SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4682
A. Full title of the plan, if different from that of the
issuer named below:
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, Tennessee 38125
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
TABLE OF CONTENTS
Page No.
--------
Independent Auditors' Report......................................................................................3
Financial Statements:
Statement of Net Assets Available for Benefits -
Combined Funds - December 31,
1998 and 1997...................................................................................4
Statement of Changes in
Net Assets Available for Benefits - Combined Funds - Years
Ended December 31, 1998, 1997,
and 1996........................................................................................6
Notes to Financial Statements............................................................................7
Schedules (1998 Information Only):
Schedule 1 - Schedule of Investment Assets (Item 27a)..........................................26
Schedule 2 - Schedule of Reportable Transactions (Item 27d)....................................27
Signatures.......................................................................................................28
Exhibit..........................................................................................................29
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INDEPENDENT AUDITORS' REPORT
The Retirement Plans Committee
Thomas & Betts Corporation
We have audited the financial statements of Thomas & Betts Corporation
Employees' Investment Plan as listed in the accompanying index. These financial
statements are the responsibility of the Plan Administrator. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Thomas & Betts
Corporation Employees' Investment Plan as of December 31, 1998, and 1997, and
the changes in net assets available for benefits for each of the years in the
three-year period ended December 31, 1998, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedules 1 and 2 is presented for purposes of additional analysis and complying
with the Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 and is not a required
part of the basic financial statements. Such supplementary information has been
subjected to the auditing procedures applied in the audit of the basic 1998
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic 1998 financial statements taken as a whole.
KPMG LLP
Memphis, Tennessee
June 25, 1999
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THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS -
COMBINED FUNDS
December 31 1998 1997
PLAN ASSETS
Investments at fair value:
Thomas & Betts Corporation Stock Fund
(cost $13,982,300 and $8,831,036 in 1998
and 1997, respectively) $ 15,684,738 $ 10,708,357
VMMR Federal Portfolio (cost approximates
fair value) 23,692,719 25,352,913
Vanguard Short-Term Federal Bond Fund (cost
$1,109,439 and $1,615,030 in 1998 and
1997, respectively) 1,120,960 1,610,228
Vanguard Index 500 Portfolio (cost
$29,724,980 and $18,548,036 in 1998 and
1997, respectively) 43,787,824 27,266,976
Vanguard U.S. Growth Fund (cost $22,495,469
and $14,071,201 in 1998 and 1997,
respectively) 33,283,646 19,532,027
Vanguard Wellington Fund (cost $33,032,381
and $24,726,638 in 1998 and 1997,
respectively) 36,605,560 29,880,300
Vanguard Intermediate U.S. Treasury Bond Fund (cost
$1,354,995 and $1,503,490 in 1998 and 1997,
respectively) 1,421,082 1,535,498
International Growth Portfolio (cost
$3,877,332 and $3,142,614 in 1998 and 1997,
respectively) 4,282,565 3,161,961
Vanguard Windsor Fund (cost $435,739 and
$550,868 in 1998 and 1997, respectively) 442,135 608,124
Vanguard Windsor II Fund (cost $4,401,752 and
$2,942,951 in 1998 and 1997, respectively) 5,343,612 3,799,253
Vanguard Index Small Cap Portfolio (cost
$383,854 and $454,124 in 1998 and 1997,
respectively) 426,053 568,476
Vanguard Extended Market Index Fund (cost
$312,918 and $0 in 1998 and 1997,
respectively) 344,756 -
Vanguard Total Bond Market Index (cost
$3,004,833 and $0 in 1998 and 1997,
respectively) 2,973,419 -
Employee Loan Fund 5,922,447 4,368,206
---------------- --------------
Total investments at fair value $175,331,516 $128,392,319
-4-
December 31 1998 1997
PLAN ASSETS
Investments at contract value:
Vanguard Investment Contract Trust
(cost $6,188,771 and $1,318,430 in 1998
and 1997, respectively) $ 6,188,771 $ 1,318,430
------------- -------------
Total investments 181,520,287 129,710,749
Receivable from Thomas & Betts Corporation:
Employees' contributions 985,732 800,177
Employer's contributions 463,791 382,647
------------- -------------
Total receivables 1,449,523 1,182,824
------------- -------------
TOTAL ASSETS $182,969,810 $130,893,573
============= =============
NET ASSETS AVAILABLE FOR BENEFITS $182,969,810 $130,893,573
============= =============
See accompanying notes to financial statements.
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THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS -
COMBINED FUNDS
Years ended December 31 1998 1997 1996
Investment income:
Dividends on Thomas & Betts
Corporation Stock Fund $ 343,231 $ 228,036 $ 200,661
Interest and other dividends 9,814,567 6,498,381 5,433,239
---------------- --------------- ---------------
10,157,798 6,726,417 5,633,900
Net realized gain on sales
of investments 6,205,650 4,836,878 2,610,389
Unrealized appreciation of
investments 9,315,195 9,029,160 5,061,342
---------------- --------------- ---------------
Investment income 25,678,643 20,592,455 13,305,631
---------------- --------------- ---------------
Contributions:
Employees 14,608,514 11,154,368 10,658,817
Employer 5,976,126 4,464,054 4,051,854
Assets received from plan mergers 24,802,261 1,075,732 19,981,613
---------------- --------------- ---------------
Total contributions 45,386,901 16,694,154 34,692,284
---------------- --------------- ---------------
Administrative expenses (92,840) (79,966) (83,488)
Withdrawals, distributions and
forfeitures (18,896,467) (17,639,819) (13,166,380)
---------------- --------------- ---------------
Net Increase 52,076,237 19,566,824 34,748,047
Net assets available for benefits:
Beginning of year 130,893,573 111,326,749 76,578,702
---------------- --------------- ---------------
End of year $182,969,810 $130,893,573 $111,326,749
================ =============== ===============
See accompanying notes to financial statements.
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THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION
GENERAL
The Board of Directors of Thomas & Betts Corporation (the "Corporation") adopted
the Thomas & Betts Corporation Employees' Investment Plan (the "Plan") on April
4, 1984. The participants in the Plan are eligible employees of the Corporation.
Eligibility, enrollment, participant and employer contributions, vesting,
participation, forfeiture, loans, withdrawals, distribution, and other Plan
provisions are described in detail in the Plan document.
EMPLOYEE AND EMPLOYER CONTRIBUTIONS
Eligible employees may participate in the Plan by authorizing a withholding of
an amount equal to 1%, 2%, 3%, 4% or 5% of their compensation as a basic
contribution to the Plan. The Corporation contributes 75% of the first 3% and
50% of the remaining 2% of each participating employee's basic contribution.
Eligible employees who have authorized a basic contribution at the maximum rate
of 5% of compensation may authorize a "supplemental contribution" of 1% to 10%
of their compensation. The Corporation does not make any matching contributions
with respect to the amount of supplemental contributions.
INVESTMENT FUNDS
Assets of the Plan are invested in the following funds:
(1) The Thomas & Betts Corporation Stock Fund's assets are invested in
common stock of the Corporation and cash.
(2) The Vanguard Money Market Reserves - Federal Portfolio invests in
short-term securities that are guaranteed or backed by the U.S.
Government and its agencies.
(3) The Vanguard Short-Term Federal Bond Fund invests in bonds issued by
U.S. Government and agency obligations.
(4) The Vanguard Index 500 Portfolio invests in the common stock of major
corporations, with the view to achieve a return on investments equal to
the Standard & Poor's 500 index.
(5) The Vanguard U.S. Growth Portfolio invests in high-quality, established
growth stocks of companies based in the United States.
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(6) The Vanguard Wellington Fund is a balanced fund that invests in common
stocks (with emphasis on "blue chip" stocks), corporate bonds, U.S.
Government securities and preferred stock.
(7) The Vanguard Intermediate U.S. Treasury Bond Fund invests in corporate
debt securities and securities issued by the U.S. Government which
mature in five to twelve years.
(8) The International Growth Portfolio invests in the stocks of companies
located outside the United States.
(9) The Vanguard Windsor Fund invests in common stocks with relatively low
price/earnings ratios and meaningful income yields. The fund may also
invest in preferred stocks, fixed-income securities, convertible
securities, and money-market instruments.
(10) The Vanguard Windsor II Fund invests in undervalued, income-producing
stocks, characterized by above-average income yields and below-average
price/earnings ratios relative to the stock market.
(11) The Vanguard Index Small Cap Portfolio invests in the common stocks of
smaller companies, with the view to achieve a return on investments
equal to the Russell 2000 index.
(12) The Vanguard Investment Contract Trust is a tax-exempt collective trust
fund that invests in investment contracts issued by insurance companies
and commercial banks, and similar types of fixed principal investments.
(13) The Vanguard Extended Market Index Fund seeks to provide long-term
growth of capital by attempting to match the performance of the
Wilshire 4500 Equity Index, an unmanaged index made up mostly of mid-
and small-capitalization companies.
(14) The Vanguard Total Bond Index Fund seeks to provide a high level of
interest income by attempting to match the performance of the unmanaged
Lehman Brothers Aggregate Bond Index, which is a widely recognized
measure of the entire taxable U.S. bond market.
Each participating employee may direct basic and supplemental contributions in
any one or more of the above funds except for the Vanguard Money Market
Reserves, Vanguard Intermediate U.S. Treasury Bond Fund and the Vanguard
Short-Term Federal Bond Fund, which were closed on October 1, 1998, and the
Vanguard Windsor Fund and Vanguard Small Cap Index Fund, which were investment
options of the Eagle Savings Plan. After the Corporation acquired Amerace
Corporation, a subsidiary of Eagle Corporation, the balances in these funds
pertaining to Amerace Corporation employees were transferred into the Plan. As
of the date of transfer into the Plan, no contributions could be allocated to
these funds. The funds will be closed after existing contributions contained in
these funds are distributed to participants or transferred to the
-8-
funds previously existing in the Plan. The Vanguard Windsor II Fund and the
Vanguard Investment Contract Trust were also investments of the Eagle Savings
Plan. Effective October 1, 1998, the Vanguard Windsor II Fund and Vanguard
Investment Contract Trust were reopened allowing current employees of the
Corporation to allocate a portion of their contribution to these funds. The
Vanguard Extended Market Index Fund and Vanguard Total Bond Market Index Fund
were added on October 1, 1998.
The Corporation's contribution is allocated among the funds in the same
proportion as the employee's basic contribution. Each employee may change the
amount and allocation of his or her contribution or reallocate existing balances
among funds by notifying The Vanguard Group by phone on any business day.
Changes are generally effective on the following business day.
PARTICIPANT LOANS
The Plan permits participants with vested account balances of at least $2,000 to
borrow directly from their account. Participants may borrow up to 50% of their
vested account balance or a maximum of $50,000 for a period of up to 5 years.
The minimum loan amount allowed is $1,000. The interest rate charged is
generally within one or two percentage points of the prime rate at the time the
loan is granted. This rate does not change for the life of the loan. Loan
repayments, both principal and interest, are deposited into the participants'
investment fund(s) based on the allocation designated at the time of repayment.
NOTE 2: ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
VALUATION
The Plan's investments are stated at fair value except for The Vanguard
Investment Contract Trust which is valued at contract value. Contract value
approximates fair value as of December 31, 1998. Shares of registered investment
companies are valued at quoted market prices which represent the net asset value
of shares held by the Plan at year-end. The Corporation's stock is valued at its
quoted market price. Employee loans are valued at cost which approximates fair
value. Security transactions are recorded on the trade date, and dividend income
is recorded on the ex-dividend date. The cost of securities sold is based on the
average cost of those securities.
-9-
RECLASSIFICATIONS
Certain 1997 amounts have been reclassified to conform with 1998 presentation.
The Vanguard Group has been designated by the Retirement Plans Committee of the
Board of Directors of the Corporation as the plan trustee.
NOTE 3: AMENDMENTS TO THE PLAN
During 1998, the Corporation amended the Plan to provide for (i) the
participation in the Plan by eligible employees of Augat Inc., which was
acquired by the Corporation, and (ii) the merger of the Augat Savings and
Retirement Plan with and into the Plan. During 1997, the Corporation amended the
Plan to provide for (i) the participation in the Plan by eligible employees of
Catamount Manufacturing, Inc., which was acquired by the Corporation, and (ii)
the merger of the Catamount Retirement Plan with and into the Plan. During 1996,
the Corporation amended the Plan to provide for (i) the participation in the
Plan by eligible employees of E.K. Campbell Company, which was acquired by the
Corporation; (ii) the participation in the Plan by certain employees of Amerace
Corporation and certain of its subsidiaries which were acquired by the
Corporation; (iii) the merger of the Amerace Capital Accumulation Plan with and
into the Plan; (iv) the transfer of certain assets and liabilities from the
Eagle Savings Plan to the Plan; and (v) credit for eligibility and vesting
purposes for service completed with Bowers Manufacturing Corporation, a
subsidiary of Amerace Corporation. The amendments resulted in $24,802,261,
$1,075,732 and $19,981,613 of assets received from Plan mergers during 1998,
1997 and 1996, respectively.
The Plan was also amended to reflect changed investment options effective
October 1, 1998. The following funds were closed to new contributions with
existing investments remaining in the respective funds: Vanguard Money Market
Reserves, Vanguard Short-Term Federal Bond Fund, and Vanguard Intermediate U.S.
Treasury Bond Fund. The following new funds were opened: Vanguard Extended
Market Index Fund and Vanguard Total Bond Market Index Fund. In addition, two
previously closed funds, Vanguard Investment Contract Trust and Vanguard Windsor
II, were reopened.
The Plan was also amended to account for matching contributions which were
forfeited by terminating employees before those amounts became vested. If a
participant's vested accrued benefit is not distributed to the participant in an
immediate lump sum distribution, the nonvested portion of the contribution
account is forfeited as follows: (i) the nonvested portion of a participant's
accrued benefit, for any participant who separates from service on or after July
1, 1996, is forfeited when the participant incurs a five-year period of
separation of service (If the participant is re-employed before the five-year
period of separation ends, the participant will continue to vest starting when
the participant left employment); (ii) any participant separated from service on
or after January 1, 1989 and before July 1, 1996 but re-employed on or after
July 1, 1996 and before incurring a five-year period of separation of service
has the nonvested portion of the participant's accrued benefit (adjusted for
earnings or losses) restored. If the participant
-10-
was re-employed before July 1, 1996 and before incurring a five-year period
of separation of service and the nonvested portion of the accrued benefit was
restored, any earnings attributed to such nonvested accrued benefit is also
restored. The forfeiture amendment did not have a material effect on the net
assets of the Plan.
NOTE 4: INVESTMENTS
The following table presents investments at December 31, 1998 and 1997.
1998 1997
NUMBER OF Number of
SHARES/UNITS shares/units
OR PRINCIPAL FAIR or principal Fair
AMOUNT VALUE amount Value
------ ----- ------ -----
INVESTMENTS AT FAIR
VALUE AS DETERMINED BY
QUOTED MARKET PRICE:
Thomas & Betts Corporation
Stock Fund 1,090,733 $ 15,684,738 683,367 $ 10,708,357
Vanguard Wellington Fund 1,247,208 36,605,560 1,014,611 29,880,300
Vanguard Index 500 Portfolio 384,272 43,787,824 302,731 27,266,976
Vanguard U.S. Growth Fund 887,801 33,283,646 680,558 19,532,027
International Growth Portfolio 228,160 4,282,565 192,920 3,161,961
Vanguard Windsor Fund 28,397 442,135 35,814 608,124
Vanguard Windsor II Fund 179,015 5,343,612 132,748 3,799,253
Vanguard Index Small
Cap Portfolio 20,097 426,053 23,936 568,476
Vanguard Extended Market
Index Fund 11,259 344,756
Vanguard Total Bond
Market Index 289,525 2,973,419
INVESTMENTS AT ESTIMATED FAIR VALUE:
VMMR Federal Portfolio 23,692,719 23,692,719 25,352,913 25,352,913
Vanguard Intermediate U.S.
Treasury Bond Fund 127,566 1,421,082 143,908 1,535,498
Vanguard Short-Term
Federal Bond Fund 109,255 1,120,960 158,956 1,610,228
Employee Loan Fund 5,922,447 5,922,447 4,368,206 4,368,206
INVESTMENTS AT CONTRACT VALUE:
Vanguard Investment
Contract Trust 6,188,771 6,188,771 1,318,430 1,318,430
------------ ------------
Total Investments $181,520,287 $129,710,749
============ ============
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A summary of net realized gains on sales of investments for the years ended
December 31, 1998, 1997 and 1996 follows:
Proceeds Net Realized
From Sales Cost Gains
1998 ---------- ---- -----
THOMAS & BETTS COMMON STOCK $ 5,588,209 $ 4,809,765 $ 778,444
ALL OTHER INVESTMENTS 55,132,483 49,705,277 5,427,206
----------- ----------- ----------
$60,720,692 $54,515,042 $6,205,650
=========== =========== ==========
1997
Thomas & Betts common stock $ 3,962,912 $ 3,254,916 $ 707,996
All other investments 43,279,585 39,150,703 4,128,882
----------- ----------- ----------
$47,242,497 $42,405,619 $4,836,878
=========== =========== ==========
1996
Thomas & Betts common stock $ 3,461,730 $ 3,146,355 $ 315,375
All other investments 35,515,056 33,220,042 2,295,014
----------- ----------- ----------
$38,976,786 $36,366,397 $2,610,389
=========== =========== ==========
A summary of unrealized appreciation (depreciation) of investments for 1998,
1997 and 1996 follows:
Thomas & Betts All
Common Other
Stock Investments Total
---- ----------- -----
Balance at December 31, 1995 $ 910,370 $ 7,284,290 $ 8,194,660
Unrealized appreciation 1,091,778 3,969,564 5,061,342
----------- ----------- -----------
Balance at December 31, 1996 $2,002,148 $11,253,854 $13,256,002
Unrealized appreciation
(depreciation) (124,828) 9,153,988 9,029,160
----------- ----------- -----------
Balance at December 31, 1997 $1,877,320 $20,407,842 $22,285,162
Unrealized appreciation
(depreciation) (174,882) 9,490,077 9,315,195
----------- ----------- ----------
BALANCE AT DECEMBER 31, 1998 $1,702,438 $29,897,919 $31,600,357
=========== =========== ==========
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During the years ended December 31, 1998, 1997 and 1996, the Plan's investments
(including investments bought and sold, as well as held, during the year)
appreciated (depreciated) in value by $15,520,845, $13,866,038 and $7,671,731,
respectively, as follows:
1998 1997 1996
Thomas & Betts Corporation Stock Fund $ 596,461 $ 583,168 $ 1,407,153
Vanguard Short-Term Federal Bond Fund 34,078 3,124 (15,959)
Vanguard Index 500 Portfolio 7,981,751 5,849,829 2,526,307
Vanguard U.S. Growth Fund 6,609,790 3,256,568 1,771,567
Vanguard Wellington Fund (353,747) 3,265,031 1,358,403
Vanguard Intermediate U.S. Treasury Bond Fund 122,783 30,255 (40,587)
International Growth Portfolio 432,573 (8,692) 158,886
Vanguard Windsor Fund (41,099) 23,988 57,288
Vanguard Windsor II Fund 206,401 765,875 396,676
Vanguard Index Small Cap Portfolio (61,318) 96,892 51,997
Vanguard Extended Market Index Fund 32,141 - -
Vanguard Total Bond Market Index (38,969) - -
----------- ----------- -----------
Net appreciation
in fair value $15,520,845 $13,866,038 $ 7,671,731
=========== =========== ===========
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NOTE 5: PARTICIPANT DIRECTED INVESTMENT PROGRAMS
Investment programs of the Plan are participant-directed. Net assets available
for benefits at December 31, 1998 and 1997, and changes in net assets available
for benefits by investment fund for the years ended December 31, 1998, 1997 and
1996 are as follows:
1998
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
T&B Vanguard Vanguard
Corporation VMMR Vanguard Short-term Vanguard Vanguard Vanguard U.S. Index
Stock Fund Federal Windsor Federal Windsor II Index 500 Growth Small Cap
Portfolio Portfolio Fund Bond Fund Fund Portfolio Portfolio Portfolio
------------ ----------- --------- ---------- ---------- ----------- ------------ ----------
Investments at fair value $15,684,738 $23,692,719 $442,135 $1,120,960 $5,343,612 $43,787,824 $33,283,646 $426,053
Investments at contract
value - - - - - - - -
Receivable from Thomas &
Betts Corporation:
Employees' contributions 105,851 - - - 17,105 256,583 190,252 -
Employer's contributions 52,358 - - - 7,560 116,038 84,535 -
----------- ----------- -------- ---------- ---------- ----------- ----------- --------
158,209 - - - 24,665 372,621 274,787 -
----------- ----------- -------- ---------- ---------- ----------- ----------- --------
Net assets available for
benefits $15,842,947 $23,692,719 $442,135 $1,120,960 $5,368,277 $44,160,445 $33,558,433 $426,053
=========== =========== ======== ========== ========== =========== =========== ========
-14-
1998
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
Vanguard Vanguard Vanguard Vanguard
Vanguard Intermediate Investment International Extended Total Bond
Wellington U.S. Treasury Contract Growth Employee Market Market
Fund Bond Fund Trust Portfolio Loan Fund Index Fund Index Total
----------- ------------- ---------- ------------- ---------- ---------- ----------- ------------
Investments at fair value $36,605,560 $1,421,082 $ - $4,282,565 $5,922,447 $344,756 $2,973,419 $175,331,516
Investments at contract
value - - 6,188,771 - - - - 6,188,771
Receivable from Thomas &
Betts Corporation:
Employees' contributions 207,588 - 127,773 38,893 - 5,696 35,991 985,732
Employer's contributions 99,109 - 66,019 17,764 - 2,491 17,917 463,791
----------- ---------- ---------- ----------- ---------- ------- ---------- ------------
306,697 - 193,792 56,657 - 8,187 53,908 1,449,523
----------- ---------- ---------- ----------- ---------- ------- ---------- ------------
Net assets available for
benefits $36,912,257 $1,421,082 $6,382,563 $4,339,222 $5,922,447 $352,943 $3,027,327 $182,969,810
=========== ========== ========== =========== ========== ======= ========== ============
-15-
1998
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
Vanguard Vanguard
T&B VMMR Vanguard Short-term Vanguard Vanguard Vanguard U.S. Index
Corporation Federal Windsor Federal Windsor II Index 500 Growth Small Cap
Stock Fund Portfolio Fund Bond Fund Fund Portfolio Portfolio Portfolio
----------- ------------- ---------- ------------- ---------- ---------- ------------ ------------
Investment Income:
Interest & dividends $ 343,231 $ 1,517,636 $ 39,249 $ 101,361 $ 527,498 $ 673,536 $ 2,087,613 $ 35,188
Net appreciation
(depreciation) in
fair value of
investments 596,461 - (41,099) 34,079 206,401 7,981,751 6,609,790 (61,318)
Contributions:
Employees 1,545,327 1,353,441 - 186,105 120,934 3,956,568 2,801,573 -
Employer 680,926 672,999 - 87,184 21,523 1,509,060 1,030,962 -
Assets received from
plan mergers 2,633,252 7,688,060 - 196,602 - 6,180,168 2,954,039 -
------------ ------------ --------- ---------- ----------- ----------- ----------- --------
Total additions 5,799,197 11,232,136 (1,850) 605,331 876,356 20,301,083 15,483,977 (26,130)
Administrative expenses (14,061) (8,000) (175) (2,725) (1,390) (19,587) (13,292) (305)
Withdrawals,
distributions
and forfeitures (928,106) (5,921,859) (26,203) (358,225) (247,589) (3,980,263) (2,258,328) (23,925)
Transfers in (out),
net 99,865 (7,214,835) (137,761) (763,436) 941,588 305,833 605,909 (92,063)
------------ ------------ --------- ---------- ----------- ----------- ----------- --------
Net increase (decrease) 4,956,895 (1,912,558) (165,989) (519,055) 1,568,965 16,607,066 13,818,266 (142,423)
------------ ------------ --------- ---------- ----------- ----------- ----------- --------
Net assets available
for plan benefits:
Beginning of year 10,886,052 25,605,277 608,124 1,640,015 3,799,312 27,553,379 19,740,167 568,476
------------ ------------ --------- ---------- ----------- ----------- ----------- --------
End of year $15,842,947 $23,692,719 $442,135 $1,120,960 $5,368,277 $44,160,445 $33,558,433 $426,053
============ ============ ========= ========== =========== =========== =========== ========
-16-
1998
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
Vanguard Vanguard Vanguard Vanguard
Vanguard Intermediate Investment International Extended Total Bond
Wellington U.S. Treasury Contract Growth Employee Market Market
Fund Bond Fund Trust Portfolio Loan Fund Index Index Total
---------- ------------- ---------- ------------- --------- --------- ----------- -----
Investments Income:
Interest & dividends $ 4,041,243 $ 115,697 $ 132,127 $ 88,104 $ 385,243 $ 23,101 $ 46,971 $ 10,157,798
Net appreciation
(depreciation)
in fair value
investments (353,748) 122,783 - 432,573 - 32,141 (38,969) 15,520,845
Contributions:
Employees 2,979,407 201,255 546,722 641,918 - 70,964 204,300 14,608,514
Employer 1,265,908 85,503 272,651 259,996 - 7,583 81,831 5,976,126
Assets received
from plan mergers 3,285,430 525,954 - 445,754 893,002 - - 24,802,261
----------- ---------- ---------- ---------- ---------- -------- ---------- ------------
Total additions 11,218,240 1,051,192 951,500 1,868,345 1,278,245 133,789 294,133 71,065,544
Administrative expenses (25,536) (1,521) (2,060) (3,252) (7) (929) - (92,840)
Withdrawals, distributions
and forfeitures (3,655,647) (370,573) (166,392) (428,345) (524,278) (289) (6,445) (18,896,467)
Transfers in (out), net (815,067) (815,398) 4,281,085 (322,252) 966,521 220,372 2,739,639 -
----------- ---------- ---------- ---------- ---------- -------- ---------- ------------
Net increase (decrease) 6,721,990 (136,300) 5,064,133 1,114,496 1,720,481 352,943 3,027,327 52,076,237
----------- ---------- ---------- ---------- ---------- -------- ---------- ------------
Net assets available for
plan benefits:
Beginning of year 30,190,267 1,557,382 1,318,430 3,224,726 4,201,966 - - 130,893,573
----------- ---------- ---------- ---------- ---------- -------- ---------- ------------
End of year $36,912,257 $1,421,082 $6,382,563 $4,339,222 $5,922,447 $352,943 $3,027,327 $182,969,810
=========== ========== ========== ========== ========== ======== ========== ============
-17-
1997
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
Vanguard Vanguard
T&B VMMR Vanguard Short-term Vanguard Vanguard Vanguard U.S. Index
Corporation Federal Windsor Federal Windsor II Index 500 Growth Small Cap
Stock Fund Portfolio Fund Bond Fund Fund Portfolio Portfolio Portfolio
---------- --------- -------- ---------- ---------- --------- ------------- ---------
Investments at fair value $10,708,357 $25,352,913 $608,124 $1,610,228 $3,799,253 $27,266,976 $19,532,027 $568,476
Investments at contract
value - - - - - - - -
Receivable from Thomas &
Betts Corporation:
Employees' contributions 107,411 134,207 - 17,610 - 174,719 127,447 -
Employer's contributions 52,246 71,066 - 9,426 - 78,871 57,294 -
----------- ----------- -------- ---------- ---------- ----------- ----------- --------
159,657 205,273 - 27,036 - 253,590 184,741 -
----------- ----------- -------- ---------- ---------- ----------- ----------- --------
Net assets available for
benefits $10,868,014 $25,558,186 $608,124 $1,637,264 $3,799,253 $27,520,566 $19,716,768 568,476
=========== =========== ======== ========== ========== =========== =========== ========
-18-
1997
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
Vanguard Vanguard
Vanguard Intermediate Investment International
Wellington U.S. Treasury Contract Growth Employee
Fund Bond Fund Trust Portfolio Loan Fund Total
----------- ------------- ---------- ------------- ----------- ------------
Investments at fair value $29,880,300 $1,535,498 - $3,161,961 $4,368,206 $128,392,319
Investments at contract
value - - $1,318,430 - - 1,318,430
Receivable from Thomas &
Betts Corporation:
Employees' contributions 185,488 13,642 - 39,653 - 800,177
Employer's contributions 88,238 6,992 - 18,514 - 382,647
----------- ---------- ---------- ---------- ---------- ------------
273,726 20,634 - 58,167 - 1,182,824
----------- ---------- ---------- ---------- ---------- ------------
Net assets available for
benefits $30,154,026 $1,556,132 $1,318,430 $3,220,128 $4,368,206 $130,893,573
=========== ========== ========== ========== ========== ============
-19-
1997
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
Vanguard Vanguard
T&B VMMR Vanguard Short-term Vanguard Vanguard Vanguard U.S. Index
Corporation Federal Windsor Federal Windsor II Index 500 Growth Small Cap
Stock Fund Portfolio Fund Bond Fund Fund Portfolio Portfolio Portfolio
---------- --------- --------- ----------- ---------- --------- ------------- ---------
Investment Income:
Interest & other dividends $ 228,036 $ 1,394,437 $ 97,762 $ 94,559 $ 349,416 $ 561,305 $ 763,487 $ 31,739
Net appreciation
(depreciation)
in fair value of
investments 583,168 - 23,988 3,124 765,875 5,849,829 3,256,568 96,892
Contributions:
Employees 1,429,091 1,810,789 - 235,240 - 2,580,521 1,803,206 -
Employer 567,176 856,060 - 106,517 - 890,265 691,929 -
Assets received from
plan mergers 125,351 271,572 - 15,260 4,607 178,478 160,639 1,184
----------- ----------- ---------- ---------- ----------- ----------- ----------- ---------
Total additions 2,932,822 4,332,858 121,750 454,700 1,119,898 10,060,398 6,675,829 129,815
Administrative expenses (9,689) (13,060) (320) (2,199) (1,628) (11,276) (8,560) (420)
Withdrawals, distributions
and forfeitures (734,183) (5,168,964) (65,030) (226,419) (870,161) (2,678,512) (2,066,947) (51,839)
Transfers in (out), net (165,270) (328,838) (29,357) (212,559) (308,809) 1,639,521 (544,939) (74,208)
----------- ----------- ---------- ---------- ----------- ----------- ----------- ---------
Net increase (decrease) 2,023,680 (1,178,004) 27,043 13,523 (60,700) 9,010,131 4,055,383 3,348
----------- ----------- ---------- ---------- ----------- ----------- ----------- ---------
Net assets available for
plan benefits:
Beginning of year 8,844,334 26,736,190 581,081 1,623,741 3,859,953 18,510,435 15,661,385 565,128
----------- ----------- ---------- ---------- ----------- ----------- ----------- ---------
End of year $10,868,014 $25,558,186 $608,124 $1,637,264 $3,799,253 $27,520,566 $19,716,768 $568,476
=========== =========== ========== ========== =========== =========== =========== =========
-20-
1997
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
Vanguard Vanguard
Vanguard Intermediate Investment International
Wellington U.S. Treasury Contract Growth Employee
Fund Bond Fund Trust Portfolio Loan Fund Total
----------- --------- ---------- ------------- --------- -----
Investment Income:
Interest & dividends $ 2,599,775 $ 72,730 $ 88,157 $ 136,753 $ 308,261 $ 6,726,417
Net appreciation (depreciation)
in fair value investments 3,265,031 30,255 - (8,692) - 13,866,038
Contributions:
Employees 2,517,600 170,283 - 607,638 - 11,154,368
Employer 1,041,738 75,744 - 234,625 - 4,464,054
Assets received from
plan mergers 209,655 17,698 - 44,122 47,166 1,075,732
----------- ---------- ---------- ---------- ---------- ------------
Total additions 9,633,799 366,710 88,157 1,014,446 355,427 37,286,609
Administrative expenses (27,938) (1,029) (969) (2,878) - (79,966)
Withdrawals, distributions
and forfeitures (4,262,980) (372,033) (225,480) (486,881) (430,390) (17,639,819)
Transfers in (out), net (1,102,322) 561,743 (99,700) (265,461) 930,199 -
----------- ---------- ---------- ---------- ---------- ------------
Net increase 4,240,559 555,391 (237,992) 259,226 855,236 19,566,824
----------- ---------- ---------- ---------- ---------- ------------
Net assets available for
plan benefits:
Beginning of year 25,913,467 1,000,741 1,556,422 2,960,902 3,512,970 111,326,749
----------- ---------- ---------- ---------- ---------- ------------
End of year $30,154,026 $1,556,132 $1,318,430 $3,220,128 $4,368,206 $130,893,573
=========== ========== ========== ========== ========== ============
-21-
1996
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
Vanguard Vanguard
T&B VMMR Vanguard Short-term Vanguard Vanguard Vanguard U.S. Index
Corporation Federal Windsor Federal Windsor II Index 500 Growth Small Cap
Stock Fund Portfolio Fund Bond Fund Fund Portfolio Fund Portfolio
---------- --------- -------- ----------- --------- --------- ------------- ---------
Investment Income:
Interest & other dividends $ 200,661 $ 1,264,579 $ 57,119 $ 82,441 $ 275,744 $ 352,051 $ 1,077,753 $ 45,108
Net appreciation
(depreciation)
in fair value
of investments 1,407,153 - 57,288 (15,959) 396,676 2,526,307 1,771,567 51,997
Contributions:
Employees 1,156,048 2,022,680 - 307,223 - 2,264,610 1,635,767 -
Employer 444,723 914,766 - 109,032 - 730,676 580,098 -
Assets received from
plan mergers 279,387 3,117,580 555,811 143,709 3,723,237 1,870,627 784,754 630,497
---------- ---------- -------- ---------- ---------- ----------- ----------- --------
Total additions 3,487,972 7,319,605 670,218 626,446 4,395,657 7,744,271 5,849,939 727,602
Administrative expenses (8,289) (33,644) (579) (1,905) (2,392) (8,686) (6,953) (733)
Withdrawals, distributions
and forfeitures (500,499) (4,075,277) (44,248) (257,210) (392,795) (1,635,577) (1,709,641) (96,212)
Transfers in (out), net (260,841) (1,896,300) (44,310) (147,199) (140,517) 620,089 1,213,158 (65,529)
---------- ---------- -------- ---------- ---------- ----------- ----------- --------
Net increase (decrease) 2,718,343 1,314,384 581,081 220,132 3,859,953 6,720,097 5,346,503 565,128
---------- ---------- -------- ---------- ---------- ----------- ----------- --------
Net assets available
for plan benefits:
Beginning of year 6,125,991 25,421,806 - 1,403,609 - 11,790,338 10,314,882 -
---------- ---------- -------- ---------- ---------- ----------- ----------- --------
End of year $8,844,334 $26,736,190 $581,081 $1,623,741 $3,859,953 $18,510,435 $15,661,385 $565,128
========== ========== ======== ========== ========== =========== =========== ========
-22-
1996
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (CONTINUED)
Vanguard Vanguard
Vanguard Intermediate Investment International
Wellington U.S. Treasury Contract Growth Employee
Fund Bond Fund Trust Portfolio Loan Fund Total
----------- ------------- ---------- ------------- --------- -----
Investments Income:
Interest & other dividends $ 1,804,890 $ 45,291 $ 90,035 $ 108,280 $ 229,948 $ 5,633,900
Net appreciation (depreciation)
in fair value investments 1,358,403 (40,587) - 158,886 - 7,671,731
Contributions:
Employees 2,546,595 255,542 - 470,352 - 10,658,817
Employer 1,007,320 71,808 - 193,431 - 4,051,854
Assets received from plan
mergers 6,431,281 231,792 1,818,410 394,528 - 19,981,613
----------- ------------ ---------- ----------- --------- -----------
Total additions 13,148,489 563,846 1,908,445 1,325,477 229,948 47,997,915
Administrative expenses (16,032) (893) (1,292) (2,057) (33) (83,488)
Withdrawals, distributions
and forfeitures (3,495,636) (145,814) (305,338) (226,717) (281,416) (13,166,380)
Transfers in (out), net (508,339) (107,293) (45,393) 555,768 826,706 -
----------- ------------ ---------- ----------- --------- -----------
Net increase 9,128,482 309,846 1,556,422 1,652,471 775,205 34,748,047
----------- ------------ ---------- ----------- --------- -----------
Net assets available for
plan benefits:
Beginning of year 16,784,985 690,895 - 1,308,431 2,737,765 76,578,702
----------- ------------ ---------- ----------- --------- -----------
End of year $25,913,467 $1,000,741 $1,556,422 $2,960,902 $3,512,970 $111,326,749
=========== ============ ========== =========== ========= ===========
-23-
NOTE 6: INVESTMENT FUND PARTICIPATION
As of December 31, 1998, the number of participants in each investment fund was
as follows:
Number of
Participants
------------
Thomas and Betts Corporation Stock Fund 3,614
VMMR Federal Portfolio 2,224
Vanguard Short-Term Federal Bond Fund 463
Vanguard Index 500 Portfolio 4,054
Vanguard - U.S. Growth Portfolio 3,129
Vanguard Wellington Fund 3,800
Employee Loan Fund 1,603
Vanguard Intermediate U.S. Treasury Bond Fund 427
International Growth Portfolio 1,222
Vanguard Windsor Fund 84
Vanguard Windsor II Fund 634
Vanguard Index Small Cap Portfolio 106
Vanguard Investment Contract Trust 1,786
Vanguard Total Bond Market Index 980
Vanguard Extended Market Index Fund 160
The number of participants in the Plan was less than the sum of participants
shown above because many were participating in more than one fund.
NOTE 7: CONTRIBUTIONS
The Corporation's contributions vest at the end of each year starting with the
second year of credited service, at the rate of 25% each year. A participant in
the Plan whose employment terminates for any reason before his or her death,
attainment of age 60, or total and permanent disability is entitled to receive
the vested portion, plus earnings thereon, of his or her employer contribution
account. The nonvested portion of the employer contribution account is forfeited
and retained in the Plan to reduce future contributions to be made by the
Corporation to the Plan. Subject to an amendment adopted during 1996 (See Note
3), the nonvested portion of the employer's contribution may be restored if the
participant is reemployed prior to a five-year period of separation of service.
A participant is entitled to receive 100% of the participant's own contributions
plus earnings thereon. Employees of FL Industries, Inc. hired prior to July 1,
1992 have a 100% nonforfeitable right to the amounts in their accounts
attributable to transferred contributions from the FL Industries, Inc.
Investment and Savings Plan and will at all times have a 100% nonforfeitable
right to the amount in their employer contribution accounts.
-24-
NOTE 8: TERMINATION
The Board of Directors of the Corporation may terminate the Plan, in whole or in
part, or permanently discontinue contributions thereunder for any reason at any
time. In the case of such termination or permanent discontinuance of
contributions thereunder, the participants become fully vested in their
accounts.
NOTE 9: INCOME TAXES
The Internal Revenue Service has issued a determination letter to the effect
that the Plan is a qualified plan under Section 401(a) of the Internal Revenue
Code of 1986 and is exempt from income tax under Section 501(c). The Plan has
been amended since receiving the determination letter. However, the Plan's
administrator and tax counsel believe that the Plan is currently designed and
being operated in compliance with the applicable requirements of the Internal
Revenue Code.
Under the present federal income tax laws and regulations, participants and
their beneficiaries are not taxed at the time contributions are made by the
Corporation under the Plan, although the Corporation will receive an immediate
income tax deduction in the amount of such contribution. All earnings of the
Trust Fund (which is maintained pursuant to the Plan and in which Plan assets
are held), realized and unrealized, are not taxable to any participant or the
participant's beneficiaries except upon a distribution by the Trust Fund.
If a participant makes a withdrawal, generally the entire amount distributed to
the withdrawing participant will be taxable to the participant as ordinary
income. If an employee's participation in the Plan terminates, there are a
number of distribution alternatives available depending upon age and vested
account balance. To the extent that a distribution consists of the Corporation's
securities, the portion of the distribution representing contributions to the
Plan will be taxable at the time of the distribution as ordinary income while
the portion of the distribution representing any unrealized appreciation in the
value of the Corporation's securities will not be taxable until disposition of
such shares. The participant or the participant's beneficiaries may be able to
elect to have the ordinary income portion of the distribution taxed at special
rates which in most cases will be lower than the applicable ordinary income tax
rates. If the participating employee has not participated in the Plan for five
or more years before the year in which the participation terminates, the special
election will not be available to the participant or the participant's
beneficiaries, except in the case of termination due to the participant's death.
-25-
SCHEDULE 1
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
Schedule of Investment Assets
Year Ended December 31, 1998
Identity of Issue Description Cost Fair value
- ----------------- ----------- ---- ----------
Equity Securities- Thomas &
Betts Corporation Stock
Fund 1,090,733 units $ 13,982,300 $ 15,684,738
Mutual Funds-
Vanguard Wellington Fund 1,247,208 units 33,032,381 36,605,560
VMMR Federal Portfolio 23,692,719 units 23,692,719 23,692,719
Vanguard Intermediate U.S. Treasury
Bond Fund 127,566 units 1,354,995 1,421,082
Vanguard Index 500 Portfolio 384,272 units 29,724,980 43,787,824
Vanguard Short-Term Federal
Bond Fund 109,255 units 1,109,439 1,120,960
Vanguard U.S. Growth Fund 887,801 units 22,495,469 33,283,646
International Growth Portfolio 228,160 units 3,877,332 4,282,565
Vanguard Windsor Fund 28,397 units 435,739 442,135
Vanguard Windsor II Fund 179,015 units 4,401,753 5,343,612
Vanguard Index Small
Cap Portfolio 20,097 units 383,854 426,053
Vanguard Extended Market
Index Fund 11,259 units 312,918 344,756
Vanguard Total Bond Market
Index 289,525 units 3,004,833 2,973,419
---------- ----------- -----------
Total Mutual Funds 28,296,007 $137,808,712 $169,409,069
Loan Fund- Participant loans, interest rate
range of 6% to 11%, with maturity
date range of May 1, 1999 to
August 6, 2004 5,922,447 5,922,447
Guaranteed Investment Contracts-
Vanguard Investment Contract
Trust at contract value 6,188,771 units 6,188,771 6,188,771
------------ ------------
Total investments $149,919,930 $181,520,287
============ ============
See accompanying independent auditors' report.
-26-
SCHEDULE 2
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
Schedule of Reportable Transactions
Year ended December 31, 1998
Total
Description Number of Purchase Selling Gain/
of Security Transactions Price/Cost Price (Loss)
----------- ------------ ---------- ------- ------
Purchases:
Thomas & Betts Corporation
Stock Fund 190 $ 9,949,394
Vanguard Wellington Fund 189 15,955,386
VMMR Federal Portfolio 229 18,922,382
Vanguard Index 500
Portfolio 225 19,609,216
Vanguard U.S. Growth Fund 210 13,177,465
-----------
$77,613,843
===========
Sales:
Thomas & Betts Corporation Stock Fund 215 $ 4,799,490 $ 5,569,887 $ 770,397
Vanguard Wellington Fund 238 7,675,273 8,874,910 1,199,637
VMMR Federal Portfolio 240 20,582,576 20,582,576 -
Vanguard Index 500
Portfolio 241 8,527,694 11,070,534 2,542,840
Vanguard U.S. Growth Fund 229 4,784,750 6,035,922 1,251,172
----------- ----------- ----------
$46,369,783 $52,133,829 $5,764,046
=========== =========== ==========
See accompanying independent auditors' report.
-27-
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
THOMAS & BETTS CORPORATION
EMPLOYEES' INVESTMENT PLAN
Date: June 30, 1999 By: /s/Fred R. Jones
-------------------------
Fred R. Jones
Vice President - Chief
Financial Officer
Date: June 30, 1999 By: /s/Jerry Kronenberg
-------------------------
Jerry Kronenberg
Vice President - General
Counsel and Secretary
-28-