. Certain of the Corporation's standard products are
sold in countries where they conform to the applicable local electrical
requirements, while other products are specially designed and
manufactured to conform to local standards. The Corporation enhances
its capabilities in Europe and the Pacific Region with local
engineering, manufacturing and marketing operations. The Corporation
also markets electrical products through offshore sales agents and
domestic exporters.
Utility
The Corporation designs, manufactures and markets transmission and
distribution poles and towers; flood, roadway and security lighting
fixtures; and connectors, grounding systems, fastening products and
splice enclosures for North American power and telecommunications
companies. These products are primarily sold to five market segments:
investor-owned utilities; cooperatives, which purchase power from
utilities and manage its use; municipal utilities; cable television
operating companies; and telephone companies. The Corporation's utility
and telecommunications customer base includes over 2000 different
companies and other entities. No single utility or telecommunications
end user or distributor accounted for more than 3% of the Corporation's
1993 sales.
The Corporation's utility products include tubular steel
transmission and distribution poles, lattice steel transmission towers,
as well as BLACKBURN high-voltage connectors and grounding systems,
KOLD-N-KLOSE encapsulation and sheath repair systems, T&B aerial, pole,
pedestal and buried splice enclosures, and AMERICAN ELECTRIC LIGHTING
roadway, security and area lighting fixtures. The Corporation
manufactures and sells its transmission towers and its transmission and
distribution poles under various of the ANCHOR METALS, LEHIGH, POWER
STRUCTURES, MEYER, and THOMAS & BETTS brand names. The Corporation
believes that its sales of towers, poles and related products is
enhanced by its ability to design and manufacture quality, customized
products for specific purposes or locations.
The Corporation's utility products are sold both directly to end
users and through distributors. Direct sales typically occur when
products such as steel transmission poles, lighting fixtures and lattice
towers are custom manufactured according to a particular utility's
specifications. Other products are usually sold through distributors
that specialize in selling to utilities and telecommunications
companies. In either case, however, products must typically be pre-
approved by the end user. The Corporation utilizes manufacturers'
representative organizations throughout the United States in conjunction
with its direct sales force to gain customer approvals. The Corporation
also sells roadway and area lighting fixtures, power connectors, lattice
towers and steel poles internationally.
Heating, Mechanical and Refrigeration ("HMR")
The Corporation designs, manufactures and markets heaters and other
products for nonresidential end users such as commercial and industrial
buildings. There are thousands of customers for the Corporation's HMR
products and no single end user or distributor accounted for more than
1% of the Corporation's 1993 net sales.
Products include gas, oil and electric unit heaters, gas-fired duct
furnaces, indirect and direct gas-fired make-up air heaters and infrared
heaters for the HMR marketplace under the REZNOR brand name.
The Corporation's products are sold through heating, ventilation
and air conditioning ("HVAC"), mechanical, and refrigeration
distributors in hundreds of locations in North America. HVAC,
mechanical and refrigeration distributors are reducing their vendor
base. The Corporation believes that the broad array of its HMR
products, the brand name recognition of REZNOR by its customers and the
reputation of the Corporation's other products increases its
attractiveness to HVAC, mechanical, and refrigeration distributors. The
Corporation uses independent manufacturers' representative organizations
in connection with its HMR sales efforts in North America. REZNOR
products are also marketed in Europe and the Pacific Region.
Consumer
Certain of the Corporation's electrical products are used by
individuals who do their own home improvements and repairs, as well as
electrical contractors who purchase through retail outlets. The
Corporation sells several major product groups to these customers under
traditional contractor brand names and the ELECTRIPAK brand name. These
products include security lighting fixtures, surge protectors and
multiple outlet centers, indoor and outdoor switch and outlet boxes,
multiple meter centers, circuit breakers, load centers, wiring products,
and tools. No single retailer or distributor accounted for more than 1%
of the Corporation's 1993 sales.
The Corporation's retail products are largely AMERICAN ELECTRIC
LIGHTING, BLACKBURN, HOLUB, PERFECT-LINE, STEEL CITY, KINDORF and
SUPERSTRUT products, some of which are repackaged and sold under the
ELECTRIPAK brand name.
These products are sold primarily through retailers, including home
centers; hardware stores, including small retailers who buy from
hardware wholesalers or distributors; mass merchandisers; and warehouse
clubs. The Corporation also sells surge protection products through
office supply stores, business machine stores and electronic product
stores. Domestically, the Corporation sells its products to retailers
through a sales force composed of independent manufacturers'
representatives. The Corporation also sells ELECTRIPAK products in
Canada, the Caribbean and Latin America.
ELECTRONIC PRODUCTS
The Corporation is a worldwide designer, manufacturer and marketer
of electronic connectors, flexible interconnects, flat cable, ceramic
chip capacitors and other electronic products. The following are types
of customers to which the Corporation sells its electronic products as
well as products that such customers typically purchase from the
Corporation.
Electronic OEMs/Contractors
The Corporation's electronic products are sold primarily to OEMs in
the automotive, computer, office equipment, test equipment,
instrumentation, industrial automation and telecommunications
businesses, with the remainder of the products going to others such as
distributors or contractors. No single end user or distributor of the
Corporation's electronic products accounted for more than 3% of the
Corporation's 1993 net sales.
The Corporation sells a variety of electronic products including:
(i) printed circuit connectors; (ii) IDC connectors for mass termination
of flat cables; (iii) custom engineered connectors for automotive and
professional electronics applications; (iv) flexible interconnects, flat
cables and assemblies for automotive and other applications; (v) D-
subminiature connectors, a broad group of industry standard connectors;
and (vi) surface mounted ceramic chip capacitors. These products are
sold under various brand names, including T&B electronic connectors,
ANSLEY IDC flat cable and connectors, FLEXSTRIP jumpers, HOLMBERG D-
subminiature and card edge connectors and VITRAMON surface mounted
ceramic chip capacitors.
The Corporation, both in the United States and internationally,
designs and produces highly engineered electronic products, including
both standard products and products specifically designed for end user
applications. Many of the products specifically designed for end user
applications are developed jointly with the customer. In certain
instances, the Corporation is the sole supplier for customer-specific
products which may also become standard products for similar
applications.
In North America, the Corporation sells its standard products
through electronic distributors and direct, while providing customer-
specific products directly to major OEMs. The Corporation sells the
majority of its ceramic chip capacitors directly to OEMs, with the
remainder of its sales being made through distributors. The Corporation
sells through national, regional and local distributors serving a large
customer base.
The Corporation also manufactures and markets its electronic
products internationally, with design, manufacturing and distribution
capabilities in Europe and the Pacific Region. In Europe, as in North
America, electronic products are sold primarily to automotive, computer,
office equipment, test equipment, instrumentation, industrial automation
and telecommunications markets and certain of these electronic products
are developed and manufactured for specific customer applications. The
Corporation also manufactures and sells surface mounted ceramic chip
capacitors in Brazil.
There has been a trend on the part of OEM customers to reduce their
number of preferred suppliers, focusing on companies that can meet
quality and delivery standards and that have a global presence, a broad
product package, strong design capability and competitive prices. The
Corporation has achieved a preferred supplier designation from many of
its most important OEM customers for electronic products and continues
to seek this preferred status from other accounts.
Premises Wiring
The Corporation also manufactures and markets premises wire
management products for contractors, commercial offices, systems
integrators and other information service applications for use in
mainframe-to-terminal systems and personal computer-based local area
networks in commercial properties. Products sold to information service
customers enable them to use economical unshielded twisted-pair
telephone wiring instead of more expensive alternatives. These products
include modular voice and data connectors, twinax and coax connectors,
baluns, patch panels, jacks, wall plates and related products. These
products are sold under the NEVADA WESTERN, ARMIGER, and EPITOME brand
names. The Corporation's premises wire management and networking
products are sold primarily through distributors. The Corporation sells
premises wire management and networking products in North America and
Europe, and to a lesser extent, the Pacific Region.
MANUFACTURING AND DISTRIBUTION
The Corporation employs advanced processes in order to manufacture
quality products. The Corporation's manufacturing processes include
high-speed stamping, precision molding, machining, plating, a
proprietary ceramic wet process, and automated assembly. The
Corporation makes extensive use of computer-aided design and computer-
aided manufacturing (CAD/CAM) software and equipment to link product
engineering with its factories.
The Corporation also utilizes other advanced equipment and
techniques in the manufacturing and distribution process, including
computer software for scheduling, material requirements, shop floor
control, capacity planning, and the warehousing and shipment of
products.
The Corporation believes that its products enjoy a reputation for
quality in the markets in which they are sold. The Corporation has
implemented quality control processes in its design, manufacturing,
delivery and other operations in order to further improve product
quality and the service level to customers. These techniques include
just-in-time manufacturing programs for more efficient use of machine
tools in manufacturing different products, statistical process control,
statistical problem solving, and other processes related to the
Corporation's SIGNATURE SERVICE program.
The Corporation manufactures its products on a worldwide basis,
with manufacturing operations throughout North America, in Europe and in
the Pacific Rim.
The Corporation purchases a wide variety of raw materials for the
manufacture of its products, including precious metals such as gold and
palladium silver, brass, copper, aluminum, steel plate, steel strip,
malleable iron castings, ceramic powders, and resins. The Corporation's
sources of raw materials and component parts are well established and
are sufficiently numerous to avoid serious interruption of production in
the event that certain suppliers are unable to provide raw materials and
component parts.
RESEARCH AND DEVELOPMENT
The Corporation has research, development and engineering
capabilities in each of the three regions of the world in which it
operates in order to respond locally to its customers' needs and
technological requirements. The Corporation believes that it has a
reputation for innovation based upon its ability to develop quality new
and/or improved products that meet the specific application needs of its
customers.
The Corporation allocates significant resources to its research and
development activities. The Corporation's research, development and
engineering expenditures for the creation and application of new and
improved products and processes, restated to include those of American
Electric prior to 1992, were $22.6 million, $21.0 million and $20.0
million for 1993, 1992 and 1991, respectively. The operations acquired
in the American Electric acquisition have benefited from the
Corporation's commitment to research and development and its
technological expertise.
The research and development activities of the Corporation are
focused on specific product areas. Certain of the Corporation's recent
new products and enhancements include electrical connectors for
construction markets, special automotive assemblies, terminators for
high speed computer building wiring, special automotive connectors, fine
pitch connectors, a new cable tie line, cost-reduced direct-gas-fired
furnace, outdoor floodlight and multiple outlet centers, and continued
improvements in manufacturing efficiency and product performance of the
Corporation's VITRAMON surface mounted ceramic chip capacitors.
PATENTS AND TRADEMARKS
The Corporation owns approximately 911 active patents worldwide and
has numerous patent applications currently pending. The Corporation has
over 200 trademarks, including THOMAS & BETTS, T&B, TY-RAP, STA-KON,
ANSLEY, FLEXSTRIP, VITRAMON, BLACKBURN, STEEL CITY, KINDORF, HAZLUX,
AMERICAN ELECTRIC LIGHTING, COLOR-KEYED, SUPERSTRUT, PERFECT-LINE,
REZNOR, ANCHOR METALS, LEHIGH, MEYER, NEVADA WESTERN, ELECTRIPAK,
WESTLINE, HOLMBERG and ZINSCO. While the Corporation considers its
patents and trademarks to be valuable assets, it does not believe that
its competitive position is dependent on patent or trademark protection
or that its operations are dependent on any individual patent or
trademark. The Corporation does not consider any of its licenses,
franchises or concessions to be material to its business.
COMPETITION
The Corporation encounters competition in all areas of its
business. The Corporation competes primarily on the basis of product
quality, technology, price, performance and customer service. While no
single competitor manufactures as much as 25% of the products
manufactured by the Corporation, there are many companies which
manufacture a number of products which compete with those of the
Corporation. All of the Corporation's products are in competition with
products of other manufacturers, some of which have greater financial
and other resources than the Corporation.
EMPLOYEES
As of January 1994, the Corporation had approximately 8,000 full-
time employees worldwide.
(b) Financial Information About Industry Segments
The Corporation operates in one industry segment and information
regarding this segment is in Item 1. (a) (c) above.
(d) Financial Information About Foreign and Domestic Operations and
Export Sales
Information relating to operations in different geographic areas is
presented in the Corporation's 1993 Annual Report to Shareholders on
page 27 and is incorporated herein by reference. The risks attendant to
these sales and profits are relatively small because the operations are
in foreign countries that have relatively stable political systems. It
is expected that the international markets will continue to provide
sales growth in the future.
ITEM 2. PROPERTIES
The Corporation has total plant, office and warehouse space of
approximately 4,875,000 square feet which is located principally in 60
locations in 17 states, the Commonwealth of Puerto Rico and 15 foreign
countries.
The largest manufacturing plant, 420,000 square feet, is located in
Elizabeth, New Jersey. Other principal manufacturing plants and
offices, aggregating 3,125,000 square feet, are located in California,
Connecticut, Georgia, Louisiana, Mississippi, New Jersey, Oklahoma,
Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Wisconsin,
Puerto Rico, Brazil, Canada, France, Germany, Japan, Luxembourg, Mexico,
Singapore, Taiwan and the United Kingdom.
Principal sales offices and warehouses are located in 1,330,000
square feet of property located in California, Illinois, Georgia,
Mississippi, Nevada, New Jersey, Ohio, Pennsylvania, South Carolina,
Tennessee, Texas, Wisconsin, Australia, Canada, France, Germany, Hong
Kong, Italy, Japan, Mexico, Singapore, Spain, Sweden, and the United
Kingdom.
Of the above 4,942,000 square feet, the Corporation owns 2,594,000
square feet and leases 2,348,000 square feet. Leases covering leased
properties expire at various dates from 1994 to 2022.
The Corporation believes that its principal manufacturing and
distribution properties, as described above, are suitable and adequate
for its present needs and that it has sufficient manufacturing capacity
to meet its anticipated needs.
ITEM 3. LEGAL PROCEEDINGS
The Corporation is subject to federal, state and local
environmental laws and regulations, which govern the discharge of
pollutants into the air, soil and water, as well as the handling and
disposal of solid and hazardous wastes. The Corporation believes that
it is currently in substantial compliance with all applicable
environmental laws and regulations and that the costs of maintaining or
coming into compliance with such environmental laws and regulations will
not be material to the Corporation's financial condition.
Owners and operators of sites containing hazardous substances, as
well as generators of hazardous substances, are subject to broad
liability under various federal and state environmental laws and
regulations, including liability for cleanup costs and damages arising
out of past disposal activity. Such liability in many cases may be
imposed regardless of fault or the legality of the original disposal
activity. The Corporation is the owner or operator of various
manufacturing facilities currently being investigated or remediated,
including its closed facilities in Anniston, Alabama, and St. Louis,
Missouri. In addition, the Corporation is investigating two
manufacturing plants which were sold by American Electric prior to its
acquisition by the Corporation, located in Medora, Indiana, and Monroe,
Louisiana, that may require site remediation.
The above facilities were purchased by American Electric from other
parties between the years 1985 and 1988. At the time of these
purchases, the sellers gave commitments for indemnification for
environmental liabilities that occurred prior to the purchase of the
facilities by American Electric. There can be no assurances that such
indemnities will be honored, but the Corporation believes that the
indemnities will be honored. Subsequent to the Corporation's
acquisition of American Electric, the Corporation has entered into
agreements with the sellers to cooperate with each other in resolving
obligations in connection with the abovementioned environmental issues.
Certain Company business units have received notifications from the
United States Environmental Protection Agency ("EPA") or similar state
environmental regulatory agencies or private parties that the
Corporation, along with others, may be potentially responsible for the
remediation of twelve waste disposal sites listed for investigation
and/or cleanup under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (the "Superfund" Act) or similar
state environmental statutes. Pursuant to the Asset Purchase Agreement
dated June 28, 1985 between American Electric and ITT Corporation (ITT),
ITT has to date assumed responsibility for its costs associated with
pre-June 1985 contamination at five of the twelve waste disposal sites
identified above. The Corporation has assumed responsibility for its
share of costs for the remaining seven waste disposal sites identified
above.
The Corporation has also been served with an Administrative
Complaint by the EPA which alleges that the Surprenant Wire and Cable
facility in Clinton, Massachusetts, which was owned and operated by
American Electric from June 1985 until November 1988, failed to comply
with certain requirements of the Emergency Planning and Community Right
to Know Act for the 1987 reporting year (In The Matter of FL Industries,
Inc., EPA Region I Docket No. EPCRA-I-92-1047, filed April 1, 1992).
The EPA's complaint seeks a penalty of $176,520. The Corporation is
currently contesting this matter to determine the extent of its
liability, if any.
The Corporation is not able to predict with certainty the extent of
its ultimate liability with respect to any pending or future
environmental matters. However, the Corporation does not believe that
any such liability with respect to the aforementioned environmental
matters will have a material adverse effect upon its financial
condition.
The Corporation has been named as defendant in various product
liability and commercial legal actions arising from normal business
activities. Although the amount of any ultimate liability with respect
to such matters cannot be precisely determined, the Corporation does not
believe any such liability will be material to its financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Executive Officers of the Registrant
Date
Assumed
Present
Name Position Age Position
T. Kevin Dunnigan (1) Chairman of the Board
and Chief Executive
Officer 56 January 1992
Ronald P. Babcock (2) Vice President -
Finance and Treasurer
(Chief Financial
Officer) 58 January 1994
T. Roy Burton President - Electronics/OEM
Division 46 March 1994
Thomas A. Edmonds President - Utility
Division 44 March 1994
William A. Fredrick President - Lighting
Division 47 March 1994
Uberto Gamaggio President - European
Division 55 May 1993
Clyde R. Moore President and Chief
Operating Officer 40 January 1994
Robert Paquette President - Vitramon
Division 60 December 1992
Dominic J. Pileggi (3) President - Electrical
Components Division 42 March 1994
(1) Chief Executive Officer since January 1985.
(2) Vice President - Finance (Chief Financial Officer) since May 1983.
(3) President - Electronics Division from August 1988 to February 1994.
The above have been executive officers of the Corporation for at least
the last five years except the following:
Mr. Burton was Vice President and General Manager of Bendix
Connector Operations (1989 to 1992), Vice President-Information
Technology Operations (1992-93), and Vice President-Aerospace
Operations (1993-94) of Amphenol Corporation.
Mr. Edmonds was President of Thomas & Betts Limited (Canada) (1989
to 1991); Vice President-Corporate Planning (1991 to 1992) and
President-European Division (1992 to 1993) of the Corporation; Vice
President-Utility Group of Thomas & Betts Holdings, Inc. (1993 to
1994).
Mr. Fredrick was Vice President-Commercial and Industrial Lighting
Group of the American Electric Division of FL Industries, Inc.
(1988 to 1992); Vice President and General Manager-Commercial and
Industrial Lighting Group of Thomas & Betts Holdings, Inc. (1992 to
1994).
Mr. Gamaggio was Managing Director of Baumann GmbH, Lichtenstein,
from 1987 to 1993.
Mr. Moore was President and Chief Operating Officer of FL
Industries, Inc. from 1990 to 1992 and President of its American
Electric Division from 1985 until its acquisition by Thomas & Betts
Corporation in 1992. He was President-Electrical Division of the
Corporation from 1992 to 1994.
Mr. Paquette has been President of Vitramon, Incorporated, a
wholly-owned subsidiary of the Corporation, since it was acquired
in 1987.
The executive officers were elected by the Board of Directors for a term
which expires on May 4, 1994, the date of the next organizational
meeting of the Board of Directors. Normally, officers are elected for
one-year terms or until their successors have been elected. There
exists no special arrangement or understanding regarding election to
executive office other than that described herein. See Item 11 for
information relating to Directors.
PART II
ITEMS 5 THROUGH 8.
Information required by Items 5 through 8 of Form 10-K is included
in the Corporation's 1993 Annual Report to Shareholders and is
incorporated herein by reference as indicated below:
Item No. Page
5 17&29
6 30&31
7 16&17
8 18-29
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEMS 10, 11, 12 and 13
Registrant, on or about March 21, 1994 mailed to the Securities and
Exchange Commission for filing a definitive Proxy Statement.
Information required by Items 10, 11, 12 and 13 of Form 10-K, but not
provided herein, is included in the Proxy Statement and is incorporated
herein by reference. Certain of the information required with respect
to executive officers is also set forth in Part I of this report under
the heading "Executive Officers of the Registrant."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as a part of this report:
(1) Financial statements.
All financial statements as set forth under Item 8.
(2) Financial statement schedules.
Page
Number
I Marketable Securities - Other Investments 17
V Property, Plant and Equipment 18
VI Accumulated Depreciation of Property,
Plant and Equipment 19
VIII Valuation and Qualifying Accounts 20
IX Short-Term Borrowings 21
X Supplementary Income Statement Information 22
Independent Auditors' Report on Financial
Statement Schedules 23
All other schedules are omitted as the required information is
inapplicable or the information is presented in the financial
statements or related notes.
(3) Exhibits (numbered in accordance with Item 601 of Regulation
S-K)
(3) Restated Certificate of Incorporation and By-Laws
(10) Material Contracts
- 1988 Restricted Stock Incentive Plan
- 1993 Management Stock Ownership Plan
(12) Statements regarding Computation of Ratios (Ratio of
earnings to fixed changes)
(13) 1993 Annual Report to Shareholders
Excerpts from the 1993 Annual Report to Shareholders is
attached to the Form 10-K. If you have not received the
Annual Report to Shareholders, you may obtain one by
writing to the Investor Relations Department of the
Corporation.
(22) Subsidiaries of Registrant
Place of
Name Incorporation
FL Industries Holdings, Inc. Delaware
Thomas & Betts Holdings, Inc. New Jersey
Blackburn Electric Canada Inc. Canada
FL Amelec, Inc. Texas
Amelec S.A. de C.V. Mexico
American Electric de Mexico, S.A. de C.V. Mexico
Anchorlok de Mexico, S.A. de C.V. Mexico
Quelcor, Inc. Pennsylvania
Thomas & Betts Caribe, Inc. Delaware
Thomas & Betts FSC, Inc. U.S. Virgin Islands
Thomas & Betts Industries Co., Ltd. Taiwan, R.O.C.
Thomas & Betts International, Inc. Delaware
Thomas & Betts Aktiebolag Sweden
Thomas & Betts France France
Thomas & Betts GmbH Germany
Thomas & Betts GmbH & Company Kommanditgesellschaft Germany
Thomas & Betts Holdings (U.K.) Ltd. United Kingdom
Thomas & Betts Limited United Kingdom
Thomas & Betts Manufacturing Limited United Kingdom
Vitramon Limited United Kingdom
Thomas & Betts Hong Kong, Limited Hong Kong
Thomas & Betts Japan, Ltd. Japan
Thomas & Betts (Luxembourg) S.A. Luxembourg
Thomas & Betts de Mexico S.A. de C.V, Mexico
Thomas & Betts Pty. Limited Australia
Thomas & Betts (S.E. Asia) Pte. Ltd. Singapore
Thomas & Betts S.p.A. Italy
Thomas & Betts Limited Canada
T&B Manufacturing Ltd. Quebec, Canada
Thomas & Betts (Ontario) Ltd. Canada
Vitramon, Incorporated Delaware
Vitramon do Brasil Ltda. Brazil
Vitramon France S.A. France
Vitramon GmbH Germany
Vitramon Japan Limited Japan
Vitramon Pty. Limited Australia
All subsidiaries are included in the consolidated financial
statements.
(24) Auditors' Consent
The following exhibits are omitted as they are incorporated by
reference as indicated.
(4) Instruments defining the rights of security holders, including
indentures.
- Indenture, dated as of January 15, 1992, between the
Corporation and Morgan Guaranty Trust Company of New York,
as Trustee - See 1991 Form 10-K.
- Specimen of the Corporation's $125,000,000 aggregate
principal amount of 8 1/4% Notes due January 15, 2004 -
See 1991 Form 10-K.
- Form of Distribution Agreement for Medium-Term Notes
between the Corporation and Merrill Lynch & Co., dated
July 28, 1992 - See Form 8-K dated July 28, 1992.
- First Supplemental Indenture, dated as of July 28, 1992,
between the Corporation and Morgan Guaranty Trust Company
of New York, as Trustee - See Form 8-K dated July 28,
1992.
(10) Material Contracts
- 1990 Stock Option Plan - See 1990 Form 10-K
- Agreement and Plan of Merger by and among FL Industries
Holdings, Inc. and the shareholders thereof, the
Corporation and TBC Acquisition Corp., dated as of
November 13, 1991, as amended and restated - See Form
8 filed November 19, 1991.
- Credit Agreement dated as of December 19, 1991 among
the Corporation, the banks listed therein and Morgan
Guaranty Trust Company of New York as agent - See
Exhibit 2.2 to Company's Amendment No. 1 to its Form S-
3 Registration Statement No. 33-44153, as filed January
7, 1992.
- Executive Officer Employment Agreement Form - See 1992
Form 10-K
- 1980 Stock Option Plan - See 1992 Form 10-K
- 1985 Stock Option Plan - See 1992 Form 10-K
- Management Incentive Plan - See 1992 Form 10-K
- Officer Profit-Sharing Plan - See 1992 Form 10-K
- Restricted Stock Plan for Nonemployee Directors - See
1992 Form 10-K
(b) The following Form 8-K was filed during the last quarter of 1993:
- Form 8-K, dated December 1, 1993, noting the election of Jeananne
K. Hauswald as a director of the Corporation.
SCHEDULE I
THOMAS & BETTS CORPORATION
MARKETABLE SECURITIES-OTHER INVESTMENTS
JANUARY 2, 1994
(IN THOUSANDS)
AMOUNT AT WHICH
EACH PORTFOLIO
MARKET VALUE OF MARKETABLE
UNITS-PRINCIPAL COST OF OF EACH ISSUE SECURITIES IS
EACH TITLE OR AMOUNTS OF EACH AT BALANCE CARRIED IN THE
EACH ISSUE BONDS AND NOTES ISSUE SHEET DATE BALANCE SHEET
U.S. Government Securities $22,505 $21,122 $23,298 $21,122
Time and Certificates of
Deposit 8,563 8,555 8,605 8,555
Preferred Stocks (1) 1,866 1,866 2,446 1,866
Totals $32,934 $31,543 $34,349 $31,543
(1) All are rated AAA by Standard & Poor's rating service.
/TABLE
SCHEDULE V
THOMAS & BETTS CORPORATION
PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED JANUARY 2, 1994 AND DECEMBER 31, 1992 AND 1991
(IN THOUSANDS)
OTHER
BALANCE AT EFFECT OF CHANGES BALANCE
BEGINNING ADDITIONS CURRENCY ADD AT END
CLASSIFICATION OF PERIOD AT COST CHANGES RETIREMENTS (DEDUCT) OF PERIOD
(1)
Year ended January 2, 1994:
Land and land improvements $ 19,544 $ 4 $ 234 $ (5,351) $ (1,157) $ 13,274
Buildings 130,285 4,198 (158) (4,886) 8,119 137,558
Machinery and equipment 387,731 34,353 (6,152) (11,893) 16,404 420,443
$ 537,560 $ 38,555 $ (6,076) $ (22,130) $ 23,366 $ 571,275
Year ended December 31, 1992:
Land and land improvements $ 17,037 $ 1,678 $ 24 $ (2,155) $ 2,960 $ 19,544
Buildings 108,437 11,074 (126) (20,423) 31,323 130,285
Machinery and equipment 305,495 34,682 (4,531) (14,608) 66,693 387,731
$ 430,969 $ 47,434 $ (4,633) $ (37,186) $ 100,976 $ 537,560
Year ended December 31, 1991:
Land and land improvements $ 15,148 $ 1,756 $ 133 $ 0 $ 0 $ 17,037
Buildings 99,439 8,882 362 (206) (40) 108,437
Machinery and equipment 288,769 29,654 (1,168) (6,898) (4,862) 305,495
$ 403,356 $ 40,292 $ (673) $ (7,104) $ (4,902) $ 430,969
(1) Includes additions of $103,763 in 1992 for the assets of businesses acquired in purchase transactions.
/TABLE
SCHEDULE VI
THOMAS & BETTS CORPORATION
ACCUMULATED DEPRECIATION OF
PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED JANUARY 2, 1994 AND DECEMBER 31, 1992 AND 1991
(IN THOUSANDS)
OTHER
BALANCE AT EFFECT OF CHANGES BALANCE
BEGINNING ADDITIONS CURRENCY ADD AT END
CLASSIFICATION OF PERIOD AT COST CHANGES RETIREMENTS (DEDUCT) OF PERIOD
(1)
Year ended January 2, 1994:
Land and land improvements $ 1,414 $ 306 $ (13) $ (120) $ 11 $ 1,598
Buildings 29,414 6,452 (338) (3,571) (3) 31,954
Machinery and equipment 210,594 39,368 (3,628) (6,575) 1,960 241,719
$ 241,422 $ 46,126 $ (3,979) $ (10,266) $ 1,968 $ 275,271
Year ended December 31, 1992:
Land and land improvements $ 1,465 $ 187 $ 4 $ (243) $ 1 $ 1,414
Buildings 27,041 5,004 (167) (2,966) 502 29,414
Machinery and equipment 189,063 36,042 (2,395) (10,330) (1,786) 210,594
$ 217,569 $ 41,233 $ (2,558) $ (13,539) $ (1,283) $ 241,422
Year ended December 31, 1991:
Land and land improvements $ 1,193 $ 274 $ (2) $ 0 $ 0 $ 1,465
Buildings 23,334 3,958 (28) (216) (7) 27,041
Machinery and equipment 172,546 26,701 (285) (5,806) (4,093) 189,063
$ 197,073 $ 30,933 $ (315) $ (6,022) $ (4,100) $ 217,569
(1) Refer to "Notes to Consolidated Financial Statements" in the 1993 Annual Report to
Shareholders for depreciation methods and useful lives.
/TABLE
SCHEDULE VIII
THOMAS & BETTS CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JANUARY 2, 1994 AND DECEMBER 31, 1992 AND 1991
(IN THOUSANDS)
ADDITIONS
BALANCE AT
BEGINNING CHARGED TO CHARGED TO BALANCE AT
OF COST AND OTHER END OF
DESCRIPTION PERIOD EXPENSES ACCOUNTS (DEDUCTIONS) PERIOD
Year ended January 2, 1994:
Allowance for doubtful accounts
and cash discounts $ 5,103 $ 1,291 (1) $ 127 (3) $(1,229) (4) $ 5,292
Valuation allowance for deferred tax assets $ $11,886 (2) $ - $(1,284) (5) $10,602
Year ended December 31, 1992:
Allowance for doubtful accounts
and cash discounts $ 4,068 $ 845 (1) $ 826 (3) $ (636) (4) $ 5,103
Year ended December 31, 1991:
Allowance for doubtful accounts
and cash discounts $ 3,146 $ 1,518 (1) $ - $ (596) (4) $ 4,068
(1) Includes provision of $1,286 in 1993, $934 in 1992, and $1,546 in 1991 for doubtful accounts. Remaining
amounts represent net change in cash discount reserve and translation adjustments.
(2) Includes $9,687 which relates to the cumulative effect of implementing SFAS 109 at January 1, 1993.
(3) Balance acquired in business acquisitions.
(4) Write-offs of uncollected accounts.
(5) Includes foreign currency translation adjustment of $(408).
/TABLE
SCHEDULE IX
THOMAS & BETTS CORPORATION
SHORT-TERM BORROWINGS
YEARS ENDED JANUARY 2, 1994 AND DECEMBER 31, 1992 AND 1991
(DOLLARS IN THOUSANDS)
CATEGORY OF WEIGHTED AVERAGE MAXIMUM AMOUNT AVERAGE AMOUNT WEIGHTED AVERAGE
AGGREGATE SHORT- BALANCE AT INTEREST RATE AT OUTSTANDING DURING OUTSTANDING DURING INTEREST RATE
TERM BORROWINGS END OF PERIOD END OF PERIOD THE PERIOD THE PERIOD DURING THE PERIOD
(1) (1) (1)
Year Ended
January 2, 1994:
Banks $20,539 6% $28,577 $25,411 8%
Year Ended
December 31, 1992:
Banks $24,200 10% $40,808 $31,295 10%
Year Ended
December 31, 1991:
Banks $74,661 8% $85,525 $73,904 9%
(1) Derived based on month-end amounts.
/TABLE
SCHEDULE X
THOMAS & BETTS CORPORATION
SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED JANUARY 2, 1994 AND DECEMBER 31, 1992 AND 1991
(IN THOUSANDS)
1993 1992 1991
Maintenance and repairs $19,331 $20,578 $15,574
Advertising costs $13,654 $14,750 $ 8,207
Amortization of intangible assets $11,780 $13,498 $ 4,154
Amounts for taxes other than payroll and income taxes, and royalties are
not presented as such amounts are less than 1% of total sales.
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
The Shareholders and Board of Directors
Thomas & Betts Corporation:
Under date of February 3, 1994, we reported on the consolidated
balance sheets of Thomas & Betts Corporation and subsidiaries as of
January 2, 1994, and December 31, 1992 and the related consolidated
statements of earnings, cash flows, and shareholders' equity for each of
the years in the three-year period ended January 2, 1994 as contained in
the 1993 Annual Report to Shareholders. These consolidated financial
statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year 1993 In connection with our
audits of the aforementioned consolidated financial statements, we also
have audited the related financial statement schedules as listed in the
accompanying index. These financial statement schedules are the
responsibility of the Corporation's management. Our responsibility is
to express an opinion on these financial statement schedules based on
our audits.
In our opinion, such financial statement schedules, when considered
in relation to the basic consolidated financial statements taken as a
whole, present fairly, in all material respects, the information set
forth therein.
KPMG Peat Marwick
Short Hills, New Jersey
February 3, 1994
SIGNATURES
PURSUANT TO THE REQUIREMENTS TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS
ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED.
THOMAS & BETTS CORPORATION
Signature Title Date
/s/ T. Kevin Dunnigan Chairman of the Board, March 3, 1994
(T. Kevin Dunnigan) Chief Executive Officer
and Director
/s/ Clyde R. Moore President, Chief March 3, 1994
(Clyde R. Moore) Operating Officer
and Director
/s/ Ronald P. Babcock Vice President - Finance March 3, 1994
(Ronald P. Babcock) and Treasurer (Chief
Financial Officer
and Principal Accounting
Officer)
/s/ James D. Hay Vice President - General March 3, 1994
(James D. Hay) Counsel
/s/ Hobart Betts Director March 3, 1994
(Hobart Betts)
/s/ Raymond B. Carey, Jr. Director March 3, 1994
(Raymond B. Carey, Jr.)
/s/ Ernest H. Drew Director March 3, 1994
(Ernest H. Drew)
/s/ Jeananne K. Hauswald Director March 3, 1994
(Jeananne K. Hauswald)
/s/ Thomas W. Jones Director March 3, 1994
(Thomas W. Jones)
Director March , 1994
(Robert H. McCaffrey)
/s/ J. David Parkinson Director March 3, 1994
(J. David Parkinson)
/s/ Ian M. Ross Director March 3, 1994
(Ian M. Ross)
Director March , 1994
(Jerre L. Stead)
/s/ William H. Waltrip Director March 3, 1994
(William H. Waltrip)