-----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, Q89rPb6lI9LVU9dAdK+oLlrx9+KSS/kJp9kjNzfXHQe8y8rE9HcPdffnWzSs9cC4 +3I5dpcEKSoVQvYzsop5qQ== 0000912057-99-006805.txt : 19991122 0000912057-99-006805.hdr.sgml : 19991122 ACCESSION NUMBER: 0000912057-99-006805 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991117 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991119 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: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04682 FILM NUMBER: 99760713 BUSINESS ADDRESS: STREET 1: 8155 T&B BOULEVARD CITY: MEMPHIS STATE: TN ZIP: 38125 BUSINESS PHONE: 9012527766 MAIL ADDRESS: STREET 1: 1555 LYNNFIELD ROAD CITY: MEMPHIS STATE: TN ZIP: 38119 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: November 17, 1999 (Date of earliest event reported) THOMAS & BETTS CORPORATION (Exact name of registrant as specified in its charter) Tennessee 1-4682 (State or Other Jurisdiction (Commission File Number) of Incorporation) 22-1326940 (IRS Employer Identification No.) 8155 T&B Boulevard Memphis, Tennessee 38125 (Address of Principal (ZIP Code) Executive Offices) Registrant's Telephone Number, Including Area Code: (901) 252-8000 ITEM 5. OTHER EVENTS On November 17, 1999, Thomas & Betts Corporation (the "Registrant") announced, by the press release attached as Exhibit 20 to this report, and incorporated herein by reference, that it will reissue financial statements for the first fiscal quarter of 1999 and that its earnings for the third fiscal quarter increased from amounts reported on October 26, 1999, as some charges included in those results were attributed to the restated first quarter. As a result of the restatement, earnings reported in the Registrant's press release dated October 26, 1999 were adjusted upward to net income of $50.1 million, or $0.86 per diluted share, for the third quarter and net earnings of $126.1 million, or $2.18 per share, for the nine months ended October 3, 1999. Details regarding the adjustments are set forth in the registrant's quarterly report on Form 10-Q for its third fiscal quarter ended October 3, 1999, which was filed with the Commission on November 17, 1999. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 20 Press Release of the Registrant dated November 17, 1999. SIGNATURE Pursuant to the requirements of the Securities and 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/ Jerry Kronenberg --------------------------------- Jerry Kronenberg Title: Vice President-General Counsel and Secretary Date: November 18, 1999 EXHIBIT INDEX
Exhibit Description of Exhibits - ------- ----------------------- 20 Press Release of the Registrant dated November 17, 1999.
EX-20 2 EXHIBIT 20 NEWS THOMAS & BETTS CORPORATION 8155 T&B Boulevard Memphis, TN 38125 (901) 252-5962 [THOMAS & BETTS LOGO] Contact: Fred R. Jones (901) 252-5922 FOR IMMEDIATE RELEASE THOMAS & BETTS FILES 10-Q FOR THIRD QUARTER MEMPHIS, Tenn.--November 17, 1999 - Thomas & Betts Corporation (NYSE: TNB) today announced that it has filed its quarterly report on Form 10-Q for its third fiscal quarter ended October 3, 1999. In that filing the company said that it will reissue financial statements for the first quarter of 1999. Thomas & Betts earnings' for the third quarter increased from amounts reported on October 26, 1999, as some charges included in those results were attributed to the restated first quarter. As a result of the restatement, earnings reported in the Corporation's press release dated October 26, 1999 were adjusted upward to net income of $50.1 million, or $0.86 per diluted share, for the third quarter and net earnings of $126.1 million, or $2.18 per share, for the nine months ended October 3, 1999. During the past two years Thomas & Betts has been engaged globally in extensive information technology systems' conversions to align its systems with its strategic plans, organizational structure and electronic commerce vision. The magnitude of the conversions and their rapid implementations were directly or indirectly responsible for a number of accounting errors. With completion of the implementation processes, the enhanced financial system and recent decentralization of the financial control organization permitted identification and quantification of those errors. During the third quarter the company identified and recorded charges and credits to correct for those system implementation errors and to make other adjustments identified by the new financial reporting system. "We are disappointed that these errors arose, but we are excited about the potential the new systems provide to implement our electronic commerce vision," said Clyde R. Moore, president and chief executive officer. "The systems' conversions were essential, as they provide the building blocks for our business-to-business E-commerce strategy. The good news is that our new financial system is in place and working well, and we have corrected for the errors caused by its installation. We are already reaping the benefits of the system," Mr. Moore concluded. The Corporation has been reviewing with its independent auditors the attribution of the charges and credits recorded in the third quarter to prior periods. A substantial portion of that review is completed. In cases in which management could reasonably identify the timing of the error, the correcting adjustment was attributed to the period of the error. Accordingly, financial statements for the company's first quarter ended April 4, 1999 will be reissued to reflect adjustments identified for that period. Upon completion of the review of the timing of attributions for the charges and credits, a decision regarding possible restatement of financial statements for other periods will be made. Thomas & Betts management does not anticipate that any restatement will have an adverse effect upon earnings for 1999; it is expected that any further restatement, if needed, would be accretive to reported earnings for 1999. Restatement of the first quarter, ended April 4, 1999, reduced its earnings by $5.7 million. As a result, Thomas & Betts had earnings of $32.3 million and net earnings per diluted share (EPS) of $0.56 for that quarter as compared with previously reported net earnings of $38.0 million and EPS of $0.67. Further description of charges and credits recorded in the third quarter and the restated first quarter may be found in the company's third-quarter 1999 report on Form 10-Q filed today. Restated financials for the first quarter to reflect these changes will be issued on Form 10-Q/A to be completed and filed shortly following completion of the attribution review. Thomas & Betts is a leading producer of connectors and components for worldwide electrical and electronic markets. Visit Thomas & Betts on the World Wide Web at www.tnb.com. Forward-looking statements in this news release are subject to many uncertainties in the company's operations and business environments. Such uncertainties, which are discussed further in the company's quarterly filings with the Securities and Exchange Commission, may cause the actual results of the company to be materially different from any future results expressed or implied by such forward-looking statements. # # # # Thomas & Betts Corporation Consolidated Statement of Earnings (In thousands except per share amounts)
Quarter Ended Nine Months Ended ----------------- -------------------- Oct 3, Oct 4, Oct 3, Oct 4, 1999 1998 1999 1998 -------- -------- --------- --------- Net Sales $642,697 539,797 $1,903,253 $1,637,475 Costs and Expenses: Cost of Sales 502,353 410,186 1,398,230 1,178,459 Marketing, general and administrative 104,157 99,939 316,491 267,992 Research and development 11,923 11,810 36,908 37,621 Amortization of intangibles 4,313 4,114 13,618 12,606 Provisions (recovery) - restructured operations (4,285) 62,096 (5,736) 62,096 ------- ------- --------- --------- Total operating Expense 618,461 588,145 1,759,511 1,558,774 ------- ------- --------- --------- Earnings (loss) from operations 24,236 (48,348) 143,742 78,701 Income from unconsolidated companies 7,141 5,243 23,857 19,895 Other expense-net 7,418 9,590 39,008 38,654 ------- ------- --------- --------- Earnings (loss) before income taxes 23,959 (52,695) 128,591 59,942 Income taxes (26,096) (15,227) 2,531 18,564 ------- ------- --------- --------- Net earnings (loss) $ 50,055 $(37,468) $ 126,060 $ 41,378 ======= ======= ========= ========= Net earnings (loss) per share: Basic $ 0.87 ($ 0.66) $ 2.19 $ 0.73 ===== ===== ===== ===== Diluted $ 0.86 ($ 0.66) $ 2.18 $ 0.73 ===== ===== ===== ===== Average shares outstanding: Basic 57,718 56,732 57,651 56,650 ====== ====== ====== ====== Diluted 58,017 56,896 57,891 57,006 ====== ====== ====== ====== Cash dividends declared per share $ 0.28 $ 0.28 $ 0.84 $ 0.84 ===== ===== ===== =====
NOTES: Prior-year amounts have been reclassified to conform to the current-year presentation. Amounts in 1999 have been restated as of the beginning of 1999 to include the August 31, 1999 acquisition of L.E. Mason Co., accounted for as an immaterial pooling of interests, except for cash dividends per share, which reflect the Corporation's historical per share amounts. -----END PRIVACY-ENHANCED MESSAGE-----