- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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 3, 1999.

/ / 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 8, 1999, 56,854,414 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 $2,347,035,492.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the fiscal year ended
January 3, 1999, 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 5, 1999, are incorporated by reference into Part III.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

PAGE

PART I

ITEM 1. Business.................................................................... 3
ITEM 2. Properties.................................................................. 12
ITEM 3. Legal Proceedings........................................................... 14
ITEM 4. Submission of Matters to a Vote of Security
Holders..................................................................... 16

Executive Officers of the Registrant........................................ 17

PART II

ITEM 5. Market for Registrant's Common Equity and Related
Shareholder Matters......................................................... 19
ITEM 6. Selected Financial Data..................................................... 19
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.......................................... 19
ITEM 7A. Quantitative and Qualitative Disclosures About
Market Risk ................................................................ 19
ITEM 8. Financial Statements and Supplementary Data................................. 19
ITEM 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure...................................... 21

PART III

ITEM 10. Directors and Executive Officers of the Registrant.......................... 22
ITEM 11. Executive Compensation...................................................... 22
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management....................................................... 22
ITEM 13. Certain Relationships and Related Transactions.............................. 22

PART IV

ITEM 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K......................................................... 23

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 163 manufacturing and distribution
facilities around the globe in over 24 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 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.

Page 3 of 25

The Corporation sells its products through electrical, electronic,
telephone, cable and heating, ventilation and air-conditioning (HVAC)
distributors, direct to OEMs, and through mass merchandisers, catalog
merchandisers and home centers. No single customer of the Corporation
accounted for more than 5.5% of 1998 net sales.

Thomas & Betts pursues growth through market penetration, global expansion,
new product development, joint venture arrangements and acquisitions. 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., more than doubling
the lighting product line that Thomas & Betts can offer. Canadian-based Kaufel
manufactures emergency lighting products and sells in Canada, the U.S., Europe
and Asia-Pacific. The July 1998 acquisition of Telecommunication Devices, Inc.,
a manufacturer of battery packs for mobile communications equipment,
dramatically broadened the Corporation's exposure to the fast-growing area of
mobile communications equipment where Thomas & Betts intends to sell other
electronics products. 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
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 $1,079.8 million, $983.6 million and
$827.7 million, or 48.4%, 43.5% and 38.7% of total sales for 1998, 1997 and
1996, 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

Page 4 of 25

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, and no single end user,
distributor, retailer or group of affiliated distributors accounted for more
than 13% of the Electrical segment's 1998 net sales.

Because electrical standards vary by region, and historically the
Corporation has emphasized North American standards, the majority of Electrical
segment sales is 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

Page 5 of 25

$640.1 million, $756.4 million and $799.5 million, or 28.7%, 33.5% and 37.5% of
Thomas & Betts' total sales for 1998, 1997 and 1996, respectively.

The Corporation's Electronic OEM components include: battery packs; printed
circuit connectors; IDC connectors for mass termination of flat cables;
custom-engineered connectors for automotive and professional electronics
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;
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 electronic distributors and directly to end users. 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, and no single customer accounted
for more than 7% of Electronic OEM segment sales in 1998.

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. 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
$261.1 million, $262.1 million and $253.7 million, or 11.7%, 11.6% and 11.9% of
the Corporation's total sales for 1998, 1997 and 1996, respectively.

Page 6 of 25

The Corporation's communications product offering includes: CATV drop
hardware; RF connectors; CATV amplifiers; 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. No single end user or
distributor accounted for more than 5.3% of the Corporation's Communications
segment 1998 net sales.

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. No single end user or distributor accounted for more than 10% of
the Corporation's other sales in 1998. Other sales were $249.3 million, $257.4
million and $253.4 million, or 11.2%, 11.4% and 11.9% of the Corporation's total
sales for 1998, 1997 and 1996, 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(R) and E.K. Campbell(R) 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

Page 7 of 25

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(R), Meyer(R) and Thomas &
Betts 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.

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,
meet ISO 9000, 9001, 9002 or QS 9000 standards. By year-end 2000, all facilities
owned by Thomas & Betts as of January 3, 1999, 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) program.

From its origin as a delivery guarantee for electrical distributors, the
DMI program has evolved into a partnership for profitability that encompasses
purchasing incentives, extensive marketing support, training and service
discounts primarily for electrical and CATV distributors. The DMI process is now
the

Page 8 of 25

benchmark in the electrical components industry for how business through
electronic commerce should be conducted. In 1998, participation in the DMI
program increased 19% over the previous year. Management believes that the
DMI advanced partnership includes customer cost- reduction processes such as
automatic stock replenishment, advanced distributor inventory modeling,
automatic receiving, price synchronization, invoice balancing and summary
billing. The program also gives customers the right to return merchandise,
which is prevalent in the electrical components industry. 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 partnership a success for the Corporation as well as its
participating distributors.

RAW MATERIALS

Thomas & Betts purchases a wide variety of raw materials for the
manufacture of its products, including metals such as brass, copper, aluminum,
steel plate, steel strip and malleable iron castings, resins and rubber
compounds. 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 $48.7 million, $53
million and $47.5 million, or 2.2%, 2.3% and 2.2% of total sales for 1998, 1997
and 1996, respectively.

The Corporation has 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,

Page 9 of 25

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 1998 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.

PATENTS AND TRADEMARKS

Thomas & Betts owns approximately 2,550 active patent registrations and
applications worldwide. The Corporation has over 1,300 active trademark
registrations and applications 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, EK CAMPBELL,
ELASTIMOLD, ELECTROLINE, EMERGI-LITE, EPITOME, ELECTROLAY, EVER-LOK, E-Z-CODE,
FLEXSTRIP, HAZLUX, HOLMBERG, KINDORF, KOLD-N-CLOSE, LIQUID TITE, LRC, MARR,
MARRETTE, MAX-GARD, MEYER, MICROLECTRIC, MPI, NEVADA WESTERN, PHOTON, RDI,
REZNOR, RUSSELLSTOLL, SACHS, SIGNATURE SERVICE, SNAP-N-SEAL, STA- KON, STEEL
CITY, SUPERSTRUT, TDI BATTERIES, TAYLOR, TELZON, 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.

Page 10 of 25

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 3, 1999, the Corporation and its subsidiaries had
approximately 19,330 full-time employees worldwide. Employees of the
Corporation's international subsidiaries in the aggregate comprise
approximately 56% of all employees. Of the total number of employees, 32% 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 3, 1999,
refer to Notes 12 and 13, respectively, of Notes to Consolidated Financial
Statements contained in the Corporation's 1998 Annual Report to Shareholders,
which Notes are incorporated herein by reference. Export sales originating in
the U.S. were $37.3 million, $40.2 million and $49.7 million for 1998, 1997 and
1996, respectively.

Page 11 of 25

ITEM 2. PROPERTIES

The Corporation has total plant, office and distribution space of
approximately 11,117,000 sq. ft. in 189 locations in 29 states, the Commonwealth
of Puerto Rico and 23 other countries. This space is composed of 7,180,000 sq.
ft. of manufacturing space, 2,854,000 sq. ft. of office and distribution space
and 1,083,000 sq. ft. of idle space.

The following table lists the Corporation's manufacturing locations by
segment as of January 3, 1999:

APPROXIMATE AREA
IN SQ. FT.
NO. OF ------------------------
SEGMENT LOCATION FACILITIES LEASED OWNED
- ------- -------- ---------- -------- --------

Electrical Arkansas 1 246,000
California 2 249,480
Georgia 3 220,600 157,818
Massachusetts 2 16,200 116,000
Mississippi 1 236,648
New Jersey 1 168,000
New Mexico 2 25,025 100,000
Puerto Rico 2 56,351
South Carolina 1 85,400
Tennessee 2 457,000
Texas 1 35,805
Australia 1 19,350
Barbados 1 22,000
Canada 11 64,200 651,787
Germany 1 25,178
Mexico 2 459,317
Netherlands 1 53,800
Spain 1 9,146
UK 5 11,500 119,890

Page 12 of 25

APPROXIMATE AREA
IN SQ. FT.
NO. OF ------------------------
SEGMENT LOCATION FACILITIES LEASED OWNED
- ------- -------- ---------- -------- --------

Electronic OEM
California 1 119,500
Florida 1 65,000
Illinois 2 113,300
Maine 1 99,280
Michigan 3 231,015
Pennsylvania 2 37,000
South Carolina 3 94,966
Hungary 1 77,472
Japan 1 74,777
Luxembourg 1 43,246
Malaysia 1 24,000
Mexico 3 846,933
Switzerland 1 188,000
UK 1 55,000

Communications
Massachusetts 1 97,000
New Jersey 1 69,000
New York 1 174,500
Washington 1 69,667
Canada 2 65,340
Singapore 1 61,200

Other
Pennsylvania 1 227,050
South Carolina 1 105,000
Texas 1 147,728
Wisconsin 1 171,206
Belgium 1 139,880
France 2 37,359 7,973
Mexico 1 131,393

The Corporation leases approximately 214,000 sq. ft. of space in Memphis,
Tennessee for its corporate and group headquarters. Principal sales offices and
distribution facilities are located in 2,640,000 sq. ft. of property,
approximately 40% of which is leased.

The Corporation has 1,083,000 sq. ft. of idle manufacturing and office
space in Alabama, Connecticut, Kansas, Michigan, Pennsylvania, New Jersey, New
York, Massachusetts, Oklahoma, Canada, and U.K., not included in the above
table.

Page 13 of 25

ITEM 3. LEGAL PROCEEDINGS

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 Anniston, Alabama; 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 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

Page 14 of 25

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 ten 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, Kaufel is
evaluating, and may have liability associated with contamination at two
facilities owned and operated by Kaufel, both located in Dorval, Quebec; and one
facility formerly owned and operated by Kaufel, located in Baldwin, New York.

Page 15 of 25

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.

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.

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 3, 1999.

Page 16 of 25

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 45 May 1997
Chief Executive Officer

T. Roy Burton President-Electronics OEM 51 March 1994
Group

John R. Janulis Vice President-Controller 54 February 1994

Fred R. Jones Vice President- 51 August 1995
Chief Financial Officer

Jerry Kronenberg Vice President-General Counsel 64 May 1998
and Secretary

Gregory M. Langston President-International 43 February 1998
Group

David D. Myler Vice President-Administration 54 December 1993

W. Neil Parker President-Electrical 56 May 1996
Components Group

Gary R. Stevenson President-Operations/ 46 January 1994
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. Burton was Vice President-Information Technology Operations (1992 to
1993), and Vice President-Aerospace Operations (1993 to 1994) of Amphenol
Corporation.

Mr. Janulis was Vice President-Finance of the American Electric Division
of FL Industries, Inc. (1990 to 1992) and Vice President-Finance of
Thomas & Betts Holdings, Inc. (name changed from FL Industries, Inc. in
1992) (1992 to 1994).

Page 17 of 25

Mr. Jones was Senior Vice President and Chief Financial Officer (1992 to
1995) of Joy Technologies, Inc. (manufacturer of industrial, mining and
pollution control equipment) 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).

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).

Executive officers are elected by, and serve at the discretion of, the
Board of Directors for a term of one year. The current term expires May 5, 1999.
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
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.

Page 18 of 25

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 3,
1999, 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 3, 1999, on the inside cover and on pages 43 and 44
and is incorporated herein by reference.

PAGE IN
ANNUAL REPORT TO
SHAREHOLDERS
----------------

ITEM 6. SELECTED FINANCIAL DATA

Selected Consolidated Financial Data...................... 18

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATION................................................. 19-25

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK......................................... 24

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Statements of Earnings....................... 26
Consolidated Balance Sheets............................... 27

Consolidated Statements of Cash Flows..................... 28

Consolidated Statements of Shareholders'
Equity............................................ 29

Notes to Consolidated Financial Statements................ 30

Page 19 of 25

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;

Page 20 of 25

- unforeseen problems in Thomas & Betts' computer systems and from third
parties with whom Thomas & Betts deals in business transactions,
specifically 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 and plastic resins;

- increased downward pressure on selling prices for Thomas & Betts'
products;

- unforeseen difficulties arising from past and future acquisitions of
businesses;

- 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 and policies 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

Page 21 of 25

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 14 and pages 16 through 18 of the Definitive Proxy Statement for the
Corporation's Annual Meeting of Shareholders which will be held May 5, 1999 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 2 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 5, 1999, as indicated in the following table and is
incorporated herein by reference.

PAGE IN PROXY
STATEMENT
-------------

ITEM 11. EXECUTIVE COMPENSATION

Compensation............................................ 7

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

Security Ownership...................................... 3

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Transactions with Nonemployee Directors................. 8

Employment Contracts, Termination of
Employment and Change-of-Control
Arrangements for Executives.................... 12

Page 22 of 25

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. FINANCIAL STATEMENTS

The consolidated financial statements of the Corporation,
together with the report thereon of KPMG LLP, dated February 5,
1999, are presented on pages 26 through 42 of the Corporation's
1998 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 1998 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 or the required information is included in the
consolidated financial statements, or the notes thereto,
contained in the Corporation's 1998 Annual Report to Shareholders
and incorporated herein by reference.

3. EXHIBITS

Exhibits 3.1, 3.2, 4.1 through 4.13, 10.1 through 10.15, 12, 13,
21, 23, 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.

(b) REPORTS ON FORM 8-K

During the last quarter of the period covered by this Report, the
Corporation filed no Current Reports on Form 8-K.

Page 23 of 25

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
(PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING 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, 1999
- ---------------------------- Financial Officer (PRINCIPAL
Fred R. Jones FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER)

/s/ JERRY KRONENBERG* Vice President-General
- ---------------------------- Counsel and Secretary
Jerry Kronenberg

/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/ THOMAS W. JONES* Director
- ----------------------------
Thomas W. Jones

Page 24 of 25

SIGNATURE CAPACITY DATE
- --------- -------- ----

/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

/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, 1999
----------------------------
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 25 of 25

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------

3.1 Charter of the Corporation, as amended. (Filed as Exhibit 3.1 to
the Corporation's 1997 Annual Report on Form 10-K, Commission
File No. 1-4682, and incorporated herein by reference.)

3.2 By-laws 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.)

E-1

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------

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.)

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 Right 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 Indenture dated as of July 22, 1998 between Kaufel Group Ltd., 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.

E-2

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------

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.

10.3 364-Day Credit Agreement dated as of July 1, 1998 among the
Corporation, Morgan Guaranty Trust Company of New York, as Agent,
and certain lenders. (Filed as Exhibit 10.2 to the Corporation's
third quarter 1998 Quarterly Report on Form 10-Q, Commission File
No. 1-4682, and incorporated herein by reference.)

10.4 Amendment No. 1 to 364-Day Credit Agreement dated as of January
4, 1999 among the Corporation, Morgan Guaranty Trust Company of
New York, as Agent, and certain lenders.

10.5 1985 Stock Option Plan. (Filed as Exhibit 10 to the Corporation's
1992 Annual Report on Form 10-K, Commission File No. 1-4682, and
incorporated herein by reference.)

10.6 1990 Stock Option Plan and Form of Stock Option Agreement. (Filed
as Exhibit 10 to the Corporation's 1990 Annual Report on
Form 10-K, Commission File No. 1-4682, and incorporated herein by
reference.)

10.7 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 Agreement.

10.8 Executive Incentive Plan. (A description of the executive
incentive plan is contained in the Definitive Proxy Statement for
the Corporation's 1999 Annual Meeting of Shareholders, as
Proposal No. 2, and is incorporated herein by reference.)

10.9 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.)

E-3

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------

10.10 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.)

10.11 Deferred Fee Plan for Nonemployee Directors as amended and
restated effective May 6, 1998.

10.12 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.)

10.13 Executive Retirement Plan as amended June 4, 1997.

10.14 Restricted Stock Plan for Nonemployee Directors effective
May 6, 1992.

10.15 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 3, 1999.

21 Subsidiaries of the Corporation.

23 Consent of Independent Public Accountants.

24 Powers of Attorney.

E-4