-----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, IaMGrk9nJsxpEvCP+gtZ0Zd+M5t3hLqe9XhB9pZpVAikhlg8ahX2EN2J279wyO4w cxkiSFdBgLD6Di+DNuEWJw== 0001104659-04-007253.txt : 20040312 0001104659-04-007253.hdr.sgml : 20040312 20040312170127 ACCESSION NUMBER: 0001104659-04-007253 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040312 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13899 FILM NUMBER: 04666801 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMECAP MANAGEMENT CO/CA/ CENTRAL INDEX KEY: 0000763212 IRS NUMBER: 953868081 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 225 SOUTH LAKE AVE STE 400 CITY: PASADENA STATE: CA ZIP: 91101-3005 BUSINESS PHONE: 8183049222 MAIL ADDRESS: STREET 1: 225 SOUTH LAKE AVE SUITE 400 CITY: PASADENA STATE: CA ZIP: 91101 SC 13G/A 1 a04-3336_9sc13ga.htm SC 13G/A

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Thomas & Betts

(Name of Issuer)

 

Common

(Title of Class of Securities)

 

88431502

(CUSIP Number)

 

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

 

CUSIP No.  884315102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

PRIMECAP Management Company  95-3868081

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

225 South Lake Avenue #400, Pasadena, CA  91101

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
5,443,200

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,443,200

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.31%

 

 

12.

Type of Reporting Person (See Instructions)
IA

 

 

2



 

Item 1.

 

(a)

Name of Issuer

 

(b)

Address of Issuer's Principal Executive Offices

 

Item 2.

 

(a)

Name of Person Filing

 

(b)

Address of Principal Business Office or, if none, Residence

 

(c)

Citizenship

 

(d)

Title of Class of Securities

 

(e)

CUSIP Number

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

3



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

 

 

(b)

Percent of class:   

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

INSTRUCTION:  Dissolution of a group requires a response to this item.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

     If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the benficiaries of employment benefit plan, pension fund or endowment fund is not required.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

     If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b) (ii) (G), so indicate under item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identification of the relevent subsidiary.

 

Item 8.

Identification and Classification of Members of the Group

 

     If a group has filed this schedule pursuant to Rule 13d-1(b) (ii) (H), so indicate under Item 3(h) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member of the group.

 

Item 9.

Notice of Dissolution of Group

 

     Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.

 

Item 10.

Certification

 

    The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b):

 

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect.

 

 

4



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 27, 2004

 

Date

 

 

/s/ Theo Kolokotrones

 

Signature

 


Theo A. Kolokotrones, President

 

Name/Title

 

 

5


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