-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RPekNIQzG/fhWdlz4KTS9z5eOev/ZEqn3zu8IjDQHuL3oidpm00WaDuEYSN0nQ7l uQjRP2iIopkH19SenJvnHA== 0001047469-99-006288.txt : 19990217 0001047469-99-006288.hdr.sgml : 19990217 ACCESSION NUMBER: 0001047469-99-006288 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990216 GROUP MEMBERS: T16 ACQUISITION GROUP GROUP MEMBERS: TYCO INTERNATIONAL LTD /BER/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALARMGUARD HOLDINGS INC CENTRAL INDEX KEY: 0000319250 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 330318116 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-30530 FILM NUMBER: 99543507 BUSINESS ADDRESS: STREET 1: 125 FRONTAGE ROAD STREET 2: STE 1880 CITY: ORANGE STATE: CT ZIP: 06477 BUSINESS PHONE: 2037959000 MAIL ADDRESS: STREET 1: 125 FRONTAGE ROAD STREET 2: STE 1880 CITY: ORANGE STATE: CT ZIP: 06477 FORMER COMPANY: FORMER CONFORMED NAME: TRITON GROUP LTD DATE OF NAME CHANGE: 19950328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: THE GIBBONS BUILDING STREET 2: 10 QUEENS STREET SUITE 301 CITY: HAMILTON HM 12 BERMU STATE: D0 BUSINESS PHONE: 4412928674 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL (US) INC STREET 2: ONE TYCO PARK CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 SC 14D1/A 1 SCHED 14D-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ALARMGUARD HOLDINGS, INC. (Name of Subject Company) TYCO INTERNATIONAL LTD. T16 ACQUISITION CORP. (Bidders) COMMON STOCK, PAR VALUE $.0001 PER SHARE (Title of class of securities) 011649100 (CUSIP number of class of securities) ------------------------ MARK H. SWARTZ, EXECUTIVE VICE PRESIDENT C/O TYCO INTERNATIONAL (US) INC. ONE TYCO PARK EXETER, NEW HAMPSHIRE 03833 (603) 778-9700 (Name, address and telephone number of person authorized to receive notices and communications on behalf of Bidders) with a copy to: ABBE L. DIENSTAG, ESQ. KRAMER LEVIN NAFTALIS & FRANKEL LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 715-9100 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Page 1 of 3 Pages) T16 Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly-owned subsidiary of Tyco International Ltd., a Bermuda company ("Tyco"), and Tyco hereby amend their Tender Offer Statement on Schedule 14D-1 dated January 15, 1999, as amended (the "Schedule 14D-1"), relating to Purchaser's offer to purchase all the outstanding shares of common stock, par value $.0001 per share, including the associated preferred stock purchase rights (the "Common Shares"), of Alarmguard Holdings, Inc., a Delaware corporation (the "Company"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) of the Schedule 14D-1 is hereby amended to add the following: The Offer of Purchaser to purchase all outstanding Common Shares of the Company expired at 12:00 midnight, New York City time, on Friday, February 12, 1999. The tendered Common Shares were accepted by Purchaser for payment, subject to the terms of the Offer. Tyco issued a press release on February 16, 1999, in which it disclosed that the Depositary had informed it that an aggregate of 5,244,761 Common Shares, representing approximately 94% of all the outstanding Common Shares (including Common Shares subject to guaranteed delivery procedures), were tendered and not withdrawn prior to the Expiration Date. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 of the Schedule 14D-1 is hereby amended to add the following: (a)(9)Press release, issued February 16, 1999. 2 SIGNATURE After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 16, 1999 TYCO INTERNATIONAL LTD. By: /s/ MARK H. SWARTZ -------------------------------------- Name: Mark H. Swartz Title: Executive Vice President and Chief Financial Officer
SIGNATURE After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 16, 1999 T16 ACQUISITION CORP. By: /s/ MARK H. SWARTZ -------------------------------------- Name: Mark H. Swartz Title: Vice President
3 EX-99.(A)(9) 2 EXHIBIT 99(A)(9) EXHIBIT 99(A)(9) TYCO INTERNATIONAL COMPLETES TENDER OFFER FOR ALARMGUARD HOLDINGS, INC. HAMILTON, Bermuda, Feb. 16 Tyco International Ltd. (NYSE; TYC; LSE: BSX), announced today that it has completed its $9.25 per share cash tender offer for all outstanding common shares of Alarmguard Holdings, Inc. (Amex: AGD) ("Alarmguard"). The offer expired by its terms at 12:00 midnight, New York City time, on February 12, 1999. According to American Stock Transfer & Trust Company, the depositary, 5,244,761 common shares, representing approximately 94% of the outstanding common shares of Alarmguard, were tendered by shareholders (including shares subject to guaranteed delivery) prior to the offer's expiration. Tyco International Ltd., a diversified manufacturing and service company, is the world's largest manufacturer and installer of fire protection systems, the largest provider of electronic security services, the largest manufacturer of flow control valves, and has strong leadership positions in disposable medical products, plastics and adhesives, electrical and electronic components and underwater telecommunications systems. The Company operates in more than 80 countries around the world and has expected fiscal 1999 revenues in excess of $17 billion. -----END PRIVACY-ENHANCED MESSAGE-----