SC TO-T/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934

(Amendment No. 14)

ADC Telecommunications, Inc.
(Name of Subject Company)

Tyco Electronics Minnesota, Inc.
Tyco Electronics Ltd.
(Names of Filing Persons—Offeror)

COMMON STOCK, PAR VALUE $0.20 PER SHARE
(Title of Class of Securities)
(including the associated preferred stock purchase rights)

000886-309
(Cusip Number of Class of Securities)

Robert A. Scott
Executive Vice President and General Counsel
Tyco Electronics Ltd.
1050 Westlakes Drive
Berwyn, Pennsylvania 19312
Telephone: (610) 893-9560
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copies to:
William H. Aaronson, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

        This Amendment No. 14 ("Amendment No. 14") amends and supplements the Tender Offer Statement on Schedule TO (as previously amended, the "Schedule TO") originally filed on July 26, 2010 by Tyco Electronics Ltd., a Swiss corporation ("Tyco Electronics"), and Tyco Electronics Minnesota, Inc., a Minnesota corporation and an indirect wholly owned subsidiary of Tyco Electronics ("Purchaser"), relating to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.20 per share (together with the associated preferred stock purchase rights, the "Shares"), of ADC Telecommunications, Inc., a Minnesota corporation ("ADC"), for $12.75 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 26, 2010 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer").

        All capitalized terms used in this Amendment No. 14 without definition have the meanings ascribed to them in the Schedule TO.

        The items of the Schedule TO set forth below, to the extent such items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as described below.

Items 1 through 9, and Item 11.

        Items 1 through 9, and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

        The Offer expired at 5:00 p.m., New York City time, on Wednesday, December 8, 2010. The depositary for the Offer has advised Tyco Electronics that, as of the expiration of the offering period, a total of approximately 84,333,859 Shares of ADC were validly tendered and not withdrawn (not including approximately 4,794,355 Shares subject to guaranteed delivery procedures), representing approximately 86.80% of the outstanding Shares. All Shares that were validly tendered and not withdrawn during the offering period have been accepted for payment.

        Pursuant to the terms of the Merger Agreement, Purchaser has exercised its option to purchase directly from ADC an additional number of Shares sufficient to give Purchaser ownership of at least 90% of the outstanding Shares, when combined with the Shares purchased by Purchaser in the Offer. Pursuant to this option, on December 9, 2010, Purchaser purchased an additional 54,555,863 Shares from ADC at a purchase price of $12.75 per Share, which together with the Shares purchased in the Offer (but not including any Shares tendered by notice of guaranteed delivery) represented at least 90% of the outstanding Shares.

        Pursuant to the terms of the Merger Agreement on December 9, 2010, Purchaser merged with and into ADC through a short form merger under Minnesota law, with ADC continuing as the surviving corporation and an indirect wholly owned subsidiary of Tyco Electronics. By virtue of the Merger, each issued and outstanding Share (other than Shares held by Tyco Electronics or any direct or indirect wholly owned subsidiary of Tyco Electronics or ADC) was cancelled and converted into the right to receive the same consideration, without interest, received by holders who tendered in the Offer, subject to the proper exercise of dissenters' rights.

        On December 9, 2010, Tyco Electronics issued two press releases announcing the completion of the Offer and the Merger, respectively. The full text of the press releases are attached as Exhibit (a)(31) and Exhibit (a)(32) and are incorporated herein by reference.

Item 12.    Exhibits.

        Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

Exhibit No.	Description
(a)(31)	Tyco Electronics Successfully Completes Tender Offer for ADC Shares, December 9, 2010.
(a)(32)	Tyco Electronics Completes Acquisition of ADC, December 9, 2010.

SIGNATURES

        After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: December 9, 2010

Tyco Electronics Minnesota, Inc.
By:	/s/ /s/ TERRENCE R. CURTIN
	Name:  Terrence R. Curtin
	Title:    Treasurer and Chief Financial Officer
Tyco Electronics Ltd.
By:	/s/ /s/ TERRENCE R. CURTIN
	Name:  Terrence R. Curtin
	Title:    Executive Vice President              and Chief Financial Officer

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Item 12. Exhibits.

SIGNATURES

EX-99.(A)(31)

Exhibit (a)(31)

News Release

FOR IMMEDIATE RELEASE

Contacts: Media Relations:     Sheri Woodruff        610-893-9555  Office        609-933-9243  Mobile        swoodruff@te.com Investor Relations:     Keith Kolstrom        610-893-9551 Office        keith.kolstrom@te.com

TYCO ELECTRONICS SUCCESSFULLY COMPLETES TENDER OFFER FOR ADC SHARES

SCHAFFHAUSEN, Switzerland, Dec. 9, 2010 — Tyco Electronics Ltd. (NYSE: TEL) announced today the successful completion of its tender offer through its subsidiary, Tyco Electronics Minnesota, Inc., to purchase the outstanding shares of common stock of ADC Telecommunications, Inc. (NASDAQ: ADCT).  The tender offer expired at 5:00 p.m., New York City time on Wednesday, Dec. 8, 2010, and was not extended.

The depositary for the tender offer has advised Tyco Electronics that, as of the expiration of the offering period, a total of approximately 84,333,859 common shares of ADC were validly tendered and not withdrawn (not including approximately 4,794,355  shares subject to guaranteed delivery procedures), representing 86.80% of the outstanding ADC common shares.  All shares that were validly tendered and not withdrawn during the initial offering period have been accepted for payment.

Tyco Electronics Minnesota will be exercising its option under the merger agreement to purchase newly issued shares from ADC at the tender offer price.  Tyco Electronics intends to complete the acquisition process by effecting a short-form merger pursuant to Minnesota law without a vote or meeting of ADC’s remaining stockholders.  The merger is expected to be consummated later today.

Following the merger, ADC will become an indirect wholly-owned subsidiary of Tyco Electronics, and each share of ADC’s outstanding common stock (other than shares owned by Tyco Electronics or any direct or indirect wholly-owned subsidiary of Tyco Electronics or ADC) will be cancelled and converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer, subject to the proper exercise of dissenters’ rights.  Thereafter, ADC common stock will cease to be traded on

the NASDAQ.

ABOUT TYCO ELECTRONICS (TE)

Tyco Electronics Ltd. is a global technology company with fiscal 2010 sales of US$12.1 billion to customers in more than 150 countries. We design, manufacture and market products for customers in a broad array of industries including automotive; data communication systems; consumer electronics; telecommunications; aerospace, defense and marine; medical; energy; and lighting. With approximately 7,000 engineers and worldwide manufacturing, sales and customer service capabilities, we are a recognized leader in many of the industries we serve. More information on TE can be found at www.te.com.

FORWARD-LOOKING STATEMENTS

This release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. The company has no intention and is under no obligation to update or alter (and expressly disclaims any such intention or obligation to do so) its forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this release include statements addressing our acquisition of ADC. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as developments in the credit markets; conditions affecting demand for products, particularly the automotive industry and the telecommunications, computer and consumer electronics industries; future goodwill impairment; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; political, economic and military instability in countries in which we operate; compliance with current and future environmental and other laws and regulations; the possible effects on us of changes in tax laws, tax treaties and other legislation; the risk that the ADC merger may not be consummated; the risk that ADC will not be integrated successfully into Tyco Electronics; and the risk that revenue opportunities, cost savings and other anticipated synergies from the transaction may not be fully realized or may take longer to realize than expected. More detailed information about these and other factors is set forth in Tyco Electronics’ Annual Report on Form 10-K for the fiscal year ended Sept. 24, 2010, as well as in Tyco Electronics’ Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and other reports filed by Tyco Electronics with the Securities and Exchange Commission.

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EX-99.(A)(32)

Exhibit (a)(32)

News Release

FOR IMMEDIATE RELEASE

Contacts: Media Relations: Sheri Woodruff 610-893-9555  Office 609-933-9243  Mobile swoodruff@te.com Investor Relations: Keith Kolstrom 610-893-9551  Office keith.kolstrom@te.com

TYCO ELECTRONICS COMPLETES ACQUISITION OF ADC

SCHAFFHAUSEN, Switzerland, Dec. 9, 2010 — Tyco Electronics Ltd. (NYSE: TEL) today announced the completion of the acquisition of ADC Telecommunications, Inc. (Nasdaq: ADCT). The combination of Tyco Electronics (TE) and ADC positions the company as a world leader in broadband connectivity.

Tom Lynch, Chief Executive Officer of TE, said, “With our expanded product offering and strong position in every major geographic region, TE will provide the broad range of products and solutions our customers need to keep pace with the rapidly increasing demand for video and data connectivity anytime and anywhere.”

TE announced earlier today the successful completion of its tender offer to purchase the outstanding shares of common stock of ADC, which expired on Wednesday, Dec. 8, 2010.  TE then consummated the short-form merger, and ADC became an indirect wholly-owned subsidiary of TE.

TE will provide updated guidance on its fiscal first quarter earnings call in January.

ABOUT TYCO ELECTRONICS (TE)

Tyco Electronics Ltd. is a global technology company with fiscal 2010 sales of US$12.1 billion to customers in more than 150 countries. We design, manufacture and market products for customers in a broad array of industries including automotive; data communication systems; consumer electronics; telecommunications; aerospace, defense and marine; medical; energy; and lighting. With approximately 7,000 engineers and worldwide manufacturing, sales and customer service capabilities, we are a recognized leader in many of the industries we serve. More information on TE can be found at www.te.com.

FORWARD-LOOKING STATEMENTS

This release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. The company has no intention and is under no obligation to update or alter (and expressly disclaims any such intention or obligation to do so) its forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this release include statements addressing our acquisition of ADC. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as developments in the credit markets; conditions affecting demand for products, particularly the automotive industry and the telecommunications, computer and consumer electronics industries; future goodwill impairment; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; political, economic and military instability in countries in which we operate; compliance with current and future environmental and other laws and regulations; the possible effects on us of changes in tax laws, tax treaties and other legislation;the risk that ADC will not be integrated successfully into Tyco Electronics; and the risk that revenue opportunities, cost savings and other anticipated synergies from the transaction may not be fully realized or may take longer to realize than expected. More detailed information about these and other factors is set forth in Tyco Electronics’ Annual Report on Form 10-K for the fiscal year ended Sept. 24, 2010, as well as in Tyco Electronics’ Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and other reports filed by Tyco Electronics with the Securities and Exchange Commission.

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