AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1998
FILEMARCH 2, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TYCO INTERNATIONAL LTD. TYCO INTERNATIONAL GROUP S.A.
(Exact name of registrant as specified
(Exact name of registrant as specified in its charter)
in its charter)
BERMUDA LUXEMBOURG
(State or other jurisdiction7382 NOT APPLICABLE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) of incorporation or organization)
NOT APPLICABLE NOT APPLICABLE
(IRS Employer (IRS Employer
Identification No.) Identification No.)
THE GIBBONS BUILDING BOULEVARD ROYAL, 26
10 QUEEN STREET, SUITE 301 SIXTH FLOOR
HAMILTON HM11, BERMUDA L-2449 LUXEMBOURG
(441) 292-8674 (352) 22-9999-5204
(Address, including zip code, and (Address, including zip code, and
telephone number, including telephone number, including
area code, of registrantClassification Code Number) Identification No.)
THE GIBBONS BUILDING
10 QUEEN STREET, SUITE 301
HAMILTON HM 11 BERMUDA
(441) 292-8674*
(Address, including zip code, and telephone number,
including area code, of registrant's principal area code, of registrant principal
executive offices) executive offices)
------------------------------------------------------
MARK H. SWARTZ
C/O TYCO INTERNATIONAL (US) INC.INC
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(603) 778-9700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
*The*Tyco International Ltd. maintains its registered and principal executive
offices at The Gibbons Building, 10 Queen Street, Suite 301, Hamilton HM 11
Bermuda. The executive offices of the Registrants'Tyco's principal U.S.United States subsidiary,
Tyco International (US) Inc., are located at One Tyco Park, Exeter, New
Hampshire 03833, and its03833. The telephone number there is (603) 778-9700.
------------------------------
COPIES TO:
JOSHUA M. BERMAN, ESQ.
ABBE L. DIENSTAG, ESQ.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 715-9100
ApproximateAPPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of commencement of proposed sale to the public: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans,as amended (the "Securities Act"), check the following box. /X/
If this Formform is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ______
If this Formform is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
(CALCULATION------------------------------
CALCULATION OF REGISTRATION FEE
ON FOLLOWING PAGE)
NUMBER OF
SHARES PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
Common Shares, nominal value US$0.20 per
share..................................... 300,000 $74.28125 $22,284,375 $6,196
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act, based on the average of
the high and low sales prices for the Common Stock reported on the New York
Stock Exchange on February 26, 1999.
------------------------------
THE REGISTRANTSREGISTRANT HEREBY AMENDAMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTSREGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THETHIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) FEE
Debt Securities $3,750,000,000(2) 100% $3,750,000,000 $1,106,250(4)
Guarantees (3) (3) (5)
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and
exclusive of accrued interest, if any.
(2) The aggregate principal amount of the Debt Securities to be issued may be
increased, if any Debt Securities are issued at an original issue discount,
by an amount such that the net proceeds to be received by Tyco International
Group S.A. shall be equal to the above amount to be registered. Any offering
of Debt Securities denominated other than in U.S. dollars will be treated as
the equivalent in U.S. dollars based on the exchange rate applicable to the
purchase of such Debt Securities from Tyco International Group S.A.
(3) No separate consideration will be received for the Guarantees.
(4) The amount of registration fee, calculated in accordance with Section 6(b)
of the Securities Act of 1933, as amended, and Rule 457(o) promulgated
thereunder, is 0.000295 of the maximum aggregate offering price at which the
Debt Securities registered pursuant to this Registration Statement are
proposed to be offered.
(5) Under Rule 457(n), no fee is payable with respect to the Guarantees.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
SUBJECT TO COMPLETION, DATED APRIL 23, 1998MARCH 2, 1999
PROSPECTUS
$3,750,000,000
----------------
TYCO INTERNATIONAL GROUP S.A.
-------------
DEBT SECURITIES
----------------
FULLY AND UNCONDITIONALLY GUARANTEED BY
TYCO INTERNATIONAL LTD.
------------------
Tyco International Group S.A., a Luxembourg company (the "Company"), may
offer from time to time unsecured debt securities ("Debt Securities") consistingSHARES
[LOGO]
COMMON SHARES
---------------
The common shares of debentures, notes and/or other evidences of unsecured indebtedness in one or
more series, at an aggregate initial offering price not to exceed
U.S.$3,750,000,000, or its equivalent if some or all of the Debt Securities are
denominated in one or more foreign currencies, at prices and on terms to be
determined at or prior to the time of sale in light of market conditions at the
time of sale. Debt Securities may be issued in registered form without coupons
("Registered Securities"), bearer form with or without coupons attached ("Bearer
Securities") or in the form of one or more global securities (each a "Global
Security"). Unless otherwise specified in the Prospectus Supplement, all Debt
Securities will be fully and unconditionally guaranteed as to payment of
principal, premium, if any, and interest by Tyco International Ltd. ("Tyco"),covered by this document are
being offered and sold by the sole shareholderselling shareholders named in this document. Each
of the Company. Guaranteesselling shareholders is a former stockholder or optionholder of
Progressive Angioplasty Systems, Inc., which was acquired in 1997 by a
subsidiary of Tyco. Tyco will not receive any of the Debt Securities (the
"Guarantees") by Tyco will constitute unsecured and unsubordinated obligations
of Tyco.
Specific terms of the particular Debt Securities in respect of which this
Prospectus is being delivered will be set forth in one or more accompanying
Prospectus Supplements (each a "Prospectus Supplement"), together with the terms
of the offering of the Debt Securities and the initial price and the net
proceeds to the Company from the sale thereof. The Prospectus Supplement will
set forth with regard to the particular Debt Securities, without limitation, the
following: the specific designation, aggregate principal amount, ranking as
senior debt or subordinated debt, authorized denomination, maturity, rate or
method of calculation of interest and dates for payment thereof, any
exchangeability, conversion, redemption, prepayment or sinking fund provisions,
the currency or currencies or currency unit or currency units in which
principal, premium, if any, or interest is payable, any modification of the
covenants and any other specific terms thereof. The amounts payable by the
Company in respect of Debt Securities may be calculated by reference to the
value, rate or price of one or more specified commodities, currencies or indices
as set forth in the Prospectus Supplement. The Prospectus Supplement will also
contain, where applicable, relevant tax considerations relating to the holders
of Debt Securities covered by the Prospectus Supplement.
The Company may sell Debt Securities offered hereby to or through
underwriters or dealers, and also may sell Debt Securities directly to other
purchasers or through agents. The Prospectus Supplement will also set forth the
names of the underwriters, dealers and agents involved in the sale of the Debt
Securities offered hereby, the principal amounts, if any, to be purchased by the
underwriters or agents and the compensation, if any, of such underwriters or
agents and any applicable commissions or discounts. The net proceeds to the
Company from the sale of
the Debt Securitiesshares offered herebyby the selling shareholders.
No underwriting is being used in connection with this offering of common
shares, and the common shares are being offered without underwriting discounts.
Tyco will alsopay the expenses of this registration. The selling shareholders will
pay any normal brokerage commissions, discounts and fees. Consequently, a
selling shareholder's net proceeds from its sale of shares will be set
forth in the Prospectus Supplement.
This Prospectus may not be used to consummate salespurchase
price of Debt Securities
unless accompanied by a Prospectus Supplement.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BYthe shares sold, less expenses.
Tyco's common shares are traded on the New York Stock Exchange and on the
Bermuda Stock Exchange under the symbol "TYC" and on the London Stock Exchange
under the symbol "TYI". On March 1, 1999, the last sale price for Tyco common
shares, as reported on the New York Stock Exchange, was $73.125 per share.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ORNOR ANY STATE SECURITIES
COMMISSION NOR HAS THEAPPROVED OR DISAPPROVED OF THESE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACYDETERMINED IF THIS
DOCUMENT IS TRUTHFUL OR ADEQUACY OF THIS
PROSPECTUS.COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------THE INFORMATION IN THIS DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS DOCUMENT IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
------------------------
The date of this Prospectusprospectus is , 1998.1999.
No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Prospectus or
the accompanying Prospectus Supplement and, if given or made, such information
or representation must not be relied upon as having been authorized by the
Company, Tyco or any underwriter, dealer or agent. Neither the delivery of this
Prospectus or the accompanying Prospectus Supplement nor any sale made hereunder
or thereunder shall, under any circumstances, create an implication that the
information contained herein or in the accompanying Prospectus Supplement is
correct as of any date subsequent to the date hereof or thereof or that there
has been no change in the affairs of the Company or Tyco since the date hereof
or thereof. Neither this Prospectus nor the accompanying Prospectus Supplement
constitutes an offer to sell or a solicitation of an offer to buy Debt
Securities in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation.
AVAILABLEWHERE YOU CAN FIND MORE INFORMATION
Tyco is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),files annual, quarterly and in accordance therewith filescurrent reports, proxy statements and other
information with the Securities and Exchange
Commission (the "Commission"), all of which may be inspected and copiedSEC. Tyco's filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document Tyco files with the SEC at the SEC's public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza,rooms in
Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Chicago Regional Office, Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661;
and New York Regional Office, Seven World Trade Center, 13th Floor,, New York, New York 10048. Copies of such material can be obtainedand Chicago, Illinois. Please call the SEC
at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. The Commission maintains a site1-800-SEC-0330 for further information on the World Wide Web, and the reports, proxy statements and otherpublic reference rooms.
The SEC allows Tyco to "incorporate by reference" information filed by
Tyco with the Commission may be accessed electronically on the Web at
http://www.sec.gov. Such material may also be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, where
Tyco's common shares, par value U.S.$0.20 per share ("Common Shares"), are
listed.
This Prospectus constitutes part of a Registration Statement on Form S-3
filed by the Company and Tyco (together with all amendments, schedules and
exhibits thereto, the "Registration Statement") with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus omits
certain of the information contained in the Registration Statement in accordance
with the rules and regulations of the Commission. Reference is hereby made to
the Registration Statement and related exhibits for further information.
Statements contained herein concerning the provisions of any document are not
necessarily complete and, in each instance, where a copy of such document has
been filed as an exhibit to the Registration Statement or otherwise has been filed with the
Commission, referenceSEC, which means that Tyco can disclose important information to you by
referring you to those documents. These incorporated documents contain important
business and financial information about Tyco that is made to the copy of the applicable
document so filed. Each such statement is qualifiednot included in its entirety by such
reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCEor
delivered with this document. The following documents, which have been filed by Tyco with the Commission
pursuant to the Exchange Act, are herebyinformation incorporated by reference inis
considered to be part of this Prospectus:document, and later information filed with the SEC
may update and supersede this information. Tyco incorporates by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934
prior to the end of the offering of common shares under this document.
1. Tyco's TransitionAnnual Report on Form 10-K for the fiscal year ended
September 30, 1997.
2. Tyco's Transition Report onand Form 10-K/A for the fiscal year ended
September 30, 1997.
3. Tyco's1998, except for Part II Items 6, 7, 7A and 8.
2. Quarterly Report on Form 10-Q for the fiscal quarter ended December 31,
1997.
4. Tyco's1998.
3. Current ReportReports on Form 8-K and 8-K/A filed on March 6, 1998.
5. Tyco's Current Report on Form 8-K filed on MarchMay 13, 1998, December
10, 1998 and December 11, 1998.
6. Tyco's Current Report on Form 8-K filed on April 23, 1998.
2
All documents filedYou may request a copy of these filings at no cost, by writing or calling
Tyco withat the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequentfollowing address and telephone number:
Tyco International Ltd.
The Gibbons Building
10 Queen Street
Hamilton HM11, Bermuda
(441) 292-8674
Exhibits to the date of this Prospectus
and prior to the termination of the offering of Debt Securities made hereby
shallfilings will not be deemed to besent, however, unless those exhibits
have specifically been incorporated by reference intoin this Prospectus from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.document.
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT. TYCO HAS NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. THE SELLING SHAREHOLDERS WILL NOT MAKE AN OFFER OF
THE COMMON SHARES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THIS DOCUMENT.
i
TABLE OF CONTENTS
PAGE
----
Where You Can Find More Information....................................... i
The Company............................................................... 2
Current Developments...................................................... 2
Use of Proceeds........................................................... 3
Selling Shareholders...................................................... 3
Description of Share Capital of Tyco...................................... 9
Plan of Distribution...................................................... 11
Legal Matters............................................................. 12
Experts................................................................... 12
1
THE COMPANY
Tyco and the Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, including any beneficial owner of Debt
Securities, upon the written or oral request of any such person, a copy of any
and all of the documents that have been or may be incorporated by reference
herein other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to J. Brad McGee, Senior Vice President, Tyco International
(US) Inc., One Tyco Park, Exeter, New Hampshire 03833 (telephone: (603)
778-9700).
TYCO INTERNATIONAL LTD.
Tyco International Ltd., a Bermuda company ("Tyco"), through its
subsidiaries, is a diversified manufacturing and service company that, operates
in four segments: (i) the design, manufacturethrough its
subsidiaries:
- designs, manufactures and distribution ofdistributes electrical and electronic components
and designs, manufactures, installs and services undersea cable
communication systems;
- designs, manufactures and distributes disposable medical supplies and
other specialty products, and the conduct ofconducts vehicle auctions and related
services;
(ii) the design, manufacture, installation- designs, manufactures, installs and service ofservices fire detection and
suppression systems and the installation,
monitoringinstalls, monitors and maintenance ofmaintains electronic
security systems; (iii) the design,
manufacture and
distribution of- designs, manufactures and distributes flow control products; and (iv) the design,
manufacture and distribution of electrical and electronic components, and the
design, manufacture, installation and service of undersea cable communication
systems.products.
Tyco's strategy is to be the low-cost, high quality producer and provider in
each of its markets. It promotes its leadership position by investing in
existing businesses, developing new markets and acquiring complementary
businesses and products. Combining the strengths of its existing operations and
its business acquisitions, Tyco seeks to enhance shareholder value through
increased earnings per share and strong cash flows.
On July 2, 1997, a wholly-owned subsidiary of what was formerly called ADT
Limited merged with Tyco International Ltd., a Massachusetts corporation
("Former Tyco"), merged with a subsidiarycorporation. Upon
consummation of Tyco, with Tyco beingthe merger, ADT, the continuing public company. In connection with the merger, Tycocompany, changed its name
from ADT Limited ("ADT")
to Tyco International Ltd.
Tyco's registered and principal executive offices are located at The Gibbons
Building, 10 Queen Street, Suite 301, Hamilton HM11,HM 11, Bermuda, and its telephone
number is (441) 292-8674. The executive offices of Tyco's principal United
States subsidiary, Tyco International (US) Inc., are located at One Tyco Park,
Exeter, New Hampshire 03833, and its telephone number is (603) 778-9700.
THE COMPANY
Tyco International Group S.A. (the "Company"), a Luxembourg company, is a
direct wholly-owned subsidiary of Tyco. The registered and principal executive
offices of the Company are located at Boulevard Royal, 26, Sixth Floor, L-2449
Luxembourg and its telephone number is (352) 22-9999-5204. Through its
subsidiaries, the Company owns substantially all of the assets, and engages in
substantially all of the businesses, owned or engaged in by Tyco.
3
CURRENT DEVELOPMENTS
In MarchPENDING ACQUISITION OF AMP
On November 22, 1998, Tyco sold 25.3 million Common Shares in a public offering at
$50.75 per share. The net proceeds from the sale were used to repay indebtedness
incurred for previous acquisitions. On April 20, 1998, Tyco announced that a
definitive agreement was signed by a subsidiary of Tyco entered into a definitive merger
agreement for the acquisition of AMP Incorporated. It is estimated that Tyco
will issue up to acquireapproximately 186.0 million common shares for delivery by its
subsidiary to the Wells
Fargo Alarm businessformer shareholders of Borg-Warner Security Corporation for $425 million in
cash.
Tyco and its subsidiaries review acquisition opportunitiesAMP in the ordinary
coursemerger. AMP designs,
manufactures and markets electronic, electrical and electro-optic connection
devices and associated application tools and machines. AMP had annual revenues
of its business, someapproximately $5.5 billion in 1998.
The acquisition of AMP, which may be material and some of which are
currently under investigation, discussion or negotiation. There can be no
assurance that any of such acquisitions will be consummated.
TYCO'S RESULTS FOR THE SECOND QUARTER AND SIX MONTHS ENDED MARCH 31, 1998
On April 21, 1998, Tyco announced results of operations for the second
quarter (the "fiscal 1998 second quarter") and the six months ended March 31,
1998. These results, which are presented below, include the Security operations
of ADT Limited ("ADT") now Tyco, Keystone International, Inc. ("Keystone"), and
INBRAND Corporation ("INBRAND"). The merger transactions involving these
entities occurred in fiscal 1997 and were accounted for as a pooling of
interests. Accordingly,interests, has been structured so that AMP shareholders will receive for each of
their shares of AMP common stock a fraction of a Tyco common share valued
between $51.00 and $55.95. The fraction will be determined based on the results reflectaverage
of the operationsdaily weighted averages of ADT, Keystone and
INBRAND for all periods presented, exceptthe trading price of Tyco common shares on the
New York Stock Exchange for the periods15 trading days ending on March 26, 1999, which
is the fourth trading day prior to January 1,
1997 which do not include INBRAND duethe date of the special meeting of AMP
shareholders to immateriality.
Dilutedvote on the merger.
Tyco has identified certain risks in connection with the AMP acquisition,
including:
- The benefits to Tyco and its shareholders of the merger are predicated on
the assumption that the merger will be accretive to Tyco's earnings per
share, before extraordinary items increased 66% to $0.48
per share forbut this will only be the fiscal 1998 second quarter, compared to $0.29 forcase if Tyco can efficiently integrate
AMP with Tyco's existing operations. On a pro forma basis, which combines
the quarter
ended March 31, 1997. Income before extraordinary items increased 88% to $276.2
million in the fiscal 1998 second quarter, compared to $147.3 million in the
quarter ended March 31, 1997. Sales increased 22% to $2.85 billion in the fiscal
1998 second quarter from $2.33 billion in the quarter ended March 31, 1997.
In September 1997, Tyco changed its fiscal year end from December 31 to
September 30. In the discussion below, thefinancial results of operations for fiscal 1998
compares the second quarter and six months ended March 31, 1998 withtwo companies based upon their historical
performance, the corresponding quarter and six months ended March 31, 1997.
The following segment discussionmerger is before non-recurring charges and
extraordinary items. Earnings of Tyco's Disposable and Specialty Products group
increased 35%not accretive to $149.4 million in the fiscal 1998 second quarter compared to
$110.7 million in the quarter ended March 31, 1997. Results for the fiscal 1998
second quarter reflect lower costs and an expanded base of product offerings and
include the operations of Sherwood--Davis & Geck since the date of its
acquisition by Tyco in February 1998. Earnings of Tyco's Fire and Security
Services group increased 41% to $149.8 million in the fiscal 1998 second quarter
compared to $106.0 million in the quarter ended March 31, 1997. Results for this
group reflect increased sales and higher operating margins. Earnings of Tyco's
Flow Control group increased 25% to $73.4 million in the fiscal 1998 second
quarter compared to $58.5 million in the quarter ended March 31, 1997. Increased
sales volume in this group was partially offset by the effect of foreign
currency fluctuations. Earnings of Tyco's Electrical and Electronic Components
group were $92.5 million for the fiscal 1998 second quarter, compared to $28.8
million in the quarter ended March 31, 1997. Results for this group for the
fiscal 1998 second quarter include the operations of Tyco Submarine Systems
Ltd., which was acquired from AT&T Corp. in July 1997, and also reflect earnings
increases in Tyco's Printed Circuit Group. The earnings of Tyco's four business
groups are stated herein before deduction for general corporate expenses,
interest expense and taxes.
4
The following table sets forth the summary results of operations of Tyco for
the three- and six-month periods ended March 31, 1998 compared to the three- and
six-month periods ended March 31, 1997.
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
-------------------- --------------------
1998 1997 1998 1997
--------- --------- --------- ---------
(IN MILLIONS, EXCEPT PER SHARE DATA)
Sales................................................. $ 2,852.0 $ 2,332.9 $ 5,539.5 $ 4,564.9
--------- --------- --------- ---------
--------- --------- --------- ---------
Income before income taxes and extraordinary items.... 406.5 234.4 765.9 333.0
Income taxes.......................................... (130.3) (87.1) (248.9) (117.6)
--------- --------- --------- ---------
Income before extraordinary items..................... $ 276.2 $ 147.3 $ 517.0 $ 215.4
--------- --------- --------- ---------
--------- --------- --------- ---------
Earnings per share before extraordinary items (1):
Basic............................................... $ 0.49 $ 0.29 $ 0.94 $ 0.44
Diluted............................................. $ 0.48 $ 0.29 $ 0.91 $ 0.43
Common equivalent shares:
Basic............................................... 560.1 499.5 552.6 489.6
Diluted............................................. 579.9 529.1 574.1 518.7
- ------------------------
(1) Earnings per share based on diluted shares assumes conversion of LYONs
notes. Accordingly, net interest expense of $2.1 million and $4.3 million in
the three months and six months, respectively, ended March 31, 1998 and $3.5
million and $6.8 million in the three months and six months, respectively,
ended March 31, 1997 must be added back to income before extraordinary items
in order to compute diluted earnings per share. Tyco
expects that the merger will be accretive if it can realize cost savings
and synergies through the combination of the two companies. In this
regard, Tyco's management believes that it can continue to implement and
enhance AMP's profit
2
improvement plan, which involves staff reductions, plant closings and
consolidations and other cost cutting activities. Tyco has in the past
been successful in integrating prior acquisitions and realizing
anticipated earnings benefits. However, with facilities in 53 countries
and approximately 48,500 employees worldwide, AMP is substantially larger
than the largest company previously integrated by Tyco's management. It is
possible that Tyco will not be able to integrate AMP in a manner that
achieves the desired savings and other benefits. Also, it may take longer
to achieve these savings and other benefits than anticipated by Tyco's
management. If so, Tyco's earnings-per-share performance, which is driven
in part by the success of its acquisitions, is likely to suffer.
- The AMP acquisition could significantly increase the effects of the
downturn in the Asian economy on Tyco. Historically, only 3% of Tyco's
revenues were attributable to Tyco's Asian operations, as opposed to 20%
of AMP's revenues. The effect of the downturn has been more pronounced on
AMP because of AMP's greater dependence on Asian business. Tyco cannot
predict how long the economic downturn in Asia will persist.
The consummation of the AMP transaction is contingent upon approval by the
AMP shareholders of the merger, approval by the Tyco shareholders of the
issuance of the Tyco common shares to be delivered in connection with the merger
and other customary conditions. Special meetings of the shareholders of Tyco and
AMP to consider these matters have been scheduled for April 1, 1999. There is no
assurance that the AMP acquisition will be consummated.
AMP is subject to the informational requirements of the Exchange Act, and in
accordance with the Exchange Act, files reports, proxy statements and other
information with the SEC. Tyco has filed a registration statement on Form S-4
with the SEC in respect of the AMP transaction which has been declared
effective.
SALE OF $1.2 BILLION OF NOTES BY SUBSIDIARY OF TYCO
On January 12, 1999, Tyco International Group S.A., a Luxembourg company and
wholly-owned subsidiary of Tyco, consummated the public sale of $400 million
aggregate principal amount of its 6.125% Notes due 2009 and $800 million
aggregate principal amount of its 6.875% Notes due 2029. The net proceeds of
approximately $1.17 billion were used to repay borrowings under the Luxembourg
subsidiary's $2.25 billion bank credit agreement.
USE OF PROCEEDS
Except as otherwise described in the applicable Prospectus Supplement, the
Company intends to use theAll net proceeds from the sale of the Debt Securitiescommon shares offered hereby will go
to refinance,the selling shareholders. Tyco will not receive any of the proceeds from the
sale of the common shares by the selling shareholders.
SELLING SHAREHOLDERS
The selling shareholders are former stockholders or optionholders of
Progressive Angioplasty Systems, Inc. PAS was acquired by United States Surgical
Corporation under the terms of an agreement and plan of merger dated February 4,
1997 and amended as of August 6, 1997. Pursuant to this merger agreement, US
Surgical issued shares of its common stock to the PAS stockholders with an
aggregate value of approximately $73.8 million. US Surgical also agreed to
assume the outstanding PAS stock options, which became options to acquire US
Surgical common stock.
3
In addition, the merger agreement between US Surgical and PAS provided that
the former PAS stockholders, and former PAS optionholders following exercise of
their options, would be entitled to receive, in part, existing indebtedness,the aggregate:
1. US Surgical common stock with a value of up to finance recently announced
acquisitions$25 million, some of
which was paid upon closing of the merger, if certain milestones related to
the business of PAS were achieved. This stock is referred to as "milestone
consideration."
2. US Surgical common stock with a value of up to $50 million, some of
which was paid upon closing of the merger, if specified net sales of
catheters, stents and radiation products embodying PAS's proprietary
technology were achieved at various times through December 31, 2003. This
stock is referred to as "earn out consideration."
On October 1, 1998, Tyco acquired US Surgical. Under the terms of the
agreement and plan of merger between Tyco and US Surgical, Tyco agreed to assume
the obligation of US Surgical to deliver additional stock to the former PAS
stockholders and optionholders, except that Tyco common shares would be
delivered rather than shares of US Surgical common stock. The common
shares offered by this document and listed below are shares that were issued to
the former PAS stockholders or are issuable to former PAS optionholders as a
result of the achievement of milestones or sales of products occurring just
prior to the merger of Tyco and US Surgical through January 1, 1999. Additional
common shares may be offered in the event that other former PAS optionholders
who are entitled to receive milestone consideration or earn out consideration
upon exercise of their options exercise such options and elect to have their
shares offered; additional milestone consideration or earn out consideration
becomes payable to former PAS stockholders and optionholders; or additional
common shares are issued to the selling shareholders by way of adjustment to
milestone consideration or earn out consideration they have previously received.
If any additional common shares are to be offered, this document will be
appropriately supplemented or amended.
On February 19, 1999, US Surgical commenced an action in the United States
District Court for the District of Delaware against certain of the selling
shareholders. (United States Surgical Corporation v. Frank Litvack, Civil Action
No. 99-088). The action seeks a declaratory judgment that the terms of the
merger agreement between US Surgical and PAS do not prohibit US Surgical from
discontinuing any business or operations conducted by PAS prior to its merger
with US Surgical or give any right or remedy to the former PAS stockholders and
optionholders as a result of such discontinuance.
COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE COMMON SHARES OWNED AFTER THE
NAME OF SHAREHOLDER OFFERING OFFERED HEREBY OFFERING
- ------------------------------------------------------------ ------------------------- --------------- -----------------------
Bruce Addis................................................. 3
Vaso Adzich................................................. 8
Stephen Aiello.............................................. 17
Yanira L. Amaya............................................. 4
William A. Arndt............................................ 11
Arnhold & S. Bleichroeder, Inc. (for First Eagle Fund,
NV)....................................................... 1,086
Arnhold & S. Bleichroeder, Inc. (for Gary Fuhrman).......... 119
Arnhold & S. Bleichroeder, Inc. (for Harold Levy............ 119
Arnhold & S. Bleichroeder, Inc. (for Michelle Drasher)...... 22
Ashtree Corporation......................................... 53
Jocelyn S. Avanzado......................................... 2
Angela Ayrapetian........................................... 4
4
COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE COMMON SHARES OWNED AFTER THE
NAME OF SHAREHOLDER OFFERING OFFERED HEREBY OFFERING
- ------------------------------------------------------------ ------------------------- --------------- -----------------------
Alan Bachrach............................................... 31
Scott Baldwin............................................... 53
Laura L. Bauer.............................................. 6
Ellen Beaumont.............................................. 2
Howard Berlin............................................... 89
Walter Blair................................................ 2,099
John Bohan.................................................. 11
John E. Bramfitt and Pamela I. Bramfitt, Co-Trustees FBO
Bramfitt Family Trust, U/A/D/ 01/20/93.................... 389
John H. Bunch............................................... 7
Jeffery P. Callister........................................ 703
Barry Calvarese............................................. 421
Stephen Case................................................ 25
Edward Casey................................................ 15
Steven Casey................................................ 6
Juan F. Chavez.............................................. 4
Ary S. Chernomorsky......................................... 170
David L. Cohen.............................................. 95
Baldemar Contreras.......................................... 4
Irvin Cooper................................................ 49
Cowen & Co., Custodian FBO David B. Musket SEP IRA.......... 25
Laura Dietch................................................ 166
Catherine Diez-Luckie....................................... 744
Bryan C. Donohue, M.D....................................... 87
Michael Dovey............................................... 28
Neal Eigler................................................. 7,579
Evelin Eigler, Trustee of the Seldon Baker Trust............ 28
Eric W. Elam................................................ 4
Stuart M. Essig............................................. 28
Hartmut & Maria Eysell, JT TEN.............................. 31
AS Fansea................................................... 11
Sepehr Fariabi.............................................. 217
James Forrester, M.D........................................ 235
John Friedman............................................... 28
Fukuda Denshi Co., Ltd...................................... 3,777
Glenn K. Furuta............................................. 587
Luz Garcia.................................................. 4
John S. Geis................................................ 119
Claudio Gibelli............................................. 59
Camerina Godinez............................................ 4
Tsvi Goldenberg............................................. 65
GSAM Oracle Fund, Inc....................................... 724
Stephen J. Guptill.......................................... 10
Federico Gutierrez.......................................... 2
Loan T. Ha.................................................. 4
Kiyoko Hamamoto............................................. 2
5
COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE COMMON SHARES OWNED AFTER THE
NAME OF SHAREHOLDER OFFERING OFFERED HEREBY OFFERING
- ------------------------------------------------------------ ------------------------- --------------- -----------------------
Amy L. Hammack.............................................. 8
Hare & Co................................................... 783
William M. Helvey, M.D...................................... 28
John B. Henneman, III....................................... 11
Allison Herd................................................ 6
William B. Hess............................................. 31
Robert Hess and Rosemarie Hess, Trustees FBO Hess Family
Trust, U/A/D/ dated 8/3/89................................ 17,544
Steve Hochberg.............................................. 22
Hoegh Invest AS............................................. 77
David Holmes, M.D........................................... 99
Alice Jack.................................................. 28
Jerome Jackson.............................................. 921
Earl L. and Julia Ender Jackson as Community Property....... 28
JIBJEB Partners............................................. 25
FBO Ronald P. Karlsberg Cardiovascular Group of Southern
California 401(k) Profit Sharing Plan DTD 1/1/89.......... 17
Gerald T. Keusch............................................ 17
Gurpreet Khaira............................................. 2
Sheldon King................................................ 99
Edward Kosinski............................................. 53
Karen Krasney............................................... 15
Kurt H. Kruger.............................................. 22
Larry Kuhn.................................................. 49
Jim Lane.................................................... 53
Martin Leon M.D............................................. 166
Stuart H. Lin............................................... 4
Frank Litvack............................................... 17,950
Jack Litvack, Cyst Investment Corp.......................... 28
Litvack-Curtis Children's Trust, Robert Harabedian,
Trustee................................................... 1,013
Imelda Lopez................................................ 4
Yoh Chie Lu................................................. 259
Gail A. Macko............................................... 25
Cecilia Madriz.............................................. 2
Kishore Maharaj............................................. 3
Patrick A. McBrayer......................................... 11
Frank P. McCormic........................................... 11
Paul McCormick.............................................. 250
J. Casey McGlynn............................................ 4
Jim McKenzie................................................ 50
Graciela Ortega Mendoza..................................... 5
Barry D. Meyer.............................................. 17
Mark D. Milani, Trustee of the Gabriela M. Hess Trust U/T/A
dated November 30, 1994................................... 675
6
COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE COMMON SHARES OWNED AFTER THE
NAME OF SHAREHOLDER OFFERING OFFERED HEREBY OFFERING
- ------------------------------------------------------------ ------------------------- --------------- -----------------------
Mark D. Milani, Trustee of the Verona K. Hess 1994 Trust
U/T/A/ Verona K. Hess 1994 Trust U/T/A/ dated November 30,
1994...................................................... 675
David B. Modesitt........................................... 13
David Moyne................................................. 22
Iskra Mrakovic.............................................. 4
David B. Musket............................................. 343
August J. Neudecker......................................... 119
Kim T. Nguyen............................................... 4
Suong N. Nguyen............................................. 4
Gerardo V. Noriega.......................................... 70
Och-Ziff Capital Management, L.P............................ 905
Ana Maria Padron............................................ 3
Daniel P. Paduano........................................... 89
Paine Webber in Trust of the Jonathan Edelson IRA........... 22
Paine Webber Inc., as custodian of the IRA account of Jason
F. Fensterstock........................................... 30
Paine Webber Inc., as custodian of the IRA account of Joyce
Fensterstock.............................................. 53
Paine Webber Inc., as custodian of the IRA account of Blair
Fensterstock.............................................. 25
Kinam Park.................................................. 72
Uriel Pena.................................................. 2
Hortensia Pinon............................................. 8
Munro W. Pitt............................................... 17
ProMed Partners, L.P........................................ 406
Prudential Securities C/F Colin Morris A/C
AA-R54811................................................. 59
Nathan Ramaswami............................................ 2
Kamal Ramzipoor............................................. 108
Judy Litvak Ravinsky........................................ 10
Martha Reitman.............................................. 39
Randall Rose................................................ 480
Clinton T. Rubin (SUNY-Stony Brook)......................... 11
Robert L. Schmidlen......................................... 7
J. Curt Schnackenberg....................................... 28
Gary Schonwald.............................................. 25
Lorraine A. Schwartz........................................ 28
Michael Seidel.............................................. 10
Nancy Shanley............................................... 26
Markus O. Steigler.......................................... 8
Brad Stephens............................................... 15
Ilse Stockhammer............................................ 97
Dieter Stoeckel............................................. 9
Rudolfo Sudaria............................................. 8
David L. Surgener........................................... 6
Lawrence J. Tedesco, Sr..................................... 12
7
COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE COMMON SHARES OWNED AFTER THE
NAME OF SHAREHOLDER OFFERING OFFERED HEREBY OFFERING
- ------------------------------------------------------------ ------------------------- --------------- -----------------------
Paul Teirstein M.D.......................................... 84
The Phoenix Insurance Company............................... 179
The Travelers Indemnity Company............................. 1,327
The Travelers Insurance Company............................. 2,566
The Travelers Life and Annuity Company...................... 149
Jocelyn Trinidad............................................ 3
Janet Tweed-Arkush.......................................... 15
Michael B. Van der Zweep.................................... 190
Chandavone Viravouth........................................ 2
Westfield Performance Fund, L.P............................. 603
James Whiting............................................... 15
Sally J. Wilson............................................. 56
Wilson, Sonsini, Goodrich & Rosati Profit Sharing Plan,
Mario M. Rosati and Douglas M. Laurice, Trustees, FBO J.
Casey McGlynn............................................. 11
Simona Wong................................................. 4
Wood Grundy (London) Ltd.................................... 121
WS Investment Company 96A................................... 41
Richard Yancy............................................... 25
Fred Zuber.................................................. 6
Total:
8
DESCRIPTION OF SHARE CAPITAL OF TYCO
The summary of the terms of the share capital of Tyco set forth below is not
complete. For a full description of these terms, shareholders must refer to
Tyco's Memorandum of Association and the Tyco Bye-Laws, which are incorporated
by reference in this document. Copies of the Memorandum of Association and
Bye-Laws will be sent to Tyco shareholders upon request. See "Where You Can Find
More Information" on page i.
AUTHORIZED SHARE CAPITAL
Tyco's authorized share capital consists of 1,503,750,000 Tyco common shares
and 125,000,000 preference shares. 15,000,000 preference shares have been
designated as Series A Preference Shares and are reserved for issue upon
exercise of rights under Tyco's Shareholder Rights Plan. As of February 12,
1999, there were 652,110,358 Tyco common shares outstanding and no preference
shares outstanding. Tyco has proposed to increase its authorized common shares
to 2,500,000,000. This proposal will be voted on by shareholders at the special
general corporate purposes. Funds not required immediatelymeeting in connection with the AMP transaction to be held on April 1,
1999 and is contingent on consummation of that transaction.
TYCO COMMON SHARES
DIVIDENDS.
The Tyco Board may declare dividends out of profits of Tyco available for
that purpose as long as there are no reasonable grounds for believing that Tyco
is, or after such purposesdividend would be, unable to pay its liabilities as they
become due or if the realizable value of Tyco's assets would thereby be less
than the aggregate of its liabilities and its issued share capital and share
premium accounts. Subject to such special rights as may be attached to any other
shares in Tyco, all dividends are payable according to the amounts paid or
credited as paid on Tyco common shares. Dividends are normally payable in U.S.
dollars, but holders with a registered address in the United Kingdom and other
countries outside the United States may receive payment in another currency. Any
dividend which is unclaimed may be invested temporarilyor otherwise made use of by the Tyco
Board and after a period of 12 years is forfeited and reverts to Tyco.
VOTING RIGHTS.
At any general meeting of Tyco, votes may be given in short-term marketable
securities.
RATIOperson or by proxy and
each holder of Tyco common shares is entitled, on a show of hands, to one vote
and, on a poll, to one vote for each Tyco common share held. The Tyco Bye-Laws
require that any proxy must be a shareholder of Tyco. Under the Tyco Bye-Laws,
two holders of Tyco common shares present, in person or by proxy, constitute a
quorum at a general meeting.
Under Bermuda law questions proposed for consideration at a company's
general meeting are decided by a simple majority vote or by such majority as the
bye-laws of the company may prescribe except where a large majority is required
by law. Any question proposed for consideration at a general meeting may be
decided on a show of hands, in which each shareholder present in person or by
proxy is entitled to one vote and casts such vote by raising his or her hand,
unless, before or on the declaration of the result of a show of hands, a poll is
demanded by:
(1) the Chairman of the meeting;
(2) at least three shareholders present in person or represented by proxy;
(3) any shareholder or shareholders present in person or represented by
proxy holding between them at least 10% of the total voting rights of all
shareholders having the right to vote at the meeting; or
9
(4) a shareholder or shareholders present in person or by proxy holding
shares in such company conferring the right to vote at such meeting and
on which an aggregate sum has been paid up equal to at least 10% of the
total sum paid up on all such shares entitled to vote.
Tyco's Bye-Laws provide that a shareholder is not entitled, except as proxy
for another shareholder, to be present or vote at any meeting, either personally
or by proxy, in respect of any share held by the shareholder on which there
shall not have been paid all calls and payable, together with interest and
expenses. Tyco's Bye-Laws also provide that any person who is known or believed
by Tyco to be interested in common shares, and who has failed to comply with a
notice from Tyco requesting specified information regarding such person's
interest in common shares, will lose voting rights for the period such person
fails to comply with the notice, plus an additional ninety days. In addition, a
shareholder loses voting rights if such shareholder has failed to comply with a
notice under Tyco's Bye-Laws requiring the shareholder to make an offer in
accordance with the City Code on Takeovers and Mergers of the United Kingdom, as
applied by Tyco's Bye-Laws, or, otherwise in accordance with Tyco's Bye-Laws. A
shareholder also loses the right to vote for a period of 180 days if:
- such shareholder acquires three percent or more of the issued share
capital of any class of Tyco, either alone or in concert with others, and
fails to notify Tyco of such acquisition within two days, or
- already possessing three percent or more, the shareholder fails to notify
Tyco of a change in the shareholder's interests amounting to one percent
or more of the share capital of any class,
and such shareholder is so notified by Tyco's board of such loss of rights.
LIQUIDATION.
On a liquidation of Tyco, holders of Tyco common shares are entitled to
receive any assets remaining after the payment of Tyco's debts and the expenses
of the liquidation, subject to such special rights as may be attached to any
other class of shares.
SUSPENSION OF EARNINGS TO FIXED CHARGESRIGHTS.
In certain circumstances, the rights of a shareholder to vote and to receive
any payment or income or capital in respect of a Tyco common share may be
suspended. Those circumstances include failure to provide information about
ownership of and other interests in Tyco common shares, if so required in
accordance with the Tyco Bye-Laws as discussed above under "Voting Rights."
VARIATION OF TYCORIGHTS.
If at any time the share capital of Tyco is divided into different classes
of shares, the rights attached to any class, unless otherwise provided by the
terms of issue of the shares of that class, may be varied with the consent in
writing of the holders of three-fourths of the issued shares of that class or
with the sanction of a resolution passed at a separate general meeting of the
holders of the shares of that class by a majority of three-fourths of such
holders voting in person or by proxy. Under Tyco's Bye-Laws, three shareholders
holding not less than one-third of the issued shares of that class, in person or
by proxy, constitute a quorum at such general meeting. At any adjournment of
such meeting two such holders, in person or by proxy, constitute a quorum,
irrespective of the amount of their holdings.
TRANSFERS.
A Tyco common share may be transferred in any manner the Tyco Board may
approve. The following table sets forthTyco Board may require the ratiotransfer to be by an instrument signed
by the transferor and, in the case of earningsa partly paid share, also by the
transferee. The instrument must be in writing in the usual common form or in any
other form which the Tyco Board may approve and must be lodged at the office of
the registrar of Tyco for registration. The Tyco Board may decline to fixed chargesregister
any transfer of shares on
10
which Tyco has a lien, any transfer of shares not fully paid up to a transferee
of whom they do not approve and any transfer of shares by a transferor or to a
transferee whose voting rights have been suspended.
PREEMPTIVE RIGHTS.
Tyco common shares do not have preemptive rights.
GENERAL.
The Tyco common shares offered hereby are duly authorized, validly issued,
fully paid and non-assessable. All such shares are in registered form.
REGISTRAR AND TRANSFER AGENT.
AS&K Services Limited is Tyco's Registrar. ChaseMellon Shareholder Services
LLC is the transfer agent for Tyco common shares.
TYCO PREFERENCE SHARES
Under the Tyco Bye-Laws, the Tyco Board, in its sole discretion, may
designate, allot and issue one or more series of preference shares from the
authorized and unissued preference shares. Subject to limitations imposed by
law, Tyco's Memorandum of Association or Bye-Laws, the Tyco Board is empowered
to determine the designation of, and the number of shares constituting, each
series of preference shares, the dividend rate for each series, the terms and
conditions of any voting and conversion rights for each series, the amounts
payable on each series on redemption or return of capital and the preference and
relative rights among each series of preference shares. At present, 15,000,000
preference shares have been designated as Series A Preference Shares and are
reserved for issue upon exercise of the Rights under the Tyco Shareholder Rights
Plan.
SHAREHOLDER RIGHTS PLAN
Prior to the ADT merger on July 2, 1997, ADT adopted a Shareholder Rights
Plan which was amended in March and July of 1997. Under the Plan, each right
other than those rights owned by an Acquiring Person, as defined, will become
exercisable a specified period of time after any person becomes the beneficial
owner of 15% or more of the Tyco common shares, or commences a tender offer or
exchange offer which, if consummated, would result in any person becoming the
beneficial owner of 15% or more of the Tyco common shares. Each right entitles
its holder, among other things, to purchase Tyco common shares from Tyco at a
50% discount from the market price of Tyco common shares on the Distribution
Date, as defined, in the event that a person becomes an Acquiring Person.
The Tyco Board may redeem the rights prior to their becoming exercisable;
PROVIDED, HOWEVER, that the Tyco Board may not redeem the rights if a majority
of the directors on the Tyco Board have been changed as a result of a proxy or
consent solicitation or other shareholder initiative by a person who has stated,
or Tyco has determined in good faith, that such person intends to take such
actions which would result in such person becoming an Acquiring Person, unless
such redemption has been authorized by a majority of the Continuing Directors,
as defined.
STOCK EXCHANGE LISTING
The Tyco common shares are listed on the NYSE, the London Stock Exchange and
the Bermuda Stock Exchange.
PLAN OF DISTRIBUTION
The common shares may be sold from time to time by the selling shareholders
or by pledgees or donees of the selling shareholders. Such sales may be made on
the New York Stock Exchange or other
11
exchanges or in the over-the-counter market, or otherwise, at prices and on
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions at negotiated prices. The manner in which sales of
common shares can be made include:
- ordinary brokerage transactions;
- transactions in which a broker solicits purchasers;
- block trades;
- purchases by a broker or dealer as principal and resale by such broker
dealer for its account;
- put or call option transactions relating to the common shares; or
- transactions directly between seller and purchaser without a
broker-dealer.
Common shares that qualify for sale in accordance with Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this document.
Brokers or dealers involved in the sale may receive commissions or discounts
in connection with such sale in amounts to be negotiated. A broker or dealer
that acts as agent for a purchaser of common shares would be paid by the
purchaser. The selling shareholders and any broker-dealers who act in connection
with the sale of the common shares that are offered by this document may be
deemed underwriters for purposes of the Securities Act. Any commissions
broker-dealers receive and profits they make on resale might be deemed
underwriting discounts and commissions.
Tyco will pay all expenses of registration of the common shares offered
hereby, other than commissions, discounts and fees of brokers, dealers or
agents.
LEGAL MATTERS
Certain legal matters in connection with the Tyco common shares offered
hereby have been passed upon for Tyco by Appleby, Spurling & Kempe, Hamilton,
Bermuda, Bermuda counsel to Tyco.
EXPERTS
The consolidated financial statements and financial statement schedule of
Tyco as of September 30, 1998 and 1997 and for the three months ended December 31, 1997, the nine month transitional
fiscal year ended September 30,
1997, and the years ended December 31, 1996,
1995, 1994 and 1993.
THREE MONTHS FISCAL YEAR YEAR ENDED DECEMBER
ENDED ENDED 31,
DECEMBER SEPTEMBER 30, ----------------------
31, 1997 1997(3) 1996 1995
----------------- ------------------- ----- ---------
Ratio of earnings to fixed charges(1)(2)........................ 6.37 (4) (4) 3.00
1994 1993
--------- ---------
Ratio of earnings to fixed charges(1)(2)........................ 3.33 2.76
- ------------------------
(1) For purposes of determining the ratio of earnings to fixed charges, earnings
consist of income (loss) before income taxes, cumulative effect of change in
accounting methods and extraordinary items, and fixed charges. Fixed charges
consist of interest on indebtedness, amortization of debt expenses and
one-third of rent expense which is deemed representative of an interest
factor.
(2) On July 2, 1997, a wholly-owned subsidiary of Tyco merged with Former Tyco.
On August 27, 1997, Tyco consummated a merger with INBRAND, and, on August
29, 1997, Tyco consummated a merger with Keystone. Each of the three merger
transactions qualifies for pooling of interests basis of accounting. As
such, the ratio of earnings to fixed charges for the nine months ended
September 30, 1997 and the years ended December 31, 1996, 1995, 1994 and
1993 include the effect of the mergers,
5
except that the calculation presented above for periods prior to January 1,
1997 does not include INBRAND due to immateriality.
Prior to the respective mergers, ADT and Keystone had calendar year ends and
Former Tyco had a June 30 fiscal year end. The historical results upon which
the ratios are based have been combined using a calendar year end for ADT,
Keystone and Former Tyco for the year ended December 31, 1996. For 1995,
1994, and 1993, the ratio of earnings to fixed charges reflects the
combination of ADT and Keystone with a calendar year end and Former Tyco
with a June 30 fiscal year end.
(3) In September 1997, Tyco changed its fiscal year end from December 31 to
September 30. The fiscal year ended September 30, 1997 represents the nine
month period ended September 30, 1997.
(4) Earnings were insufficient to cover fixed charges by $589.7 million and
$61.2 million in 1997 and 1996, respectively.
Earnings for1998, the nine months ended September 30, 1997 and the year ended December 31,
1996, included merger, restructuring and other nonrecurring
charges of $917.8 million and $246.1 million, respectively. Earnings also
include a charge for the impairment of long-lived assets of $148.4 million
and $744.7 million, respectively in the 1997 and 1996 periods. The 1997
period also includes a write off of purchased in-process research and
development of $361.0 million.
On a pro forma basis the ratio of earnings to fixed charges excluding merger,
restructuring and other nonrecurring charges, charge for the impairment of
long-lived assets and write off of purchased in-process research and
development would have been 5.44x and 4.68x for the nine months ended
September 30, 1997 and year ended December 31, 1996, respectively.
6
DESCRIPTION OF THE DEBT SECURITIES AND THE GUARANTEES
The Debt Securities and the Guarantees offered hereby will be issued under
an indenture (hereinafter the "Indenture"), among the Company, Tyco and the
trustee thereunder (hereinafter referred to as the "Trustee"). The following
statements are subject to the detailed provisions of the Indenture, a copy of
which is filed as an exhibit to this Registration Statement. The Indenture is
subject to, and governed by, the Trust Indenture Act of 1939, as amended. The
statements made hereunder relating to the Indenture and the Debt Securities and
the Guarantees to be issued thereunder are summaries of certain provisions
thereof, do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all provisions of the Indenture and such Debt
Securities and Guarantees. Capitalized terms used but not defined herein shall
have the respective meanings set forth in the Indenture.
The particular terms of the Debt Securities and the Guarantees offered by a
Prospectus Supplement will be described in such Prospectus Supplement, along
with any applicable modifications of or additions to the general terms of the
Debt Securities and the Guarantees as described herein and in the Indenture or
in any supplemental indenture thereto and any applicable material federal income
tax considerations. Accordingly, for a description of the terms of any series of
Debt Securities and Guarantees, reference must be made to both the Prospectus
Supplement relating thereto and the description of the Debt Securities and the
Guarantees set forth in this Prospectus.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that the Debt Securities
may be issued from time to time in one or more series unless otherwise provided
in any supplemental indenture and the applicable Prospectus Supplement.
Unless otherwise provided in any supplemental indenture and specified in the
applicable Prospectus Supplement, Debt Securities offered pursuant to this
Prospectus will be direct, unsecured and unsubordinated obligations of the
Company and will rank equally with other unsecured and unsubordinated
obligations of the Company for money borrowed. The Debt Securities will be
effectively subordinated to all existing and future indebtedness and other
liabilities of the Company's subsidiaries. The Debt Securities will be fully and
unconditionally guaranteed by Tyco. Except as described under "Certain
Covenants" and as may be provided in any supplemental indenture and set forth in
the applicable Prospectus Supplement, the Indenture does not limit other
indebtedness or securities which may be incurred or issued by the Company or any
of its subsidiaries or contain financial or similar restrictions on the Company
or any of its subsidiaries. Except as may be provided in any supplemental
indenture and set forth in the applicable Prospectus Supplement, the Company's
rights and the rights of its creditors, including holders of Debt Securities, to
participate in any distribution of assets of any subsidiary upon the latter's
liquidation or reorganization or otherwise will be effectively subordinated to
the claims of the subsidiary's creditors, except to the extent that the Company
or any of its creditors may itself be a creditor of that subsidiary.
A Prospectus Supplement will set forth where applicable the following terms
of and information relating to the Debt Securities offered pursuant to this
Prospectus: (i) the designation of the Debt Securities; (ii) the aggregate
principal amount of the Debt Securities; (iii) the date or dates on which
principal of, and premium, if any, on the Debt Securities is payable; (iv) the
rate or rates at which the Debt Securities shall bear interest, if any, or the
method by which such rate shall be determined, the date or dates from which
interest will accrue and on which such interest will be payable and the related
record dates; (v) if other than the offices of the Trustee, the place where the
principal of and any premium or interest on the Debt Securities will be payable;
(vi) any redemption, repayment or sinking fund provisions; (vii) if other than
denominations of $1,000 or multiples thereof, the denominations in which the
Debt Securities will be issuable; (viii) if other than the principal amount
thereof, the portion of the principal amount due upon acceleration; (ix) whether
the Debt Securities shall be issued in the form of a global
7
security or securities; (x) any other specific terms of the Debt Securities
(which may, for example, include the currency, and any index used to determine
the amount, of payment of principal of and any premium and interest on the Debt
Securities); and (xi) if other than the Trustee, the identity of any trustees,
paying agents, transfer agents or registrars with respect to the Debt
Securities.
Unless otherwise provided in any supplemental indenture and specified in the
applicable Prospectus Supplement, Debt Securities offered pursuant to this
Prospectus will be issued either in certificated, fully registered form, without
coupons, or as global notes under a book-entry system.
Upon receipt of an authentication order from the Company together with any
other documentation required by the Indenture or any supplemental indenture
thereto, the Trustee will authenticate Debt Securities in the appropriate form
and for the amount specified in the applicable Prospectus Supplement and the
supplemental indenture relating thereto.
Unless otherwise provided in any supplemental indenture and specified in the
applicable Prospectus Supplement, principal and premium, if any, will be
payable, and the Debt Securities offered pursuant to this Prospectus will be
transferable and exchangeable without any service charge, at the office of the
Trustee. However, the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with any such
transfer or exchange.
Interest, if any, on any series of Debt Securities offered pursuant to this
Prospectus will be payable on the interest payment dates set forth in the
accompanying Prospectus Supplement to the persons described in the accompanying
Prospectus Supplement.
Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, there are no covenants or provisions contained
in the Indenture which afford the holders of Debt Securities offered pursuant to
this Prospectus protection in the event of a highly leveraged transaction,
reorganization, restructuring, merger or similar transaction involving the
Company. The consummation of any highly leveraged transaction, reorganization,
restructuring, merger or similar transaction could cause a material decline in
the credit quality of the outstanding Debt Securities.
GUARANTEES
Tyco will unconditionally guarantee the due and punctual payment of the
principal of, premium, if any, and interest and any Additional Amounts (as
defined below under "Payment of Additional Amounts"), if any, on the Debt
Securities when and as the same shall become due and payable, whether at
maturity, upon redemption or otherwise. The Guarantees are unsecured and
unsubordinated obligations of Tyco and will rank equally with all other
unsecured and unsubordinated obligations of Tyco. The Guarantees provide that in
the event of a default in payment of principal, premium, if any, or interest on
a Debt Security, the holder of the Debt Security may institute legal proceedings
directly against Tyco to enforce the Guarantees without first proceeding against
the Company. In addition, under certain circumstances described under "Certain
Covenants--Limitation on Indebtedness of Subsidiaries," subsidiaries of the
Company (collectively with Tyco, the "Guarantors") may execute and deliver
additional Guarantees.
The obligations of Tyco and any other Guarantor, if any, under their
respective Guarantees are limited to the maximum amount which, after giving
effect to any collections from or payments made by or on behalf of any other
Guarantors in respect of the obligations of such other Guarantors under their
respective Guarantees or pursuant to their contribution obligations under the
Indenture, will result in the obligations of such Guarantors under their
Guarantees not constituting a fraudulent conveyance or fraudulent transfer under
applicable law. Each Guarantor that makes a payment or distribution under its
Guarantee shall be entitled to a contribution from each other Guarantor to the
extent permitted by applicable law.
8
REDEMPTION UPON CHANGES IN WITHHOLDING TAXES
The Debt Securities of any series may be redeemed, as a whole but not in
part, at the election of the Company, upon not less than 30 nor more than 60
days notice (which notice shall be irrevocable), at a redemption price equal to
100% of the principal amount thereof, together with accrued interest, if any, to
the redemption date and Additional Amounts, if any, if as a result of any
amendment to, or change in, the laws or regulations of Luxembourg or any
political subdivision or taxing authority thereof or therein having power to tax
(a "Taxing Authority"), or any change in the application or official
interpretation of such laws or regulations which amendment or change becomes
effective after the date the applicable Debt Securities are issued, the Company
has become or will become obligated to pay Additional Amounts, on the next date
on which any amount would be payable with respect to the Debt Securities of such
series, and such obligation cannot be avoided by the use of reasonable measures
available to the Company; PROVIDED, HOWEVER, that (a) no such notice of
redemption may be given earlier than 60 days prior to the earliest date on which
the Company would be obligated to pay such Additional Amounts, and (b) at the
time such notice of redemption is given, such obligation to pay such Additional
Amounts remains in effect. Prior to the giving of any notice of redemption
described in this paragraph, the Company shall deliver to the Trustee (i) a
certificate signed by two directors of the Company stating that the obligation
to pay Additional Amounts cannot be avoided by the Company taking reasonable
measures available to it and (ii) a written opinion of independent legal counsel
to the Company of recognized standing to the effect that the Company has or will
become obligated to pay Additional Amounts as a result of a change, amendment,
official interpretation or application described above and that the Company
cannot avoid the payment of such Additional Amounts by taking reasonable
measures available to it.
PAYMENT OF ADDITIONAL AMOUNTS
All payments made by the Company and Tyco under or with respect to the Debt
Securities and the Guarantees will be made free and clear of and without
withholding or deduction for or on account of any present or future taxes,
duties, levies, imposts, assessments or governmental charges of whatever nature
imposed or levied by or on behalf of any Taxing Authority ("Taxes"), unless the
Company or Tyco, as the case may be, is required to withhold or deduct Taxes by
law or by the interpretation or administration thereof. In the event that the
Company or Tyco is required to so withhold or deduct any amount for or on
account of any Taxes from any payment made under or with respect to the Debt
Securities or the Guarantees, as the case may be, the Company or Tyco, as the
case may be, will pay such additional amounts ("Additional Amounts") as may be
necessary so that the net amount received by each holder of Debt Securities
(including Additional Amounts) after such withholding or deduction will equal
the amount that such holder would have received if such Taxes had not been
required to be withheld or deducted; provided that no Additional Amounts will be
payable with respect to a payment made to a holder of Debt Securities to the
extent:
(a) that any such Taxes would not have been so imposed but for the
existence of any present or former connection between such holder and the
Taxing Authority imposing such Taxes (other than the mere receipt of such
payment, acquisition, ownership or disposition of such Debt Securities or
the exercise or enforcement of rights under such Debt Securities, the
Guarantees or the Indenture);
(b) of any estate, inheritance, gift, sales, transfer, or personal
property Taxes imposed with respect to such Debt Securities, except as
otherwise provided herein;
(c) that any such Taxes would not have been so imposed but for the
presentation of such Debt Securities (where presentation is required) for
payment on a date more than 30 days after the date on which such payment
became due and payable or the date on which payment thereof is duly provided
for, whichever is later, except to the extent that the beneficiary or holder
thereof would have been entitled to Additional Amounts had the Debt
Securities been presented for payment on any date during such 30-day period;
or
9
(d) that such holder would not be liable or subject to such withholding
or deduction of Taxes but for the failure to make a valid declaration of
non-residence or other similar claim for exemption, if (x) the making of
such declaration or claim is required or imposed by statute, treaty,
regulation, ruling or administrative practice of the relevant Taxing
Authority as a precondition to an exemption from, or reduction in, the
relevant Taxes, and (y) at least 60 days prior to the first payment date
with respect to which the Company or Tyco shall apply this clause (d), the
Company or Tyco shall have notified all holders of Debt Securities in
writing that they shall be required to provide such declaration or claim.
The Company and Tyco, as applicable, will also (i) make such withholding or
deduction of Taxes and (ii) remit the full amount of Taxes so deducted or
withheld to the relevant Taxing Authority in accordance with all applicable
laws. The Company and Tyco, as applicable, will use their reasonable best
efforts to obtain certified copies of tax receipts evidencing the payment of any
Taxes so deducted or withheld from each Taxing Authority imposing such Taxes.
The Company or Tyco, as the case may be, will, upon request, make available to
the holders of the Debt Securities, within 60 days after the date the payment of
any Taxes so deducted or withheld is due pursuant to applicable law, certified
copies of tax receipts evidencing such payment by the Company or Tyco or if,
notwithstanding the Company's or Tyco's efforts to obtain such receipts, the
same are not obtainable, other evidence of such payments by the Company or Tyco.
At least 30 days prior to each date on which any payment under or with
respect to the Debt Securities is due and payable, if the Company or Tyco will
be obligated to pay Additional Amounts with respect to such payment, the Company
or Tyco will deliver to the Trustee an officer's certificate stating the fact
that such Additional Amounts will be payable, the amounts so payable and will
set forth such other information as is necessary to enable such Trustee to pay
such Additional Amounts to holders of Debt Securities on the payment date.
The foregoing provisions shall survive any termination of the discharge of
the Indenture and shall apply mutatis mutandis to any jurisdiction in which any
successor Person to the Company or Tyco, as the case may be, is organized or is
engaged in business for tax purposes or any political subdivisions or taxing
authority or agency thereof or therein.
In addition, the Company will pay any stamp, issue, registration,
documentary or other similar taxes and duties, including interest, penalties and
additional amounts with respect thereto, payable in Luxembourg or the United
States or any political subdivision or taxing authority of or in the foregoing
in respect of the creation, issue, offering, enforcement, redemption or
retirement of the Debt Securities.
Whenever in the Indenture, the Debt Securities, in the "Description of the
Notes and the Guarantees" in any Prospectus Supplement or in this "Description
of the Debt Securities and the Guarantees" there is mentioned, in any context,
the payment of principal (and premium, if any), redemption price, interest or
any other amount payable under or with respect to any Debt Security, such
mention shall be deemed to include mention of the payment of Additional Amounts
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.
BOOK-ENTRY SYSTEM
If so specified in the applicable Prospectus Supplement, Debt Securities of
any series offered pursuant to this Prospectus may be issued under a book-entry
system in the form of one or more global securities ("Global Securities"). Each
Global Security will be deposited with, or on behalf of, a depositary, which,
unless otherwise specified in the accompanying Prospectus Supplement, will be
The Depository Trust Company, New York, New York (the "Depositary"). The Global
Securities will be registered in the name of the Depositary or its nominee. The
specific terms of the depositary arrangement with respect to any series of Debt
Securities, or portion thereof, to be represented by a Global Security will be
provided in the supplemental indenture relating thereto and described in the
applicable Prospectus Supplement.
10
The Depositary has advised the Company as follows: the Depositary is a
limited purpose trust company organized under the laws of the State of New York,
a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. The
Depositary was created to hold securities of Persons who have accounts with the
Depositary ("participants") and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of certificates. The Depositary's
participants include securities brokers and dealers, banks, trust companies and
clearing corporations, and may include certain other organizations. Indirect
access to the Depositary's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Upon the issuance of a Global Security, the Depositary or its nominee will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of participants. The accounts to be credited will be designated by
the underwriters or agents, if any, or by the Company, if such Debt Securities
are offered and sold directly by the Company. Ownership of beneficial interests
in the Global Security will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial interests by
participants in the Global Security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee for such Global Security. Ownership of beneficial
interests in the Global Security by persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in a Global
Security.
So long as the Depositary or its nominee is the registered owner of a Global
Security, it will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in such Global Security will
not be entitled to have the Debt Securities represented thereby registered in
their names, will not receive or be entitled to receive physical delivery of
certificates representing the Debt Securities and will not be considered the
owners or holders thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities represented by a Global Security will be made to the Depositary or
its nominee, as the case may be, as the registered owner or the holder of the
Global Security. None of the Company, the Trustee, any paying agent or registrar
for such Debt Securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interest in the Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company has been advised by the Depositary that the Depositary will
credit participants' accounts with payments of principal, premium, if any, or
interest on the payment date thereof in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Security
as shown on the records of the Depositary. The Company expects that payments by
participants to owners of beneficial interests in the Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the account of
customers registered in "street name," and will be the responsibility of such
participants.
A Global Security may not be transferred except as a whole to a nominee or
successor of the Depositary. If the Depositary is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within ninety days, the Company will issue certificates in
registered form in exchange for the Global Security or securities representing
the Debt Securities. In
11
addition, the Company may at any time and in its sole discretion determine not
to have Debt Securities of a series represented by a Global Security and, in
such event, will issue certificates in definitive form in exchange for the
Global Security representing such Debt Securities.
CERTAIN COVENANTS
Other than the covenants described below, any covenants, including any
restrictive covenants, of the Company with respect to any series of Debt
Securities will be provided in a supplemental indenture and described in the
applicable Prospectus Supplement.
LIMITATIONS ON LIENS. The Company covenants that, so long as any Debt
Securities remain outstanding (but subject to defeasance, as provided in the
Indenture), it will not, and will not permit any Restricted Subsidiary (as
defined below) to, issue, assume or guarantee any Indebtedness (as defined
below) which is secured by a mortgage, pledge, security interest, lien or
encumbrance (each a "lien") upon any Principal Property (as defined below), or
any shares of stock of or Indebtedness issued by any Restricted Subsidiary,
without effectively providing that, for so long as such lien shall continue in
existence with respect to such secured Indebtedness, the Debt Securities
(together with, if the Company shall so determine, any other Indebtedness of the
Company ranking equally with the Debt Securities) shall be equally and ratably
secured with (or at the Company's option prior to) such secured Indebtedness,
except that the foregoing covenant shall not apply to (a) liens existing on the
date of the applicable Debt Securities are issued; (b) liens on the stock,
assets or Indebtedness of a corporation existing at the same time such
corporation becomes a Restricted Subsidiary unless created in contemplation of
such Restricted Subsidiary becoming such; (c) liens on any assets or
Indebtedness of a corporation existing at the time such corporation is merged
into the Company or a Subsidiary or at the time of a purchase, lease or other
acquisition of the assets of a corporation or firm as an entirety or
substantially as an entirety by the Company or a Subsidiary; (d) liens on any
Principal Property existing at the time of acquisition thereof by the Company or
any Restricted Subsidiary, or liens to secure the payment of the purchase price
of such Principal Property, or to secure Indebtedness incurred, assumed or
guaranteed by the Company or a Restricted Subsidiary for the purpose of
financing all or any part of the purchase price of such Principal Property or
improvements or construction thereon, which Indebtedness is incurred, assumed or
guaranteed prior to, at the time of, or within one year after such acquisition
(or in the case of real property, completion of such improvement or construction
or commencement of full operation of such property, whichever is later); (e)
liens securing Indebtedness owing by any Restricted Subsidiary to the Company,
Tyco or a Subsidiary or by the Company to Tyco; (f) liens in favor of the United
States of America or any State thereof or any other country, or political
subdivision thereof, to secure partial, progress, advance or other payments
pursuant to any contract, statute, rule or regulation or to secure any
Indebtedness incurred or guaranteed for the purpose of financing all or any part
of the purchase price (or, in the case of real property, the cost of
construction or improvement) of the Principal Property subject to such liens
(including but not limited to, liens incurred in connection with pollution
control, industrial revenue or similar financings); (g) pledges, liens or
deposits under worker's compensation or similar legislation, or in connection
with bids, tenders, contracts (other than for the payment of money) or leases to
which the Company or any Restricted Subsidiary is a party, or to secure the
public or statutory obligations of the Company or any Restricted Subsidiary, or
in connection with self-insurance, or to obtain the benefits of any law,
regulation or arrangement pertaining to unemployment insurance, old age
pensions, social security or similar matters, or to secure surety, performance,
appeal or customs bonds to which the Company or any Restricted Subsidiary is a
party, or in litigation or other proceedings in connection with the matters
heretofore referred to in this clause, such as, but not limited to, interpleader
proceedings, and other similar pledges, liens or deposits made or incurred in
the ordinary course of business; (h) certain liens in connection with legal
proceedings, including certain liens arising out of judgments or awards, to the
extent such proceedings are being contested or appealed in good faith, or liens
incurred for the purpose of obtaining a stay or discharge in the course of any
litigation or other proceeding; (i) liens for certain taxes or assessments,
landlord's liens and liens and charges incidental to the conduct of the business
of the Company or any Restricted Subsidiary, or the ownership of
12
their assets, which were not incurred in connection with the borrowing of money
or the obtaining of advances or credit and which do not, in the opinion of the
Board of Directors of the Company, materially impair the use of such Principal
Property in the operation of the business of the Company or such Restricted
Subsidiary or the value of such Principal Property for the purposes thereof; (j)
liens to secure the Company's or any Restricted Subsidiary's obligations under
agreements with respect to spot, forward, future and option transactions,
entered into in the ordinary course of business; (k) liens not permitted by the
foregoing clauses (a) to (j), inclusive, if at the time of, and after giving
effect to, the creation or assumption of such lien, the aggregate amount of all
outstanding Indebtedness of the Company and its Restricted Subsidiaries (without
duplication) secured by all liens not so permitted by the foregoing clauses (a)
through (j), inclusive, together with the Attributable Debt (as defined below)
in respect of Sale and Lease-Back Transactions (as defined below) permitted by
paragraph (a) under "Limitation on Sale and Lease-Back Transactions" below does
not exceed the greater of $100,000,000 and 10% of Consolidated Net Worth (as
defined below); and (l) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part, of any lien referred
to in the foregoing clauses (a) to (k), inclusive, except that the principal
amount of Indebtedness secured thereby unless otherwise excepted under clauses
(a) through (k) shall not exceed the principal amount of Indebtedness so secured
at the time of such extension, renewal or replacement and that such extension,
renewal or replacement and shall be limited to all or part of the assets (or any
replacement therefor) which secured the lien so extended, renewed or replaced
(plus improvements and construction on real property).
LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. The Company will not, and
will not permit any Subsidiary to, enter into any Sale and Lease-Back
Transaction with respect to a Principal Property unless (a) the Company or such
Restricted Subsidiary would, at the time of entering into a Sale and Lease-Back
Transaction, be entitled to incur Indebtedness secured by a lien on the
Principal Property to be leased in an amount at least equal to the Attributable
Debt in respect of such transaction, without equally and ratably securing the
Debt Securities pursuant to the provisions described under "Limitations on
Liens" above, or (b) the direct or indirect proceeds of the sale of the
Principal Property to be leased are at least equal to their fair value (as
determined by the Company's Board of Directors) and an amount equal to the net
proceeds is applied, within 180 days of the effective date of such transaction,
to the purchase or acquisition (or, in the case of real property, commencement
of the construction) of property or assets or to the retirement (other than at
maturity or pursuant to a mandatory sinking fund or mandatory redemption
provision) of Debt Securities, or of Funded Indebtedness (as defined below) of
the Company that ranks on a parity with the Debt Securities or of Funded
Indebtedness of a consolidated Subsidiary of the Company (subject to credits for
certain voluntary retirement of Funded Indebtedness and certain delivery of Debt
Securities to the Trustee for retirement and cancellation).
LIMITATION ON INDEBTEDNESS OF SUBSIDIARIES. (a) The Company will not cause
or permit any Subsidiary (which is not a Guarantor), directly or indirectly, to
create, incur, assume, guarantee or otherwise in any manner become liable for
the payment of or otherwise incur (collectively, "incur"), any Indebtedness
(including any Acquired Indebtedness but excluding any Permitted Subsidiary
Indebtedness) unless such Subsidiary simultaneously executes and delivers a
supplemental indenture providing for a Guarantee of the Debt Securities.
(b) Notwithstanding the foregoing, any Guarantee by a Subsidiary of the
Debt Securities shall provide by its terms that it (and all liens securing
the same) shall be automatically and unconditionally released and discharged
upon (i) any sale, exchange or transfer, to any Person not an Affiliate of
the Company, of all of the Company's equity interests in, or all or
substantially all the assets of, such Subsidiary, which transaction is in
compliance with the terms of the Indenture and such Subsidiary is released
from all guarantees, if any, by it of other Indebtedness of the Company or
any Subsidiaries, (ii) the payment in full of all obligations under the
Indebtedness giving rise to such Guarantee or (iii) with respect to
Indebtedness described in clause (a) above constituting guarantees, the
release by the holders of such Indebtedness of the guarantee by such
Subsidiary (including any deemed release
13
upon payment in full of all obligations under such Indebtedness), at such
time as (A) no other Indebtedness (other than Permitted Subsidiary
Indebtedness) has been guaranteed by such Subsidiary, as the case may be, or
(B) the holders of all such other Indebtedness which is guaranteed by such
Subsidiary also release the guarantee by such Subsidiary (including any
deemed release upon payment in full of all obligations under such
Indebtedness).
(c) For purposes of this covenant, any Acquired Indebtedness shall not
be deemed to have been incurred until 180 days from the date (A) the Person
obligated on such Acquired Indebtedness becomes a Subsidiary or (B) the
acquisition of assets in connection with which such Acquired Indebtedness
was assumed is consummated.
DEFINITIONS. "Acquired Indebtedness" means Indebtedness of a Person (i)
existing at the time such Person becomes a Restricted Subsidiary or (ii) assumed
in connection with the acquisition of assets by such Person, in each case, other
than Indebtedness incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary or such acquisition, as the case may be.
"Affiliate" means, with respect to any specified Person: (i) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person; (ii) any other Person that
owns, directly or indirectly, 10% or more of such specified Person's Capital
Stock or any officer or director of any such specified Person; or (iii) any
other Person 10% or more of the Voting Stock of which is beneficially owned or
held directly or indirectly by such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Attributable Debt" means in connection with a Sale and Lease-Back
Transaction, as of any particular time, the aggregate of present values
(discounted at a rate per annum equal to the average interest borne by all
outstanding Debt Securities determined on a weighted average basis and
compounded semi-annually) of the obligations of the Company or any Restricted
Subsidiary for net rental payments during the remaining term of the applicable
lease (including any period for which such lease has been extended or may, at
the option of the lessor, be extended). The term "net rental payments" under any
lease of any period shall mean the sum of the rental and other payments required
to be paid in such period by the lessee thereunder, not including, however, any
amounts required to be paid by such lessee (whether or not designated as rental
or additional rental) on account of maintenance and repairs, reconstruction,
insurance, taxes, assessments, water rates or similar charges required to be
paid by such lessee thereunder or any amounts required to be paid by such lessee
thereunder contingent upon the amount of sales, maintenance and repairs,
reconstruction, insurance, taxes, assessments, water rates or similar charges.
"Capital Stock" of any Person means any and all shares, interests,
participations, rights in or other equivalents (however designated) of such
Person's capital stock, other equity interests whether now outstanding or issued
after the date of the Indenture, partnership interests (whether general or
limited), any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person and any rights (other than debt securities convertible into
Capital Stock), warrants or options exchangeable for or convertible into such
Capital Stock.
"Consolidated Net Worth" means, at any date, the total assets less the total
liabilities, in each case appearing on the most recently prepared consolidated
balance sheet of the Company and its subsidiaries as of the end of a fiscal
quarter of the Company, prepared in accordance with United States generally
accepted accounting principles as in effect on the date of calculation.
"Consolidated Tangible Assets" means, at any date, the total assets less all
intangible assets appearing on the most recently prepared consolidated balance
sheet of the Company and its subsidiaries as of the end
14
of a fiscal quarter of the Company, prepared in accordance with United States
generally accepted accounting principles as in effect on the date of
calculation. "Intangible Assets" means the amount (if any) which would be stated
under the heading "Costs in Excess of Net Assets of Acquired Companies" or under
any other heading relating to intangible assets separately listed, in each case
on the face of the aforesaid consolidated balance sheet.
"Funded Indebtedness" means any Indebtedness maturing by its terms more than
one year from the date of the determination thereof, including any Indebtedness
renewable or extendible at the option of the obligor to a date later than one
year from the date of the determination thereof.
"Guarantee" means the unconditional and unsubordinated guarantee by Tyco or
any Guarantor of the due and punctual payment of the principal of and interest
on the Debt Securities (including premium and Additional Amounts, if any) when
and as the same shall become due and payable, whether at the stated maturity, by
acceleration, call for redemption or otherwise, in accordance with the terms of
such Debt Securities and the Indenture.
"Guarantor" means Tyco or any Subsidiary that after the date of the
Indenture executes a guarantee of the Debt Securities contemplated by the
"Limitation on Indebtedness of Subsidiaries" covenant, until a successor
replaces such party pursuant to the applicable provisions of the Indenture and,
thereafter, shall mean such successor.
"Indebtedness" means, without duplication, the principal or face amount of
(i) all obligations for borrowed money, (ii) all obligations evidenced by
debentures, notes or other similar instruments, (iii) all obligations in respect
of letters of credit or bankers acceptances or similar instruments (or
reimbursement obligations with respect thereto), (iv) all obligations to pay the
deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business, (v) all obligations as lessee which
are capitalized in accordance with United States generally accepted accounting
principles, and (vi) all Indebtedness of others guaranteed by the Company or any
of its Subsidiaries or for which the Company or any of its Subsidiaries is
legally responsible or liable (whether by agreement to purchase indebtedness of,
or to supply funds or to invest in, others).
"Permitted Subsidiary Indebtedness" means any of the following: (i)
Indebtedness in an aggregate amount, without duplication, not to exceed, as of
the date of determination, 5% of the Consolidated Tangible Assets of the Company
(excluding any Indebtedness described in clauses (ii) through (viii) herein);
(ii) Indebtedness owed to the Company, Tyco or any Subsidiary; (iii) obligations
under standby letters of credit or similar arrangements supporting the
performance of a Person under a contract or agreement in the ordinary course of
business; (iv) obligations as lessee in the ordinary course of business which
are capitalized in accordance with United States generally accepted accounting
principles; (v) Indebtedness that was Permitted Subsidiary Indebtedness at the
time that it was first incurred; (vi) Acquired Indebtedness that by its terms is
not callable or redeemable prior to its stated maturity and that remains
outstanding following such time as the Subsidiary obligated under such Acquired
Indebtedness in good faith has made or caused to be made an offer to acquire all
such Indebtedness on terms which, in the opinion of an investment bank of
national reputation and standing, are consistent with market practices in
existence at the time for offers of a similar nature, provided that the initial
expiration date of any such offer shall be not later than the expiration of the
time period set forth in paragraph (c) of the "Limitation of Indebtedness of
Subsidiaries" covenant; (vii) Indebtedness outstanding on the date of the
Indenture and (viii) any renewals, extensions, substitutions, refundings,
refinancings or replacements (collectively, a "refinancing") of any Indebtedness
referred to in clause (vii) of this definition of "Permitted Subsidiary
Indebtedness" of a Subsidiary organized under a jurisdiction other than the
United States or any State thereof or the District of Columbia, including any
successive refinancings so long as the borrower under such refinancing is such
Subsidiary and the aggregate principal amount of Indebtedness represented
thereby (or if such Indebtedness provides for an amount less than the principal
amount thereof to be due and payable upon a declaration of acceleration of the
maturity thereof, the original issue price of such Indebtedness plus any
accreted value attributable thereto since the original issuance of such
Indebtedness)
15
is not increased by such refinancing plus the lesser of (A) the stated amount of
any premium or other payment required to be paid in connection with such a
refinancing pursuant to the terms of the Indebtedness being refinanced or (B)
the amount of premium or other payment actually paid at such time to refinance
the Indebtedness, plus, in either case, the amount of expenses of such
Restricted Subsidiary incurred in connection with such refinancing.
"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Principal Property" means any manufacturing, processing or assembly plant
or facility or any warehouse or distribution facility which is used by any U.S.
Subsidiary after the date hereof, other than any such plants, facilities,
warehouses or portions thereof, which in the opinion of the Board of Directors
of the Company, are not collectively of material importance to the total
business conducted by the Company and its Restricted Subsidiaries as an
entirety, or which, in each case, has a book value, on the date of the
acquisition or completion of the initial construction thereof by the Company, of
less than 1.5% of Consolidated Tangible Assets.
"Restricted Subsidiary" means any Subsidiary which owns or leases a
Principal Property.
"Sale and Lease-Back Transaction" means an arrangement with any Person
providing for the leasing by the Company or a Restricted Subsidiary of any
Principal Property whereby such Principal Property has been or is to be sold or
transferred by the Company or a Restricted Subsidiary to such Person; provided,
however, that the foregoing shall not apply to any such arrangement involving a
lease for a term, including renewal rights, for not more than three years.
"Subsidiary" means any corporation of which at least a majority of the
outstanding securities having voting power under ordinary circumstances for the
election of the board of directors of said corporation shall at the time
directly or indirectly be owned or controlled by the Company or by one or more
Subsidiaries or by the Company and one or more Subsidiaries or by one or more
Subsidiaries.
"Voting Stock" of a Person means Capital Stock of such Person of the class
or classes pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such Person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).
MERGER, CONSOLIDATION, SALE OR CONVEYANCE
The Indenture provides that unless otherwise provided in any supplemental
indenture and described in the applicable Prospectus Supplement, neither the
Company, Tyco nor any other Guarantor will merge or consolidate with any other
corporation and will not sell or convey all or substantially all of its assets
to any person, unless the Company, Tyco or such other Guarantor, as the case may
be, shall be the continuing corporation, or the successor corporation or person
that acquires all or substantially all of the assets of the Company, Tyco or
such other Guarantor, as the case may be, and shall expressly assume the payment
of principal of, premium, if any, and interest on the Debt Securities and the
observance of all the covenants and agreements under the Indenture to be
performed or observed by the Company, Tyco or such other Guarantor, as the case
may be, and immediately after such merger, consolidation, sale or conveyance,
the Company, Tyco or such other Guarantor, as the case may be, such person or
such successor corporation shall not be in default in the performance of the
covenants and agreements of the Indenture to be performed or observed by the
Company, Tyco or such other Guarantor, as the case may be; provided that the
foregoing shall not apply to a Guarantor other than Tyco if in connection with
any such merger, consolidation, sale or conveyance the Guarantee of such
Guarantor is released and discharged pursuant to paragraph (b) of the
"Limitation on Indebtedness of Subsidiaries" covenant.
16
EVENTS OF DEFAULT
Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, an Event of Default with respect to Debt
Securities of any series issued under the Indenture is defined in the Indenture
as being: default for 30 days in payment of any interest upon any Debt
Securities of such series; default in any payment of principal of or premium, if
any, on any Debt Securities of such series (including any sinking fund payment);
default by the Company, Tyco or any other Guarantor in performance of any other
of the covenants or agreements in respect of the Debt Securities of such series
or the Indenture which shall not have been remedied for a period of 90 days
after written notice to the Company by the Trustee or the holders of at least
25% of the principal amount of all Debt Securities of all affected series, as
provided in the supplemental indenture relating thereto and described in the
applicable Prospectus Supplement, specifying that such notice is a "Notice of
Default" under the Indenture; default by the Company, Tyco or any other
Guarantor in the payment at the final maturity thereof, after the expiration of
any applicable grace period, of principal of, premium, if any, or interest on
Indebtedness for money borrowed (other than Non-Recourse Indebtedness, as
defined) in the principal amount then outstanding of $50,000,000 or more, or
acceleration of any Indebtedness in such principal amount so that it becomes due
and payable prior to the date on which it would otherwise have become due and
payable and such acceleration is not rescinded within ten business days after
notice to the Company by the Trustee or the holders of at least 25% of the
principal amount of all of the Debt Securities at the time outstanding (treated
as one class); any Guarantee ceases to be, or the Company or any Guarantor
asserts in writing that such Guarantee is not in full force and effect and
enforceable in accordance with its terms; certain events involving bankruptcy,
insolvency or reorganization of the Company, Tyco or any other Guarantor; or any
other Event of Default established for the Debt Securities of such series set
forth in the accompanying Prospectus Supplement. Unless otherwise provided in
any supplemental indenture and described in the applicable Prospectus
Supplement, the Indenture provides that the Trustee shall transmit notice of any
uncured default under the Indenture with respect to any series, within 90 days
after the occurrence of such default, to the holders of Debt Securities of each
affected series, except that the Trustee may withhold notice to the holders of
any series of the Debt Securities of any default (except in payment of principal
of, premium, if any, or interest on, such series of Debt Securities) if the
Trustee considers it in the interest of the holders of such series of Debt
Securities to do so.
Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, (a) if an Event of Default due to the default
in payment of principal of, premium, if any, or interest on, any series of Debt
Securities issued under the Indenture or due to the default in the performance
or breach of any other covenant or agreement of the Company, Tyco or any
Guarantor applicable to the Debt Securities of such series but not applicable to
all outstanding Debt Securities issued under the Indenture shall have occurred
and be continuing, either the Trustee or the holders of not less than 25% in
principal amount of the Debt Securities of each affected series issued under the
Indenture and then outstanding (each such series voting as a separate class) may
declare the principal of all Debt Securities of such affected series and
interest accrued thereon to be due and payable immediately; and (b) if an Event
of Default due to a default in the performance of any other of the covenants or
agreements in the Indenture applicable to all outstanding Debt Securities issued
thereunder and then outstanding, or due to a default in payment at final
maturity upon or acceleration of indebtedness for money borrowed in the
principal amount then outstanding of $50,000,000 or more, or to certain events
of bankruptcy, insolvency and reorganization of the Company, Tyco or any
Guarantor shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of all Debt Securities issued
under the Indenture and then outstanding (treated as one class) may declare the
principal of all such Debt Securities and interest accrued thereon to be due and
payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in payment
of principal of, premium, if any, or interest on such Debt Securities) by the
holders of a majority in principal amount of the Debt Securities of all such
affected series then outstanding (each such series voting as a separate class or
all such Debt Securities voting as a single class, as the case may be).
17
Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, the holders of a majority in principal amount
of the Debt Securities of each series then outstanding and affected (with each
series voting as a separate class) shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee with respect to the Debt Securities of such series under the Indenture,
subject to certain limitations specified in the Indenture, provided that the
holders of such Debt Securities shall have offered to the Trustee reasonable
indemnity against expenses and liabilities.
Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, the Indenture provides that no holder of Debt
Securities of any series may institute any action against the Company under the
Indenture (except actions for payment of overdue principal, premium, if any, or
interest) unless such holder previously shall have given to the Trustee written
notice of default and continuance thereof and unless the holders of not less
than 25% in principal amount of the Debt Securities of each affected series
(with each series voting as a separate class) issued under the Indenture and
then outstanding shall have requested the Trustee to institute such action and
shall have offered the Trustee reasonable indemnity, and the Trustee shall not
have instituted such action within 60 days of such request, and the Trustee
shall not have received direction inconsistent with such written request by the
holders of a majority in principal amount of the Debt Securities of each
affected series (with each series voting as a separate class) issued under such
Indenture and then outstanding.
Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, the Indenture requires the annual filing by
the Company with the Trustee of a written statement as to compliance with the
covenants and agreements contained in the Indenture.
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, the Company may discharge or defease its
obligations under the Indenture as set forth below.
Under terms satisfactory to the Trustee, the Company may discharge this
Indenture with respect to any series of Debt Securities issued under the
Indenture which have not already been delivered to the Trustee for cancellation
and which have either become due and payable or are by their terms due and
payable within one year (or which may be called for redemption within one year)
by irrevocably depositing with the Trustee cash or direct obligations of the
United States as trust funds in an amount certified to be sufficient to pay at
maturity (or upon redemption) the principal of, premium, if any, and interest
and Additional Amounts, if any, on such Debt Securities. However, the Company
may not thereby avoid its duty to register the transfer or exchange of such
series of Debt Securities, to replace any mutilated, destroyed, lost or stolen
Debt Securities of such series or to maintain an office or agency in respect of
such series of Debt Securities.
In the case of any series of Debt Securities in respect of which the exact
amounts of principal of and interest due on such series can be determined at the
time of making the deposit referred to below, the Company at its option at any
time may also (i) discharge any and all of its obligations to holders of such
series of Debt Securities issued under the Indenture ("defeasance"), but may not
thereby avoid its duty to register the transfer or exchange of such series of
Debt Securities, to replace any mutilated, destroyed, lost, or stolen Debt
Securities of such series or to maintain an office or agency in respect of such
series of Debt Securities or (ii) be released with respect to any outstanding
series of Debt Securities issued under the Indenture from the obligations
imposed by the covenants described under the captions "Covenants" and "Merger,
Consolidation, Sale or Conveyance" above and omit to comply with such covenants
without creating an Event of Default ("covenant defeasance"). Defeasance or
covenant defeasance may be effected only if, among other things: (i) the Company
or Tyco irrevocably deposits with the Trustee cash and/or direct obligations of
the United States, as trust funds in an amount certified by a nationally
recognized firm of independent public accountants or a nationally recognized
investment banking firm to be sufficient to pay each installment of principal
of, premium, if any, and interest and Additional Amounts,
18
if any, on all outstanding Debt Securities of such series issued under the
Indenture on the dates such installments of principal, premium, if any, and
interest are due; (ii) no default or Event of Default shall have occurred and be
continuing on the date of the deposit referred to in clause (i) or, in respect
of certain events of bankruptcy, insolvency or reorganization, during the period
ending on the 91st day after the date of such deposit (or any longer applicable
preference period); and (iii) the Company delivers to the Trustee (A) an opinion
of counsel to the effect that the holders of such series of Debt Securities will
not recognize any income, gain or loss for United States federal income tax
purpose as a result of such deposit and defeasance or covenant defeasance, as
applicable, and will be subject to United States federal income tax on the same
amounts and in the same manner and at the same times as would have been the case
if such deposit and defeasance or covenant defeasance, as applicable, had not
occurred (in the case of defeasance, such opinion must be based on a ruling of
the Internal Revenue Service or a change in United States federal income tax law
occurring after the date of the Indenture) and (B) an opinion of counsel to the
effect that (x) payments from the defeasance trust will be free and exempt from
any and all withholding and other taxes imposed or levied by or on behalf of
Luxembourg or any political subdivision thereof having the power to tax, and (y)
holders of such series of Debt Securities will not recognize any income, gain or
loss for Luxembourg income tax and other tax purposes as a result of such
deposit and defeasance or covenant defeasance, as applicable, and will be
subject to Luxembourg income tax and other tax on the same amounts, in the same
manner and at the same times as would have been the case if such deposit and
defeasance or covenant defeasance, as applicable, had not occurred.
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company, Tyco and the
Trustee, with the consent of the holders of not less than a majority of
principal amount of the Debt Securities at the time outstanding of all series
affected (voting as one class), to modify the Indenture or any supplemental
indenture or the rights of the holders of the Debt Securities, except that no
such modification shall (i) extend the final maturity of any of the Debt
Securities or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof, or reduce the amount of any original issue discount security
payable upon acceleration or provable in bankruptcy or impair or affect the
right of any holder of the Debt Securities to institute suit for the payment
thereof without the consent of the holder of each of the Debt Securities so
affected or (ii) reduce the aforesaid percentage in principal amount of Debt
Securities, the consent of the holders of which is required for any such
modification, without the consent of the holders of all Debt Securities then
outstanding.
The Indenture contains provisions permitting the Company, Tyco and the
Trustee, without the consent of any holders of Debt Securities, to enter into a
supplemental indenture, among other things, for purposes of curing any ambiguity
or correcting or supplementing any provision contained in the Indenture or in
any supplemental indenture or making other provisions in regard to the matters
or questions arising under the Indenture or any supplemental indenture as the
Board of Directors of the Company deems necessary or desirable and which does
not adversely affect the interests of the holders of Debt Securities in any
material respect. The Company, Tyco and the Trustee, without the consent of any
holders of Debt Securities, may also enter into a supplemental indenture to
establish the form or terms of any series of Debt Securities as are not
otherwise inconsistent with any of the provisions of the Indenture.
CONCERNING THE TRUSTEE
The Trustee may hold Debt Securities, act as a depository for funds of, make
loans to, or perform other services for, the Company and its Subsidiaries as if
it were not the Trustee.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters or dealers,
and also may sell Debt Securities directly to other purchasers or through
agents. Each Prospectus Supplement will describe the method of distribution of
the offered Securities.
19
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Securities for whom they may
act as agents in the form of discounts, concessions, or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions, or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers, and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on the
resale of Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act. Any such underwriter or agent will be
identified, and any such compensation received from the Company will be
described, in the Prospectus Supplement.
Underwriters and agents who participate in the distribution of Debt
Securities may be entitled under agreements which may be entered into by the
Company to indemnification by the Company and Tyco against certain liabilities,
including liabilities under the Securities Act.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase offered Debt Securities from
the Company pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
the offered Debt Securities shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
LEGAL MATTERS
Certain U.S. legal matters regarding the Debt Securities and the Guarantees
will be passed upon for Tyco and the Company by Kramer, Levin, Naftalis &
Frankel, New York, New York, counsel to Tyco and the Company. Joshua M. Berman,
a director and vice president of Tyco, is counsel to Kramer, Levin, Naftalis &
Frankel. Mr. Berman owns beneficially 64,000 common shares of Tyco. Certain
matters under the laws of Bermuda related to the Guarantees of Tyco will be
passed upon for Tyco by Appleby, Spurling & Kempe, Hamilton, Bermuda, Bermuda
counsel to Tyco. Certain matters under the laws of Luxembourg related to the
Debt Securities will be passed upon by Zeyen Beghin Feider Loeff Claeys Verbeke,
Luxembourg counsel to the Company.
EXPERTS
The consolidated financial statements and financial statement schedule
included in Tyco's Transition Report on Form 10-K for fiscal year ended
September 30, 1997 and included in Tyco's Current Report on Form 8-K dated April
23,filed on December 10, 1998,
and incorporated by reference in this prospectusdocument, give retroactive effect to the
merger between Tyco International Ltd. and Unites States Surgical Corporation,
and have been audited by Coopers & Lybrand,PricewaterhouseCoopers, independent public accountants, as set
forth in their reportsreport included therein. In those reports,its report, that firm states that
with respect to certain subsidiaries its opinion is based onupon the reports of
other independent public accountants, namely CoopersArthur Andersen LLP and Deloitte & Lybrand L.L.P. and Arthur AndersenTouche
LLP. The consolidated financial statements and financial statement schedule
referred to above have been incorporated herein in reliance upon said reports
given upon the authority of thosesuch firms as experts in accounting and auditing.
20The combined financial statements of The Sherwood-Davis & Geck Group as of
and for the year ended December 31, 1997 included in Tyco's Current Report on
Form 8-K/A filed on May 13, 1998 and incorporated by reference in this document
have been audited by Arthur Andersen LLP, independent public accountants, as set
forth in their report included therein, and have been so incorporated in
reliance upon the report of said firm and upon the authority of said firm as
experts in accounting and auditing.
12
SHARES
TYCO INTERNATIONAL LTD.
COMMON SHARES
------------------------
PROSPECTUS
------------------------
, 1999
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONDISTRIBUTION.
The estimatedRegistrant estimates that expenses payable by the Registrant in
connection with the issuance and distribution of
the Debt Securities covered byoffering described in this Registration Statement areregistration statement will be as
follows:
TOTAL
---------
SEC registration fee (actual)................................... $1,106,250
Printing........................................................ $ 6,196
Accounting fees and engraving expenses................................. 100,000expenses......................................................... $
Legal fees and expenses......................................... 100,000
Accounting fees and expenses.................................... 50,000
Miscellaneous................................................... 68,750expenses.............................................................. $
Printing expenses.................................................................... $
Miscellaneous expenses............................................................... $
---------
Total........................................................... $1,425,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bye-Law 102 of Tyco's Bye-Lawsthe Tyco Bye-laws provides, in part, that Tyco shall
indemnify its directors and other officers for all costs, losses and expenses
which they may incur in the performance of their duties as director or officer,
provided that such indemnification is not otherwise prohibited under the
Companies Act 1981 (as amended) of Bermuda. Section 98 of the Companies Act 1981
(as amended) prohibits such indemnification against any liability arising out of
the fraud or dishonesty of the director or officer. However, such section permits
Tyco to indemnify a director or officer against any liability incurred by him in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favor or in which he is acquitted or when other similar relief is granted
to him.
Tyco maintains $75 million of insurance to reimburse itsthe directors and
officers of Tyco and its subsidiaries for charges and expenses incurred by them
for wrongful acts claimed against them by reason of their being or having been
directors or officers of Tyco the Companyand or any subsidiary thereof.of its subsidiaries. Such insurance
specifically excludes reimbursement of any director or officer for any charge or
expense incurred in connection with various designated matters, including libel
or slander, illegally obtained personal profits, profits recovered by Tyco
pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty.
II-1
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
1.1 -- Form of Underwriting Agreement*
3.1 -- Memorandum of Association (as altered) of Tyco (incorporating all amendments to
May 26, 1992) (incorporated by reference(previously filed as an Exhibit to Tyco's Annual Report on Form
10-K for the year ended December 31, 1992)
3.2 -- Certificate of Incorporation on Change of Name of Tyco (previously filed as an Exhibit to Tyco's
Current Report on Form 8-K filed July 10, 1997)
3.3 -- Bye-Laws of Tyco (incorporating all amendments(previously filed as an Exhibit to Tyco's Form S-3 filed April 23, 1998)
4.1 Rights Agreement between Tyco and Citibank, N.A. dated as of November 6, 1996 (previously filed as an
Exhibit to Tyco's Form 8-A dated November 12, 1996)
4.2 First Amendment between Tyco and Citibank, N.A. dated as of March 27, 1998)
3.4 -- Articles3, 1997 to Rights Agreement between
Tyco and Citibank, N.A. dated as of AssociationNovember 6, 1996 (previously filed as an Exhibit to Tyco's Form
8-A/A dated March 3, 1997)
II-1
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
4.3 Second Amendment between Tyco and Citibank, N.A. dated as of the Company
4.1 --July 2, 1997 to Rights Agreement between
Tyco and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit to Tyco's Form
of Indenture
4.2 -- Form of Debt Securities*8-A/A dated July 2, 1997)
5.1 -- Form of Opinion of Appleby, Spurling & Kempe
5.2 --Kempe*
10.1 Agreement and Plan of Merger, dated February 4, 1997, by and among United States Surgical
Corporation, USSC Del Medical, Inc. and Progressive Angioplasty Systems, Inc.
10.2 First Amendment, dated August 6, 1997, by and between United States Surgical Corporation, USSC Del
Medical, Inc. and Progressive Angioplasty Systems, Inc.
10.3 Agreement and Plan of Merger, dated May 25, 1998, among Tyco International Ltd., T11 Acquisition
Corp. and United States Surgical Corporation (previously filed as an Exhibit to Tyco's Form of Opinion of Zeyen Beghin Feider Loeff Claeys Verbeke
5.3 -- Form of Opinion of Kramer, Levin, Naftalis & Frankel
12 -- Statement of Computation of Ratio of Earnings to Fixed ChargesS-4 filed
July 14, 1998)
23.1 -- Consent of Coopers & LybrandPricewaterhouseCoopers
23.2 -- Consent of Coopers & Lybrand L.L.P.
23.3 -- Consent of Arthur Andersen LLP 24 -- Powers(Houston)
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Arthur Andersen LLP (Roseland)
23.5 Consent of Appleby, Spurling & Kempe (contained in the opinion filed as Exhibit 5.1 hereto)*
24.1 Power of Attorney (contained on the signature pages hereto)
25 -- Statementpage of Eligibility of Trustee on Form T-1this registration statement)
- ------------------------
* To be filed by amendment or under cover of Form 8-K and incorporated herein
by reference.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons controllingof the
RegistrantsRegistrant pursuant to the foregoing provisions, or otherwise, the Registrants haveRegistrant
has been informedadvised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the RegistrantsRegistrant of expenses incurred
or paid by a director, officer or controlling person of the RegistrantsRegistrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the RegistrantsRegistrant will, unless in the opinion of theirits counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Each of theThe undersigned RegistrantsRegistrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i)registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)Act;
ii. To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statementregistration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of II-2
ITEM 17. UNDERTAKINGS (CONTINUED)
securities offered (if the total dollar value of
securities offered would not exceed
II-2
that which was registered) and any deviation from the low or
high end of the estimated maximum aggregate
offering rangeprice may be reflected in the form of prospectus filed with the
CommissionSEC pursuant to Rule 424(b) under the Securities Act, if in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; (iii)and
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statementregistration statement or
any material change to such information in the Registration Statement;
provided, however,registration statement;
PROVIDED, HOWEVER, that paragraphs (1)clauses (i) and (1)(ii) do not apply if the
Registration Statementregistration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphssuch clauses is contained in periodic reports filed with or furnished
to the Commission by the RegistrantsRegistrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fideBONA FIDE offering thereof.thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Each of theThe undersigned RegistrantsRegistrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statementregistration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fideBONA FIDE offering thereof.
Each of theThe undersigned RegistrantsRegistration hereby undertakes that: (1) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration Statementregistration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
RegistrantsRegistrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this Registration Statementregistration statement as of the time it was
declared effective; and (2) for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new Registration Statementregistration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fideBONA FIDE offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statementregistration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Exeter, State of New Hampshire, on the 23rd2nd day of April, 1998.
TYCO INTERNATIONAL LTD.
BY: /S/ MARK H. SWARTZ
-----------------------------------------
Mark H. Swartz
EXECUTIVE VICE PRESIDENT--March,
1999.
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
-----------------------------------------
Mark H. Swartz
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints L. DENNIS KOZLOWSKI AND MARK H. SWARTZ, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statementregistration statement (including all pre-effective and
post-effective amendments)amendments which incorporate this registration statement by
reference), and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statementregistration statement has been signed by the following persons on April 23,
1998March 2, 1999
in the capacities indicated below.
SIGNATURENAME TITLE
- ------------------------------ -----------------------------------------------------
/s/ L. DENNIS KOZLOWSKI Chairman of the Board,
/s/- ------------------------------ President,
L. DENNIS KOZLOWSKI President,Dennis Kozlowski Chief
- ------------------------------ Executive Officer
and
L. Dennis Kozlowski Director
(Principal Executive
Officer)
/s/ MICHAEL A. ASHCROFT Director
- ------------------------------
Michael A. Ashcroft
/s/ JOSHUA M. BERMAN Director
- ------------------------------
Joshua M. Berman
/s/ RICHARD S. BODMAN Director
- ------------------------------
Richard S. Bodman
II-4
NAME TITLE
- ------------------------------ --------------------------
/s/ JOHN F. FORT Director
- ------------------------------
John F. Fort
/s/ STEPHEN W. FOSS Director
- ------------------------------
Stephen W. Foss
/s/ RICHARD A. GILLELAND Director
- ------------------------------
Richard A. Gilleland
SIGNATURE TITLE
- ------------------------------ ---------------------------
/s/ PHILIP M. HAMPTON Director
- ------------------------------
Philip M. Hampton
/s/ JAMES S. PASMAN, JR. Director
- ------------------------------
James S. Pasman, Jr.
/s/ W. PETER SLUSSER Director
- ------------------------------
W. Peter Slusser
Executive Vice President
/s/ MARK H. SWARTZ Executive Vice President
- ------------------------------ and
Mark H. Swartz Chief Financial - ------------------------------ Officer
(Principal
Mark H. Swartz Financial and
Accounting Officer)
/s/ FRANK E. WALSH, JR. Director
- ------------------------------
Frank E. Walsh, Jr.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Luxembourg, on the 23rd day of April, 1998.
TYCO INTERNATIONAL GROUP S.A.
BY: /S/ RICHARD W. BRANN
-----------------------------------------
Richard W. Brann
MANAGING DIRECTOR
(PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER)
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints RICHARD W. BRANN AND MARK H. SWARTZ, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement (including all pre-effective and
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 23,
1998 in the capacities indicated below.
SIGNATURE TITLE
- ------------------------------ ---------------------------
/s/ TEUNIS CH. AKKERMAN Director
- ------------------------------
Teunis Ch. Akkerman
/s/ RICHARD W. BRANN Managing Director
- ------------------------------
Richard W. Brann
/s/ BYRON S. KALOGEROU Managing Director
- ------------------------------
Byron S. Kalogerou
EXHIBIT INDEX TO EXHIBITS
EXHIBIT NUMBERED
NUMBERNO. DESCRIPTION
PAGE
- ----------- -------------------------------------------------------------------------------------------- ---------------------------- -----------------------------------------------------------------------------------------------------
1.1 --Form of Underwriting Agreement*
3.1 --MemorandumMemorandum of Association (as altered) of Tyco (incorporating all amendments to May 26,
1992) (incorporated by reference(previously filed as an Exhibit to Tyco's Annual Report on Form
10-K for the year ended December 31, 1992)
3.2 --CertificateCertificate of Incorporation on Change of Name of Tyco (previously filed as an Exhibit to Tyco's
Current Report on Form 8-K filed July 10, 1997)
3.3 --Bye-LawsBye-Laws of Tyco (incorporating all amendments(previously filed as an Exhibit to Tyco's Form S-3 filed April 23, 1998)
4.1 Rights Agreement between Tyco and Citibank, N.A. dated as of November 6, 1996 (previously filed as an
Exhibit to Tyco's Form 8-A dated November 12, 1996)
4.2 First Amendment between Tyco and Citibank, N.A. dated as of March 27, 1998)
3.4 --Articles3, 1997 to Rights Agreement between
Tyco and Citibank, N.A. dated as of AssociationNovember 6, 1996 (previously filed as an Exhibit to Tyco's Form
8-A/A dated March 3, 1997)
4.3 Second Amendment between Tyco and Citibank, N.A. dated as of the Company
4.1 --FormJuly 2, 1997 to Rights Agreement between
Tyco and Citibank, N.A. dated as of Indenture
4.2 --Form of Debt Securities*November 6, 1996 (previously filed as an Exhibit to Tyco's Form
8-A/A dated July 2, 1997)
5.1 --Form of Opinion of Appleby, Spurling & Kempe
5.2 --FormKempe*
10.1 Agreement and Plan of OpinionMerger, dated February 4, 1997, by and among United States Surgical
Corporation, USSC Del Medical, Inc. and Progressive Angioplasty Systems, Inc.
10.2 First Amendment, dated August 6, 1997, by and between United States Surgical Corporation, USSC Del
Medical, Inc. and Progressive Angioplasty Systems, Inc.
10.3 Agreement and Plan of Zeyen Beghin Feider Loeff Claeys Verbeke
5.3 --FormMerger, dated May 25, 1998, among Tyco International Ltd., T11 Acquisition
Corp. and United States Surgical Corporation (previously filed as an Exhibit to Tyco's Form S-4 filed
July 14, 1998)
23.1 Consent of Opinion of Kramer, Levin, Naftalis & Frankel
12 --Statement of Computation of Ratio of Earnings to Fixed Charges
23.1 --Consent of Coopers & LybrandPricewaterhouseCoopers
23.2 --Consent of Coopers & Lybrand L.L.P.
23.3 --ConsentConsent of Arthur Andersen LLP 24 --Powers(Houston)
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Arthur Andersen LLP (Roseland)
23.5 Consent of Appleby, Spurling & Kempe (contained in the opinion filed as Exhibit 5.1 hereto)*
24.1 Power of Attorney (contained on the signature pages hereto)
25 --Statementpage of Eligibility of Trustee on Form T-1this registration statement)
- ------------------------
* To be filed by amendment or under cover of Form 8-K and incorporated herein
by reference.