Back to GetFilings.com
_______________________________________________________________________________
_______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 2, 2000.
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________
TO _________________.
COMMISSION FILE NUMBER 1-4682
THOMAS & BETTS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TENNESSEE 22-1326940
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8155 T&B BOULEVARD, MEMPHIS, TENNESSEE 38125
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (901) 252-8000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, $.10 par value 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 |_|
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) 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. |_|
As of March 6, 2000, 57,934,265 shares of the Registrant's Common Stock
were outstanding and the aggregate market value of the voting stock held by
non-affiliates of the Registrant (based on the average bid and asked prices of
such stock on the New York Stock Exchange composite tape) was $1,298,089,625.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended
January 2, 2000, are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement for the Annual Meeting of Shareholders to
be held May 3, 2000, are incorporated by reference into Part III.
_______________________________________________________________________________
_______________________________________________________________________________
TABLE OF CONTENTS
Page
----
PART I
ITEM 1. Business............................................ 3
ITEM 2. Properties.......................................... 8
ITEM 3. Legal Proceedings................................... 9
ITEM 4. Submission of Matters to a Vote of Security
Holders............................................. 11
Executive Officers of the Registrant................ 11
PART II
ITEM 5. Market for Registrant's Common Equity and Related
Shareholder Matters................................. 12
ITEM 6. Selected Financial Data............................. 12
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.................. 12
ITEM 7A. Quantitative and Qualitative Disclosures About
Market Risk ........................................ 13
ITEM 8. Financial Statements and Supplementary Data......... 13
ITEM 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.............. 14
PART III
ITEM 10. Directors and Executive Officers of the Registrant.. 14
ITEM 11. Executive Compensation.............................. 14
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management............................... 14
ITEM 13. Certain Relationships and Related Transactions...... 14
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K................................ 15
EXHIBIT INDEX ..................................................... E-1
Page 2 of 25
PART I
ITEM 1. BUSINESS
Thomas & Betts Corporation (the "Corporation" or "Thomas & Betts") is a
leading manufacturer of connectors and components for worldwide electrical and
electronics markets. Thomas & Betts operates over 250 manufacturing,
distribution and office facilities around the globe in 25 countries. Thomas &
Betts was first established in 1898 as a sales agency for electrical wires and
raceways, and was incorporated and began manufacturing products in New Jersey in
1917. The Corporation was reincorporated in Tennessee in May 1996. Corporate
offices are maintained at 8155 T&B Boulevard, Memphis, Tennessee 38125, and the
telephone number at that address is 901-252-8000. The Corporation's website is
www.tnb.com.
The Corporation designs, manufactures and sells components used in
assembling, maintaining and repairing electrical, electronic and
communications systems. The Corporation's products include: 1) electrical
components and accessories for industrial, commercial, utility and
residential construction, renovation and maintenance applications and for
applications in other companies' products primarily in North America, but
also in Europe and other areas of the world; 2) electromechanical components,
connectors and subsystems for use in high-speed applications involving
miniaturization, surface-mounts, electromagnetic interference and
multiplexing that are sold to the information processing and automotive
industries in North America, Europe and Asia for use in other manufacturers'
products; 3) electromechanical components, subsystems and accessories used to
maintain, construct and repair cable television, telecommunications and data
communications networks worldwide; 4) transmission poles and towers primarily
for North American customers; and 5) heating units and accessories for North
American and European markets.
The Corporation classifies its products into business segments that are
organized around the market channels through which it sells those products:
Electrical, Electronic Original Equipment Manufacturers (OEMs) and
Communications. Some products and sales cannot be classified into those segments
and are included in "All Other." About one-half of Thomas & Betts' products meet
global specifications and are sold worldwide. Other products, primarily those
sold in the Electrical channel, have region-specific standards and are sold
mostly in North America or in other regions sharing North American electrical
codes.
The Corporation sells its products through electrical, electronic,
telephone, cable and heating, ventilation and air-conditioning (HVAC)
distributors, directly to OEMs and end users, and through mass merchandisers,
catalog merchandisers and home centers. No single customer of the Corporation
accounted for 10% or more of net sales in any of the last three years.
Thomas & Betts pursues growth through market penetration, global
expansion, new product development, joint ventures and acquisitions. In 1999,
the Corporation completed three acquisitions for total consideration of $70.7
million consisting of $17 million of cash and 869,722 shares of common stock.
The largest was the acquisition of L.E. Mason, a market leader in weatherproof
electrical boxes and covers.
Also, in 1999 the Corporation divested itself of three cable television
amplifier businesses, removing itself from the active components portion of the
cable television business.
In 1998, the Corporation completed nine acquisitions for total
consideration of $168 million cash and 1,461,000 shares of common stock. In
November 1998, Thomas & Betts completed the cash acquisition of Kaufel Group
Ltd. ("Kaufel"), more than doubling the lighting product line that Thomas &
Betts offers. Canadian-based Kaufel manufactures emergency lighting products and
sells in Canada, the U.S., Europe and Asia-Pacific. In July 1998, the
Corporation acquired Telecommunication Devices, Inc., a manufacturer of battery
packs for mobile communications equipment. Other 1998 acquisitions added to the
scope of products offered through Electrical and Communications market channels.
In 1997, Thomas & Betts completed six acquisitions, the largest of
which was the July 1997 acquisition of Diamond Communications Products, Inc.
Diamond's products enhanced the Corporation's offering in the "drop-end" portion
of the
Page 3 of 17
cable television industry that connects cable service to homes and other
service destinations. Other 1997 acquisitions increased the breadth of products
offered within the Electrical segment.
ELECTRICAL SEGMENT
The Electrical segment's markets include industrial construction,
renovation, maintenance and repair; commercial and residential construction and
renovation; project construction; and industrial OEM, primarily in North
America. Total sales of the segment were $1,359 million, $1,118 million and
$1,020 million, or 53.9%, 50.1% and 45.1% of total sales for 1999, 1998 and
1997, respectively.
Thomas & Betts designs, manufactures and markets thousands of
different electrical connectors, components and other products for electrical
applications. The Corporation has a leading position in the market for many
of those products. Products include fittings and accessories for electrical
raceways; fastening products, such as plastic and metallic ties for bundling
wire and flexible tubing; connectors, such as compression and mechanical
connectors for high-current power and grounding applications; indoor and
outdoor switch and outlet boxes, covers and accessories; floor boxes; metal
framing used as structural supports for conduits, cable trays, electrical
enclosures and lighting raceways; ground rods and clamps; emergency, outdoor
security, roadway and hazardous location lighting; circuit breakers, safety
switches and meter centers; and other products, including insulation
products, wire markers, cable tray and application tooling products. Products
are sold under a variety of the Corporation's well-known brand names.
Electrical products are sold through electrical and utility
distributors, as well as retail outlets such as home centers and mass merchants.
The Corporation has relationships with over 8,000 national, regional and
independent distributors, retailers and buying groups with locations across
North America. Thomas & Betts 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 end users. Thomas & Betts' products are sold through a network of factory
and independent sales representatives who work with distributors, end users and
retail outlets to increase demand for its products. The Corporation has
thousands of customers.
Because electrical standards vary by region, and historically the
Corporation has emphasized North American standards, the majority of Electrical
segment sales are currently realized in the U.S. and Canada. Thomas & Betts has
the potential to increase its participation in markets outside of North America
by developing or acquiring product lines that conform to other regional
standards.
ELECTRONIC OEM SEGMENT
Thomas & Betts sells electronic components primarily to OEMs in the
automotive, information services, office equipment, mobile communications,
industrial electronics, test equipment, computer-aided-engineering and
manufacturing systems, instrumentation, medical electronics markets, and
additional applications in aerospace. The Corporation also sells products
through electronics distributors. Electronic OEM segment sales were $686.7
million, $635.9 million and $752.5 million, or 27.2%, 28.5% and 33.3% of Thomas
& Betts' total sales for 1999, 1998 and 1997, respectively.
The Corporation's Electronic OEM components include: printed circuit
connectors; IDC connectors for mass termination of flat cables;
custom-engineered connectors for professional electronics (including MPI) and
automotive applications; flexible interconnects, flat cables and assemblies for
automotive and other applications; cable ties; terminals; D-subminiature
connectors, a broad group of industry standard connectors; custom and standard
switches; battery packs; printed circuit board sockets; and terminal blocks.
These components are sold under a variety of Thomas & Betts' brand names.
Thomas & Betts manufactures and sells both custom-designed and standard
components through distributors and directly to OEM customers. To enable it to
compete in the global electronics marketplace, the Corporation has design,
manufacturing and distribution capabilities in North America, Europe and the Far
East. Thomas & Betts has a broad customer base.
OEM customers are reducing the number of their 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.
Page 4 of 17
The Corporation has been designated as a preferred supplier by many of its
most important OEM customers for electronic components, and continues to seek
preferred status from other accounts.
COMMUNICATIONS SEGMENT
Thomas & Betts' Communications segment designs, manufactures and
markets electromechanical components, subsystems and accessories used to
maintain, construct and repair cable television (CATV), telecommunications and
data communications networks. Although the majority of the segment's sales are
recorded in North America, the products are of an international standard and are
also sold outside of North America. Total Communications segment sales were
$260.3 million, $260.6 million and $262.1 million, or 10.3%, 11.7% and 11.6% of
the Corporation's total sales for 1999, 1998 and 1997, respectively.
The Corporation's communications product offering includes: CATV drop
hardware; RF connectors; fiber management systems; fiber optic connectors and
splitters; modular voice and data connectors and related components; aerial,
pole, pedestal and buried splice enclosures; connectors; encapsulation and
sheath repair systems; and cable ties.
Products are sold directly to CATV system operators and also through
telecommunications and CATV distributors. Components, with the exception of
modular voice and data connectors, are sold under a variety of the Corporation's
brand names. Modular voice and data connectors and a package of related products
are sold through an exclusive arrangement with IBM's Advanced Connectivity
Systems, and are not offered directly to other end users.
OTHER SALES
The Corporation sells its other products and components, comprised of
heating products and steel poles and towers, through distributors and directly
to end users. Other sales were $216.4 million, $215.9 million and $224.8
million, or 8.6%, 9.7% and 10.0% of the Corporation's total sales for 1999, 1998
and 1997, respectively.
HEATING PRODUCTS
The Corporation designs, manufactures and markets heating and
ventilation products for commercial and industrial buildings. Products
include gas, oil and electric unit heaters, gas-fired duct furnaces, indirect
and direct gas-fired make-up air heaters, infrared heaters, and evaporative
cooling and heat recovery products for the heating, ventilation and air
conditioning ("HVAC") marketplace. Those products are sold under the
Reznor-Registered Trademark- and E.K. Campbell-Registered Trademark- brand
names through HVAC, mechanical and refrigeration distributors in over 1,800
locations throughout North America and Europe.
TRANSMISSION POLES AND TOWERS
The Corporation designs, manufactures and markets transmission and
distribution poles and towers for North American power and telecommunications
companies and for export. Those products are primarily sold to five types of
end users: investor-owned utilities; cooperatives, which purchase power from
utilities and manage its distribution to end users; municipal utilities;
cable television operating companies; and telephone companies. The
Corporation's products include tubular steel transmission and distribution
poles and lattice steel transmission towers. The Corporation manufactures and
sells its transmission towers and its transmission and distribution poles
under the Lehigh-TM-, Meyer-TM- and Thomas & Betts-Registered Trademark-
brand names.
MANUFACTURING AND DISTRIBUTION
Thomas & Betts employs advanced processes in order to manufacture quality
products. The Corporation's manufacturing processes include high-speed stamping,
precision molding, machining, plating 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.
Page 5 of 17
The Corporation also utilizes other advanced equipment and techniques in
the manufacturing and distribution process, including computer software for
scheduling, material requirements planning, shop floor control, capacity
planning, and the warehousing and shipment of products.
Thomas & Betts' products enjoy a reputation for quality in the markets
in which they are sold. To ensure quality, all of Thomas & Betts' facilities
embrace quality programs, and 80% of all facilities owned as of October 31,
1998 now meet ISO 9000, 9001, 9002 or QS 9000 standards. By year-end 2000,
all facilities owned by Thomas & Betts for at least two years are expected to
have received either ISO or QS certification. 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 Distributor Manufacturer Integration
(DMI-Registered Trademark-) program.
From its origin as a delivery guarantee for electrical distributors,
the DMI-Registered Trademark- program has evolved into a program that
encompasses purchasing incentives, extensive marketing support, training and
service discounts primarily for electrical and CATV distributors. In 1999,
the DMI-Registered Trademark- program added 27 new participants, representing
an increase of 8% over the previous year. The DMI-Registered Trademark-
advanced partnership program includes customer cost-reduction processes such
as automatic stock replenishment, advanced distributor inventory modeling,
automatic receiving, price synchronization, invoice balancing and summary
billing. Combining those business process redefinitions with a leading effort
in electronic commerce, such as extensive use of industry-standard electronic
data interchange (EDI), has made the DMI-Registered Trademark- partnership
program a success for the Corporation as well as its participating
distributors.
In late 1999, the Corporation implemented a new web-enabled order
processing system which management believes is strategically important to the
Corporation's future industry position, particularly in the area of
business-to-business e-commerce. The Corporation plans to continue to develop
web-based capabilities to provide higher levels of service and efficiency to its
customers.
RAW MATERIALS
Thomas & Betts purchases a wide variety of raw materials for the
manufacture of its products, including metals, commodities and materials such as
copper, aluminum, zinc, gold, steel, resins, rubber compounds, battery cells and
castings. 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
Thomas & Betts has centralized research, development and engineering
capabilities for those products that are globally accepted and maintains
regional facilities to respond to the specific needs of local markets. The
Corporation has a reputation for innovation and value based upon its ability to
rapidly develop products that meet the needs of the marketplace.
The Corporation invests significant resources in its research and
development activities. Research, development and engineering expenditures
invested into new and improved products and processes were $48 million, $49
million and $53 million, or 1.9%, 2.2% and 2.3% of total sales for 1999, 1998
and 1997, respectively.
The Corporation made major investments and future commitments toward
next-generation engineering tools in the areas of solid modeling software and
rapid prototyping. The foundation has also been set to integrate these tools
across the design, manufacturing and production areas. These research and
development activities continue to be focused on high-growth markets and
complementary products. Most research and development activity in 1999 took
place in the Electronic OEM and Communications segments with efforts focused
in part on expanding applications for the Metallized Particle Interconnect
(MPI-TM-), microprocessor socket, commercializing polymer lithium ion battery
technology for mobile communications applications and developing additional
fiber optic products.
Page 6 of 17
PATENTS AND TRADEMARKS
Thomas & Betts owns approximately 2,500 active patent registrations
and applications worldwide. The Corporation has over 1,550 active trademarks
worldwide, including THOMAS & BETTS, T&B, AGASTAT, ALCOSWITCH, AMERICAN
ELECTRIC LIGHTING, ANCHOR, ANSLEY, ARMIGER, ASTER, AUGAT, BLACKBURN, BOWERS,
BUCHANAN, CANSTRUT, CATAMOUNT, CENTER LOK, COLOR-KEYED, COMMANDER, DIAMOND,
ELASTOMERIC TECHNOLOGIES, E.K. CAMPBELL, ELASTIMOLD, ELECTROLINE,
EMERGI-LITE, EPITOME, ELECTROLAY, EVER-LOK, E-Z-CODE, FLEX-STRIP, HAZLUX,
HOLMBERG, KINDORF, KOLD-N-KLOSE, LIQUID TITE, LRC, MARR, MARRETTE, MAX-GARD,
MEYER, MICROLECTRIC, MPI, NEVADA WESTERN, OCAL, RDI, POWERLITE, RED DOT,
REZNOR, RUSSELLSTOLL, SACHS, SHAMROCK, SIGNATURE SERVICE, SITE LIGHT,
SNAP-N-SEAL, STA-KON, STEEL CITY, SUPER STRUT, TDI BATTERIES, TAYLOR,
TY-FAST, TY-RAP, UNION, VALON and ZINSCO.
While the Corporation considers its patents and trademarks (including
trade dress) to be valuable assets, it does not believe that its competitive
position is dependent solely 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
Thomas & Betts encounters competition in all areas of its business,
and the methods of competition vary depending on the market into which the
Corporation is selling. The Corporation competes primarily on the basis of
product quality, technology or innovation, price, performance and customer
service. No single company competes directly with Thomas & Betts in all of
its product lines, but various companies compete with Thomas & Betts in one
or more product lines.
In total, Thomas & Betts has many competitors varying in size. Some
have substantially greater sales and assets than Thomas & Betts while other
companies are smaller than Thomas & Betts.
EMPLOYEES
As of January 2, 2000, the Corporation and its subsidiaries had
approximately 21,500 full-time employees worldwide. Employees of the
Corporation's international subsidiaries in the aggregate comprise
approximately 58% of all employees. Of the total number of employees,
approximately 35% are represented by trade unions. The Corporation believes
its relationships with its employees are excellent.
REGULATION
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. Thomas & Betts 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
position or results of operations.
FINANCIAL INFORMATION ABOUT FOREIGN AND U.S. DOMESTIC OPERATIONS
For information concerning financial results for industry segments
and foreign and U.S. domestic operations for the three years ended January 2,
2000, refer to Notes 13 and 14, respectively, of Notes to Consolidated
Financial Statements contained in the Corporation's 1999 Annual Report to
Shareholders, which Notes are incorporated herein by reference. Export sales
originating in the U.S. were $61.1 million, $52.3 million and $52.8 million
for 1999, 1998 and 1997, respectively.
Page 7 of 17
ITEM 2. PROPERTIES
The Corporation has total plant, office, distribution, storage and
warehouse space of approximately 11,305,000 sq. ft. in over 250 locations in
29 states, the Commonwealth of Puerto Rico and 23 other countries. This space
is composed of approximately 8,017,000 sq. ft. of manufacturing space,
2,653,000 sq. ft. of office, distribution, storage and warehouse space and
635,000 sq. ft. of idle space.
The following table lists the Corporation's manufacturing locations by
segment as of January 2, 2000:
Approximate Area
In Sq. Ft.
No. Of -----------------------
Segment Location Facilities Leased Owned
- ------- -------- ---------- ------ -----
Electrical
Alabama 1 126,000
Arkansas 1 246,000
California 1 213,000
Florida 1 65,000
Georgia 3 262,600 157,818
Massachusetts 3 16,200 260,000
Mississippi 1 236,648
New Jersey 1 134,000
New Mexico 2 25,025 100,000
Ohio 1 135,000
Puerto Rico 3 112,353 28,200
South Carolina 1 84,600
Tennessee 2 457,000
Texas 1 35,805
Australia 6 32,197 28,729
Canada 14 163,923 800,680
France 2 25,189 7,973
Germany 2 27,976
Mexico 3 675,872
Netherlands 3 11,728 53,800
UK 7 21,500 137,230
Electronic OEM
California 1 119,500
Illinois 2 68,281
Maine 1 99,280
Massachusetts 1 53,000
Michigan 3 229,972
Pennsylvania 2 40,930
South Carolina 3 103,516
Hungary 2 144,431
Japan 1 74,300
Luxembourg 1 43,246
Malaysia 2 48,110
Mexico 4 559,742
Scotland 1 55,000
Singapore 1 60,000
Switzerland 1 188,000
Page 8 of 17
Approximate Area
In Sq. Ft.
No. Of ----------------------
Segment Location Facilities Leased Owned
- ------- -------- ---------- ------ -----
Communications
New York 1 268,000
Mexico 2 170,814
Other
Pennsylvania 1 227,050
South Carolina 1 105,000
Texas 1 136,172
Wisconsin 1 171,206
Belgium 1 139,932
Mexico 2 229,637
In addition to the aforementioned manufacturing facilities, the
Corporation owns three central distribution centers in Belgium (141,792 sq.
ft.), Canada (260,000 sq. ft.) and Byhalia, Mississippi (960,000 sq. ft.) and
leases a fourth central distribution center in Sparks, Nevada (283,037 sq.
ft.). The Corporation also has principal sales offices, warehouses and
storage facilities located in approximately 1,008,000 sq. ft. of property,
most of which is leased. Included in this total is approximately 214,000 sq.
ft. of space in Memphis, Tennessee for the Corporation's corporate and group
headquarters.
The Corporation has approximately 635,000 sq. ft. of idle
manufacturing and office space in Kansas, Michigan, Pennsylvania, New Jersey,
New York, Massachusetts, France, Germany, Spain, and the U.K., not included
in the above table.
ITEM 3. LEGAL PROCEEDINGS
On February 16, 2000, certain shareholders of the corporation filed
a purported class-action suit in the United States District Court for the
Western District of Tennessee against the Corporation, Clyde R. Moore and
Fred R. Jones. The complaint alleges fraud and violations of Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5
thereunder. The plaintiffs allege that purchasers of the Corporation's common
stock between April 28, 1999 and December 14, 1999 were damaged when the
market value of the stock dropped by nearly 29% on December 15, 1999. The
plaintiffs allege generally that the defendants artificially inflated the
market value of the Corporation's common stock by a series of misleading
statements or by failing to disclose certain adverse information. An
unspecified amount of damages is sought. At this time, the Corporation is
investigating the allegations, and is unable to predict the outcome of this
litigation and its ultimate effect, if any, on the financial condition of the
Corporation. However, the Corporation believes that there are meritorious
defenses to the claims and intends to vigorously defend against the
allegations. Mr. Moore and Mr. Jones may be entitled to indemnification by
the Corporation.
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 or former owner of various manufacturing facilities currently
being evaluated by the Corporation for the presence of contamination that may
require remediation, including closed facilities in Elizabeth, New Jersey;
Pittsburgh, Pennsylvania; and currently operated facilities in Hager City,
Wisconsin, and Lancaster, South Carolina. In addition, the Corporation is
evaluating or remediating, or may have liability associated with,
contamination at two manufacturing plants, which were sold by American
Electric prior to its acquisition by the Corporation, located in Bainbridge,
Georgia, and Medora, Indiana, that may require site remediation.
All but two of the above facilities (Elizabeth and Lancaster) were
purchased by American Electric from other parties between the years 1985 and
1988. With respect to all but one of those former American Electric
facilities (Pittsburgh), at
Page 9 of 17
the time of those purchases by American Electric, the sellers committed to
indemnify American Electric for environmental liabilities that occurred prior
to the purchase of the facilities by American Electric. The Corporation
believes that the indemnities are reliable; however, there can be no
assurances that such indemnities will be honored. Subsequent to the
Corporation's acquisition of American Electric, the Corporation entered into
agreements with the sellers to cooperate with each other in resolving
obligations in connection with the above-mentioned environmental issues. The
Corporation has 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 currently be
potentially responsible for the remediation of sites pursuant to 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 costs
associated with contamination prior to June 1985 at four of those sites. The
Corporation has assumed responsibility for its share of costs at the
remaining eight sites covered by that Agreement.
In January 1996, the Corporation acquired Amerace Corporation.
Pursuant to the various environmental laws and regulations described above,
Amerace is evaluating or remediating, or may have liability associated with,
contamination at three facilities formerly owned or operated by Amerace,
located in Butler, New Jersey; New Milford, New Hampshire; and Tenafly, New
Jersey; and at two facilities currently owned and operated by Amerace located
in Albuquerque, New Mexico; and Hackettstown, New Jersey. In addition,
Amerace has received notifications from the EPA or from similar state
environmental regulatory agencies or private parties that Amerace, along with
others, may currently be potentially responsible for its share of the costs
relating to the remediation of eleven sites pursuant to the Superfund Act or
similar state environmental statutes.
In December 1996, the Corporation acquired Augat Inc. Pursuant to
the various environmental laws and regulations described above, Augat is
evaluating or remediating, or may have liability associated with
contamination at five facilities formerly owned or operated by Augat, located
in Canton, Massachusetts; Horseheads, New York; Mashpee, Massachusetts; and
at two facilities in Montgomery, Alabama. In addition, Augat has received
notifications from the EPA or from similar state environmental regulatory
agencies or private parties that Augat, along with others, may currently be
potentially responsible for its share of the costs relating to the
remediation of five sites pursuant to the Superfund Act or similar state
environmental statutes.
In July 1997, the Corporation acquired Diamond Communications, Inc.
Pursuant to the various environmental laws and regulations described above,
Diamond is evaluating, and may have liability associated with contamination
at its Garwood, New Jersey facility.
In November 1998, the Corporation acquired Kaufel Group, Ltd.
Pursuant to the various environmental laws and regulations described above,
the Corporation is evaluating, and may have liability associated with
contamination at two facilities owned and operated by Kaufel, both located in
Dorval, Quebec.
In January 1999, the Company acquired Ocal, Inc. Pursuant to the
various environmental laws and regulations described above, Ocal is
evaluating, and may have liability associated with contamination at one
facility currently operated by Ocal in Mobile, Alabama.
In September 1999, the Company acquired L.E. Mason Co. Pursuant to
the various environmental laws and regulations described above, L.E. Mason is
evaluating, and may have liability associated with, contamination at one
facility currently operated by L.E. Mason in Boston, Massachusetts.
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 be material to
its financial position or results of operations.
The Corporation is subject to other legal proceedings and claims
that arise in the ordinary course of its business. In the opinion of
management, the aggregate liability, if any, with respect to those other
actions will not materially adversely affect the financial position or
results of operations of the Corporation.
Page 10 of 17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
the fourth quarter of the fiscal year ended January 2, 2000.
EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding executive officers of the Corporation is as
follows (included herein pursuant to Instruction 3 to Item 401(b) of Regulation
S-K and General Instruction G(3) of Form 10-K):
Date Assumed
Name Position Age Present Position
---- -------- --- ----------------
Clyde R. Moore President and 46 May 1997
Chief Executive Officer
T. Roy Burton President-Electronics/ 52 March 1994
OEM Group
John R. Janulis Vice President-Controller 55 February 1994
Fred R. Jones Vice President- 52 December 1998
Chief Financial Officer
Jerry Kronenberg Vice President-General 65 May 1998
Counsel and Secretary
Gregory M. Langston Group President- 44 February 1998
International
David D. Myler Vice President- 55 December 1993
Administration
W. Neil Parker President-Electrical 57 May 1996
Components Group
Gary R. Stevenson President-Operations/ 47 December 1998
Administration Group
Mr. Moore was President and Chief Operating Officer of FL Industries, Inc.
(1990 to 1992) and President of its American Electric Division (1985 to
1992). He was President-Electrical Division (1992 to 1994) and President
and Chief Operating Officer (1994 to 1997) of the Corporation.
Mr. Janulis was Vice President-Finance of the American Electric Division of
FL Industries, Inc. (1990 to 1992) and Vice President-Finance (1992 to
1994) of Thomas & Betts Holdings, Inc. (name changed from FL Industries,
Inc. in 1992).
Mr. Jones was Senior Vice President and Chief Financial Officer (1992 to
1995) of Joy Technologies, Inc. and Vice
President-Finance and Treasurer of the Corporation (1995 to 1998).
Mr. Kronenberg was Chairman of the Labor and Employee Relations Committee
of the law firm of McBride, Baker & Coles (1990 to 1994) and Vice
President-General Counsel of the Corporation (1994 to 1998).
Mr. Langston was President of Groupe Schneider Mexico (1992 to 1995) and
President-Utility Group of the Corporation (1995 to February 1998).
Mr. Myler was Vice President-Administration (1991 to 1993) of Thomas &
Betts Holdings, Inc. (name changed from FL Industries, Inc. in 1992).
Page 11 of 17
Mr. Parker was President of Thomas & Betts Limited (1992 to 1996),
President-Thomas & Betts Canada (1995 to 1996), and Chief Executive Officer
of Thomas & Betts Limited (1996 to 1998).
Mr. Stevenson was Vice President-Operations of the American Electric
Division of FL Industries, Inc. (1989 to 1992), Vice President-Operations
(1992 to 1994) of Thomas & Betts Holdings, Inc. (name changed from FL
Industries, Inc. in 1992) and Vice President-Operations of the Corporation
(1994 to 1998).
Mr. Jones and Mr. Myler have informed the Corporation that they will each
retire in 2000. The Corporation has appointed the following persons to become
executive officers:
Date Assumed
Name Position Age Present Position
---- ------------ ----------------
John P. Murphy Senior Vice 52 March 2000
President and
Chief Financial
Officer
Connie C. Muscarella Vice President- 45 March 1998
Human Resources
Mr. Murphy was Vice President and Chief Financial Officer of Goulds Pumps,
Inc. (1993 to 1997) and Senior Vice President and Chief Financial Officer
of Johns Manville Corporation (1997 to 2000).
Ms. Muscarella was Vice President-Human Resources of SKW Bio-Systems, Inc.
(1990 to 1998).
Executive officers are elected by, and serve at the discretion of,
the Board of Directors for a term of one year. The current terms expire May
3, 2000. There is no arrangement or understanding between any officer and any
person, other than a director or executive officer of the Corporation acting
in his or her official capacity, pursuant to which any officer was selected.
There is no family relationship between any executive officer and any other
officer or director of the Corporation. There has been no event involving any
executive officer of the Corporation under any bankruptcy act, criminal
proceeding, judgment or injunction during the past five years.
PART II
Information for Items 5 through 8 of this Report appears in the
Corporation's Annual Report to Shareholders for the fiscal year ended January 2,
2000, as indicated in the following table and is incorporated herein by
reference.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Information regarding market information, shareholders and dividends is
contained in the Financial Highlights, Quarterly Review and Corporate
Information sections of the Corporation's Annual Report to Shareholders for the
fiscal year ended January 2, 2000, on pages 3, 55 and 57, and is incorporated
herein by reference.
PAGE IN
ANNUAL REPORT TO
SHAREHOLDERS
----------------
ITEM 6. SELECTED FINANCIAL DATA
Six-Year Summary of Selected Financial Data..........18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATION............................................19
Page 12 of 17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK....................................26
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Statements of Earnings..................28
Consolidated Balance Sheets..........................29
Consolidated Statements of Cash Flows................30
Consolidated Statements of Shareholders' Equity......31
Notes to Consolidated Financial Statements...........32
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
This document and the documents that are incorporated by reference
include various forward-looking statements about Thomas & Betts that are
subject to risks and uncertainties. Forward-looking statements include
information concerning future results of operations, cost savings and
synergies. Also, statements that contain words such as "believes," "expects,"
"anticipates," "intends," "estimates," or similar expressions are
forward-looking statements. Shareholders should note that these
forward-looking statements are subject to risks and uncertainties and that
many factors, some of which are discussed elsewhere in this document and in
the documents that are incorporated by reference, could affect the future
financial results of Thomas & Betts. Accordingly, actual results may differ
materially from those expressed or implied by such forward-looking statements
contained or incorporated by reference in this document.
There are numerous important factors that could cause actual results to
differ materially from those in forward-looking statements, certain of which are
beyond the control of Thomas & Betts, including:
- changes in customer demand for various products of Thomas & Betts that
could affect its overall product mix, margins, plant utilization
levels and asset valuations;
- economic slowdown in the U.S. or economic slowdowns in Thomas & Betts'
major offshore markets, including Canada, Western Europe, particularly
Germany and the U.K., Japan and Taiwan;
- effects of significant changes in monetary or fiscal policies in the
U.S. and abroad which could result in currency fluctuations, including
fluctuations in the Canadian dollar, German mark, Japanese yen, Swiss
franc and U.K. pound;
- inflationary pressures which could raise interest rates and
consequently Thomas & Betts' cost of funds;
- unforeseen difficulties in completing identified cost-reduction
actions initiated in the third quarter of 1998, including disposal of
idle facilities, geographic shifts of production locations and closure
of redundant administrative facilities;
- unforeseen problems in Thomas & Betts' computer systems and from third
parties with which Thomas & Betts deals in business transactions,
including those related to "Year 2000" date-recognition ability in
time-sensitive software;
- availability and pricing of commodities and materials needed for
production of Thomas & Betts' products, including steel, copper, zinc,
aluminum, gold, resins, rubber compounds, battery cells and castings;
- increased downward pressure on selling prices for Thomas & Betts'
products;
- unforeseen difficulties arising from past and future acquisitions or
dispositions of businesses;
Page 13 of 17
- changes in financial results of, or possibly the relationships with,
Thomas & Betts' joint ventures and other equity income investments in
Taiwan, Japan, Belgium and the U.S.;
- changes in environmental regulations, policies and projected
remediation technology advances that could impact projections of
remediation expenses; and
- significant changes in governmental policies domestically and abroad
that could create trade restrictions, patent enforcement issues,
adverse tax rate changes and changes to tax treatment of such items as
tax credits, withholding taxes, transfer pricing and other income and
expense recognition for tax purposes, including changes in taxation on
income generated in Puerto Rico.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding members of the Corporation's Board of
Directors is presented in sections "Security Ownership," "Board and Committee
Membership," "Compensation" and "Proposal No. 1, Election of Directors" and
on pages 3 through 9 and pages 17 through 19 of the Definitive Proxy
Statement for the Corporation's Annual Meeting of Shareholders which will be
held May 3, 2000 and is incorporated herein by reference. Information
regarding executive officers of the Corporation is included above in Part I
of this Form 10-K under the caption "Executive Officers of the Registrant"
pursuant to Instruction 3 to Item 401(b) of Regulation S-K and General
Instruction G(3) of Form 10-K. Information required by Item 405 of Regulation
S-K is presented in "Section 16(a) Beneficial Ownership Reporting Compliance"
on page 4 of the Definitive Proxy Statement and is incorporated herein by
reference.
Information for Items 11 through 13 of this Report appears in the
Definitive Proxy Statement for the Corporation's Annual Meeting of Shareholders
to be held on May 3, 2000, as indicated in the following table and is
incorporated herein by reference.
PAGE IN PROXY
STATEMENT
-------------
ITEM 11. EXECUTIVE COMPENSATION
Compensation............................................8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership......................................3
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Transactions with Nonemployee Directors.................9
Employment Contracts, Termination of
Employment and Change-of-Control
Arrangements for Executives.......................13
Page 14 of 17
Transactions with Management...........................13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(1) 1. Financial Statements
The consolidated financial statements of the Corporation,
together with the report thereon of KPMG LLP, dated March 17,
2000, are presented on pages 28 through 54 of the Corporation's
1999 Annual Report to Shareholders and are incorporated herein by
reference. With the exception of the aforementioned information
and the information incorporated by reference in Items 5, 6, 7
and 8 hereof, the Corporation's 1999 Annual Report to
Shareholders is not to be deemed as filed as part of this Report.
2. Financial Statement Schedules
All financial statement schedules have been omitted because they
are not applicable, not material, or the required information is
included in the consolidated financial statements, or the notes
thereto, contained in the Corporation's 1999 Annual Report to
Shareholders and incorporated herein by reference.
3. Exhibits
Exhibits 3.1, 3.2, 4.1 through 4.14, 10.1 through 10.14, 12, 13,
21, 23 and 24 are being filed in connection with this Report and
incorporated herein by reference.
The Exhibit Index on pages E-1 through E-4 is incorporated herein
by reference.
(2) Reports on Form 8-K
During the last quarter of the period covered by this Report, the
Corporation filed the following Current Reports on Form 8-K:
Filed on October 27, 1999 Form 8-K dated October 26, 1999, Items
5 and 7, announcing the Corporation's financial results for the
fiscal quarter ended October 3, 1999.
Filed on November 19, 1999
Form 8-K dated November 17, 1999, Items 5 and 7, announcing
plans to reissue financial statements for the first fiscal
quarter of 1999.
Filed on December 15, 1999
Form 8-K dated December 14, 1999, Items 5 and 7, announcing that
fourth-quarter earnings could be as much as 40% below the current
First Call consensus earnings expectation.
Filed on December 20, 1999
Form 8-K dated December 20, 1999, Items 5 and 7, announcing the
completion of a review of certain accounting matters.
Page 15 of 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Corporation has duly caused this Report to
be signed on its behalf by the undersigned, hereunto duly authorized.
THOMAS & BETTS CORPORATION
(Registrant)
BY: /s/FRED R. JONES
--------------------------------------
Fred R. Jones
Vice President-Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Corporation in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/CLYDE R. MOORE* President, Chief Executive
- --------------------------- Officer (PRINCIPAL EXECUTIVE
Clyde R. Moore OFFICER) and Director
/s/FRED R. JONES Vice President-Chief March 23, 2000
- --------------------------- Financial Officer (PRINCIPAL
Fred R. Jones FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER)
/s/ERNEST H. DREW* Director
- ---------------------------
Ernest H. Drew
/s/T. KEVIN DUNNIGAN* Chairman of the Board
- ---------------------------
T. Kevin Dunnigan
/s/JEANANNE K. HAUSWALD* Director
- ---------------------------
Jeananne K. Hauswald
/s/DEAN JERNIGAN* Director
- ---------------------------
Dean Jernigan
/s/RONALD B. KALICH, SR.* Director
- ---------------------------
Ronald B. Kalich, Sr.
/s/ROBERT A. KENKEL* Director
- ---------------------------
Robert A. Kenkel
/s/KENNETH R. MASTERSON* Director
- ---------------------------
Kenneth R. Masterson
Page 16 of 17
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/THOMAS C. MCDERMOTT* Director
- ---------------------------
Thomas C. McDermott
/s/JEAN-PAUL RICHARD* Director
- ---------------------------
Jean-Paul Richard
/s/JERRE L. STEAD* Director
- ---------------------------
Jerre L. Stead
/s/WILLIAM H. WALTRIP* Director
- ---------------------------
William H. Waltrip
*By: /s/FRED R. JONES March 23, 2000
----------------------
Fred R. Jones
As attorney-in-fact for the
above-named officers and
directors pursuant to powers
of attorney duly executed by
such persons.
Page 17 of 17
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
3.1 Amended and Restated Charter of the Corporation.
3.2 Bylaws of the Corporation, as amended.
4.1 Indenture dated as of January 15, 1992 between the Corporation
and First Trust of New York, as Trustee, relating to the
Corporation's debt securities. (Filed as Exhibit 4(a) to the
Corporation's 1991 Annual Report on Form 10-K, Commission File
No. 1-4682, and incorporated herein by reference.)
4.2 Supplemental Indenture dated as of May 2, 1996 between the
Corporation and First Trust of New York, as Trustee, relating
to the Corporation's 8 1/4% Senior Notes due January 15, 2004.
(Filed as Exhibit 4.3 to the Corporation's Registration
Statement on Form 8-B filed May 2, 1996, and incorporated
herein by reference.)
4.3 Second Supplemental Indenture dated as of February 10, 1998
between the Corporation and The Chase Manhattan Bank, as
Trustee, relating to the Corporation's Medium-Term Notes the
last of which is due February 13, 2003. (Filed as Exhibit 4.1
to the Corporation's Current Report on Form 8-K dated February
10, 1998, Commission File No. 1-4682, and incorporated herein
by reference.)
4.4 Third Supplemental Indenture dated May 7, 1998 between the
Corporation and The Chase Manhattan Bank, as Trustee, relating
to the Corporation's Medium-Term Notes the last of which is
due May 7, 2008. (Filed as Exhibit 4.1 to the Corporation's
Current Report on Form 8-K dated May 4, 1998, Commission File
No. 1-4682, and incorporated herein by reference.)
4.5 Indenture dated as of August 1, 1998 between the Corporation
and The Bank of New York, as Trustee, relating to the
Corporation's debt securities. (Filed as Exhibit 4.1 to the
Corporation's Current Report on Form 8-K dated February 3,
1999, Commission File No. 1-4682, and incorporated herein by
reference.)
4.6 Supplemental Indenture No. 1 dated February 10, 1999 between
the Corporation and The Bank of New York, a Trustee, relating
to the Corporation's Medium-Term Notes, Series B. (Filed as
Exhibit 4.2 to the Corporation's Current Report on Form 8-K
dated February 3, 1999, Commission File No. 1-4682, and
incorporated herein by reference.)
4.7 Form of 6 1/2% Senior Note due January 15, 2006. (Filed as
Exhibit 4.4 to the Corporation's Registration Statement No.
33-00893 on Form S-4 filed February 13, 1996, and incorporated
herein by reference.)
4.8 Form of 8 1/4% Senior Note due January 15, 2004. (Filed as
Exhibit 4(b) to the Corporation's 1991 Annual Report on Form
10-K, Commission File No. 1-4682, and incorporated herein by
reference.)
4.9 Form of 6.29% Medium-Term Note due nine months or more from
date of issue. (Filed as Exhibit 4.2 to the Corporation's
Current Report on Form 8-K dated February 10, 1998, Commission
File No. 1-4682, and incorporated herein by reference.)
4.10 Form of 6.25% Medium-Term Note due nine months or more from
date of issue. (Filed as Exhibit 4.2 to the Corporation's
Current Report on Form 8-K dated May 4, 1998, Commission File
No. 1-4682, and incorporated herein by reference.)
E-1
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.11 Form of 6.39% Medium-Term Note, Series B, due nine months or
more from date of issue. (Filed as Exhibit 4.3 to the
Corporation's Current Report on Form 8-K dated February 3,
1999, Commission File No. 1-4682, and incorporated herein by
reference.)
4.12 Rights Agreement dated as of December 3, 1997 between the
Corporation and First Chicago Trust Company of New York, as
Rights Agent and Form of Rights Certificate. (Filed as
Exhibits 1 and 2 to the Corporation's Registration Statement
on Form 8-A filed December 15, 1997 and incorporated herein by
reference.)
4.13 Amended and Restated Indenture dated July 29, 1999 between
Thomas & Betts Limited, a subsidiary of the Corporation, and
Montreal Trust Company of Canada, as Trustee, relating to
7.15% Senior Debentures due 2008. This agreement is not being
filed as an exhibit pursuant to Regulation S-K, Item
601(b)(4)(iii); however, the Corporation will provide a copy
of such agreement to the Commission upon request.
4.14 Supplemental Indenture No. 1 dated as of January 3, 2000
between Thomas & Betts Limited and Montreal Trust Company of
Canada, as Trustee, relating to 7.15% Senior Debentures due
2008. This agreement is not being filed as an exhibit pursuant
to Regulation S-K, Item 601(b)(4)(iii); however, the
Corporation will provide a copy of such agreement to the
Commission upon request.
10.1 Five-Year Credit Agreement dated July 1, 1998 among the
Corporation, Morgan Guaranty Trust Company of New York, as
Agent, and certain lenders. (Filed as Exhibit 10.1 to the
Corporation's third quarter 1998 Quarterly Report on Form
10-Q, Commission File No. 1-4682, and incorporated herein by
reference.)
10.2 Amendment No. 1 to the Five-Year Credit Agreement dated as of
January 4, 1999 among the Corporation, Morgan Guaranty Trust
Company of New York, as Agent, and certain lenders. (Filed as
Exhibit 10.2 to the Corporation's 1998 Annual Report on Form
10-K, Commission File No.1-4682 and incorporated herein by
reference.)
10.3 Amended and Restated 364-Day Credit Agreement dated as of June
30, 1999 among the Corporation, Wachovia Bank, N.A., as Agent,
and certain lenders. (Filed as Exhibit 10.1 to the
Corporation's second quarter 1999 Quarterly Report on Form
10-Q, Commission File No. 1-4682, and incorporated herein by
reference.)
10.4 1993 Management Stock Ownership Plan, as amended (Filed as
Exhibit 10.6 to the Corporation's 1997 Annual Report on Form
10-K, Commission File No. 1-4682, and incorporated herein by
reference), and Forms of Stock Option Agreements and Form of
Restricted Stock Award Agreement.
10.5 Executive Incentive Plan, effective May 5, 1999.
10.6 Pension Restoration Plan effective January 1, 1995. (Filed as
Exhibit 10.8 to the Corporation's 1997 Annual Report on Form
10-K, Commission File No. 1-4682, and incorporated herein by
reference.)
10.7 Retirement Plan for Nonemployee Directors dated September 6,
1989, as amended December 3, 1997. (Filed as Exhibit 10.9 to
the Corporation's 1997 Annual Report on Form 10-K, Commission
File No. 1-4682, and incorporated herein by reference.)
E-2
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
10.8 Deferred Fee Plan for Nonemployee Directors as amended and
restated effective May 6, 1998. (Filed as Exhibit 10.11 to the
Corporation's 1998 Annual Report on Form 10-K, Commission File
No. 1-4682, and incorporated herein by reference.)
10.9 Form of executive officer employment agreement, as amended.
(Filed as Exhibit 10.11 to the Corporation's 1997 Annual
Report on Form 10-K, Commission File No. 1-4682, and
incorporated herein by reference.)
10.10 Executive Retirement Plan as amended December 1, 1999.
10.11 Supplemental Executive Investment Plan, effective January 1, 1997.
10.12 Restricted Stock Plan for Nonemployee Directors effective May 6, 1992.
(Filed as Exhibit 10.14 to the Corporation's 1998 Annual
Report on Form 10-K, Commission File No. 1-4682, and
incorporated herein by reference.)
10.13 Nonemployee Directors Stock Option Plan effective May 5, 1999 and
Form of Stock Option Agreement.
10.14 Agreement with T. Kevin Dunnigan dated February 5, 1997.
(Filed as Exhibit 10 to the Corporation's 1996 Annual Report
on Form 10-K, Commission File No. 1-4682, and incorporated
herein by reference.)
12 Statement re Computation of Ratio of Earnings to Fixed Charges.
13 Annual Report to Shareholders for the fiscal year ended January 2, 2000.
21 Subsidiaries of the Corporation.
23 Consent of Independent Public Accountants.
24 Powers of Attorney.
E-3
EXHIBIT 23
ACCOUNTANTS' CONSENT
The Shareholders and Board of Directors
Thomas & Betts Corporation:
We consent to incorporation by reference in the Registration Statements (No.
33-56789, No. 33-68370, No. 333-80435, No. 333-93101, No. 333-31290 and No.
333-31302) on Form S-8, Registration Statements (No. 333-61465, No. 333-60459,
No. 333-87025, No. 333-93161 and No. 333-80483) on Form S-3 and Registration
Statement (No. 333-893) on Form S-4 of Thomas & Betts Corporation of our report
dated March 17, 2000, relating to the consolidated balance sheets of Thomas &
Betts Corporation and subsidiaries as of January 2, 2000 and January 3, 1999,
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, 2000, which report appears or is incorporated by reference in the
January 2, 2000 Annual Report on Form 10-K of Thomas & Betts Corporation.
KPMG LLP
Memphis, Tennessee
March 24, 2000