- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (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. 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 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Explanatory Note: The Registrant is filing the Form 10-K/A to include additional disclosure in Exhibit 13. 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 June 7, 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 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 June 7, 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