-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C70eVUANncBrn7AxiBENZPw7eCj4iF+ThBPirgFjOvgQXIVSjqdnkP2PazqcNxDO OfWXgHHtlpqJatNY/LFXtg== 0001157523-07-006548.txt : 20070702 0001157523-07-006548.hdr.sgml : 20070702 20070702165626 ACCESSION NUMBER: 0001157523-07-006548 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070629 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070702 DATE AS OF CHANGE: 20070702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS & BETTS CORP CENTRAL INDEX KEY: 0000097854 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 221326940 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04682 FILM NUMBER: 07956064 BUSINESS ADDRESS: STREET 1: 8155 T&B BOULEVARD CITY: MEMPHIS STATE: TN ZIP: 38125 BUSINESS PHONE: 9012525000 MAIL ADDRESS: STREET 1: 8155 T&B BOULEVARD CITY: MEMPHIS STATE: TN ZIP: 38125 8-K 1 a5439670.txt THOMAS & BETTS CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 29, 2007 (Date of earliest event reported) THOMAS & BETTS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Tennessee (State or Other Jurisdiction of Incorporation) 1- 4682 22-1326940 (Commission File Number) (IRS Employer Identification No.) 8155 T&B Boulevard Memphis, Tennessee 38125 (Address of Principal Executive Offices)(Zip Code) (901) 252-8000 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 - Entry into a Material Definitive Agreement On June 30, 2007 Thomas & Betts Corporation (the "Company") signed a definitive purchase and sale agreement (the "Purchase Agreement") to acquire the Joslyn Hi-Voltage and Power Solutions businesses from Danaher Corporation ("Danaher") for a purchase price of $280 million. The parties to the agreement are Thomas & Betts Corporation, Thomas & Betts Manufacturing, Inc. and Thomas & Betts Limited (UK) as purchasers, and Joslyn Holding Company, Danaher UK Industries Limited, and Joslyn Canada as sellers. The Company intends to pay cash for the transaction through the use of available cash resources. The agreement is subject to regulatory approval and other customary conditions to closing. Other than the Purchase Agreement, there are no material relationships between the Company and Danaher or any of their respective affiliates. Item 8.01 - Other Events Separately, on June 29, 2007 the Company signed a definitive purchase and sale agreement to acquire a 100% interest in Drilling Technical Supply SA, a hazardous lighting and controls business primarily based in France for approximately $20 million. The Company intends to pay cash for the transaction through the use of available cash resources. Both transactions are expected to close in the third quarter. On July 2, 2007 the Company issued a press release, attached hereto and incorporated herein by reference as Exhibit 99.1, announcing both transactions. Item 9.01 - Financial Statements and Exhibits 99.1 Press Release dated July 2, 2007 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Thomas & Betts Corporation (Registrant) By: /s/ W. David Smith, Jr. ----------------------------- W. David Smith, Jr. Assistant General Counsel and Assistant Secretary Date: July 2, 2007 Exhibit Index Exhibit Description of Exhibits - ------- ----------------------- 99.1 Press Release of the Registrant dated July 2, 2007 EX-99.1 2 a5439670ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Thomas & Betts Corporation Acquires Joslyn Hi-Voltage and Power Solutions Businesses from Danaher Corporation In a Separate Transaction, Company Also Acquires French Hazardous and Emergency Lighting Manufacturer, DTS MEMPHIS, Tenn.--(BUSINESS WIRE)--July 2, 2007--Thomas & Betts Corporation (NYSE:TNB) today announced that it has signed definitive agreements to acquire the Joslyn Hi-Voltage and Power Solutions businesses from Danaher Corporation for $280 million and Drilling Technical Supply SA (DTS), a privately held French manufacturer of hazardous lighting and electrical controls, for approximately $20 million. Both transactions are expected to be funded from available cash resources. Subject to the satisfaction of certain customary closing conditions, the transactions are expected to close in the third quarter. "These acquisitions are an excellent strategic fit for Thomas & Betts. Joslyn Hi-Voltage products complement our market-leading portfolio of high-voltage connectors and related products used primarily by utilities for the distribution of electrical power," said Dominic J. Pileggi, chairman and chief executive officer. "We are also very excited to extend our reach into the attractive power quality and protection markets with the leading brands from Danaher Power Solutions. The acquisition of DTS expands our already substantial footprint in critical hazardous and emergency lighting applications. Overall, these acquisitions broaden our portfolio of leading brands and allow us to continue to build on our strong relationships with utility, industrial, OEM and commercial customers." Joslyn Hi-Voltage offers a broad range of high voltage electric switches, reclosers, vacuum interrupter attachments and related products used mainly by electric utilities. Power Solutions offers a broad range of products and services designed to ensure a high quality, reliable flow of power to commercial and industrial customers for mission critical applications such as datacenters. DTS offers explosion-proof lighting and electrical protection equipment for a broad array of industrial markets including drilling, oil and gas, marine, chemical, pharmaceutical and food products. For 2007, management's preliminary assessment is that the acquisitions will contribute approximately $70 million to revenues and have a negligible net impact on earnings per share due to the amortization of acquisition-related intangible assets. For the calendar year 2008, the company expects the combined acquisitions to contribute approximately $175 to $185 million in revenues and to be accretive to earnings per share by approximately $0.10 to $0.15. Thomas & Betts Corporation is a leading manufacturing of electrical components used in construction, industrial and utility markets. The company is also a leading producer of commercial heating and ventilation units and highly engineered steel structures used primarily for utility transmission. Headquartered in Memphis, Tenn., the company has manufacturing, distribution and office facilities worldwide. In 2006, the company reported $1.9 billion in revenues. More information on the company, its products and markets can be found at www.tnb.com. CAUTIONARY STATEMENT This press release includes forward-looking statements that are identified by terms such as "expected," "includes," "will," and "could." These statements discuss business strategies, economic outlook and future performance. These forward-looking statements make assumptions regarding the company's operations, business, economic and political environment, including, without limitation, customer demand, government regulation, terrorist acts and acts of war. The actual results may be materially different from any future results expressed or implied by such forward-looking statements. Please see the "Risk Factors" section of the company's Form 10-K for the fiscal year ended December 31, 2006, for further information related to these uncertainties. The company undertakes no obligation to publicly release any revisions to any forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this release or to reflect the occurrence of unanticipated events. CONTACT: Thomas & Betts Corporation Tricia Bergeron, 901-252-8266 tricia.bergeron@tnb.com -----END PRIVACY-ENHANCED MESSAGE-----