-----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, RYxdLZ1KxJZ9C68ZgDiEAVjpqFs0zWxZIy+cxnOGAftwUs0J2JUBKaVcQqS9xBfj qPZc+I6X1Qu7RfBIivh12A== 0001047469-99-003302.txt : 19990205 0001047469-99-003302.hdr.sgml : 19990205 ACCESSION NUMBER: 0001047469-99-003302 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990204 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: 99521065 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 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 (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 11. MATERIAL TO BE FILED AS EXHIBITS. Exhibit (a)(1) to the Schedule 14D-1, "Offer to Purchase," is hereby amended by restating the seventh paragraph of the Introduction to read as follows: "Donaldson, Lufkin & Jenrette Securities Corporation, the Company's financial advisor ("DLJ"), has delivered to the Company's Board of Directors its written opinion that the aggregate consideration to be received by the stockholders of the Company pursuant to the Merger Agreement and the Preferred Stock Purchase Agreement is fair to such stockholders from a financial point of view. The opinion of DLJ only relates to the fairness of the aggregate consideration to be paid to both the holders of Common Shares and Preferred Shares. The opinion does not address the fairness of the consideration to be received by the holders of Common Shares in the Offer, and does not constitute (i) a recommendation to any stockholder as to whether such stockholder should tender into the Offer or vote on the Merger or (ii) a judgment as to the appropriate allocation of consideration between the holders of Company Common Stock and Preferred Stock. A copy of the opinion rendered by DLJ to the Company's Board of Directors, setting forth the procedures followed, the matters considered, the scope of the review undertaken and the assumptions made by DLJ in arriving at its opinion, is attached as Annex I to the Company's Solicitation/Recommendation Statement on Schedule 14D-9, which is being distributed to the Company's stockholders herewith. Holders of Common Shares are urged to read such opinion in its entirety." Exhibit (a)(1) to the Schedule 14D-1, "Offer to Purchase," is hereby further amended by restating the third paragraph of Section 11 ("Contacts with the Company; Background of the Offer") to read as follows: "Beginning on December 1, 1998 and continuing through the end of December, Tyco conducted a due diligence investigation of the Company typical for transactions of this type. In the course of this investigation, Tyco personnel reviewed documentation and conducted discussions with the Company's management and other Company representatives concerning the Company's financial condition, monitoring facility, operations, environmental compliance, corporate history and other business and legal matters. The information reviewed by Tyco was consistent with the publicly available information regarding the Company. Tyco was also furnished, on behalf of the Company, with certain projected financial information regarding the Company. Tyco did not place any reliance whatsoever on the projected financial information. In particular, Tyco did not consider the projected financial information either in pricing the transaction or in making its determination to proceed with the transaction. Tyco operating personnel also visited the Company's monitoring facility during this period." Exhibit (a)(1) to the Schedule 14D-1, "Offer to Purchase," is further amended by restating the introduction to Section 15 ("Conditions to the Offer") to read as follows: "15. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other term of the Offer or the Merger Agreement, provided that no Common Shares have theretofore been accepted for payment or paid for, Purchaser shall not be required to accept for payment or pay for, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) of the Exchange Act, any Common Shares and may terminate or amend the Offer, if (i) the conditions that 4 (1) there shall be validly tendered and not withdrawn prior to the expiration of the Offer a number of Common Shares which represents at least 51% of the total number of issued and outstanding Common Shares and (2) the number of Common Shares tendered pursuant to the Offer together with the Preferred Shares subject to the Preferred Stock Purchase Agreement constitute at least 51% of the total voting power of the Company on a fully diluted basis, shall not each have been satisfied (the "Minimum Condition") or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer or (iii) at any time after the date of the Preferred Stock Purchase Agreement and prior to the Expiration Date, any of the following conditions exists:" 5 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 4, 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 4, 1999 T16 ACQUISITION CORP. By: /s/ MARK H. SWARTZ ----------------------------------------- Name: Mark H. Swartz Title: Vice President
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