SC TO-T/A 1 a2032523zscto-ta.txt SC TO-T/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 2000 --------------------------------------------------------- --------------------------------------------------------- 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 (FINAL AMENDMENT) ---------------- INNERDYNE, INC. (Name of Subject Company (Issuer)) ------------------------ TYCO INTERNATIONAL LTD. AND TYCO ACQUISITION CORP. X (Offerors) (Names of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK) (Title of Class of Securities) 45764D102 (CUSIP Number of Class of Securities) MARK H. SWARTZ C/O TYCO INTERNATIONAL (US) INC. ONE TYCO PARK EXETER, NEW HAMPSHIRE 03833 (603) 778-9700 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of filing persons) ------------------------ Copies to: ABBE L. DIENSTAG, ESQ. FATI SADEGHI, ESQ. KRAMER LEVIN NAFTALIS & FRANKEL LLP SENIOR CORPORATE COUNSEL 919 THIRD AVENUE TYCO INTERNATIONAL (US) INC. NEW YORK, NEW YORK 10022 ONE TYCO PARK (212) 715-9100 EXETER, NEW HAMPSHIRE 03833 (603) 778-9700 Check the appropriate boxes below to designate any transactions to which the statement relates: /X/ third-party tender offer subject to Rule 14d-1. / / issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / 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: /X/ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 This Final Amendment (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO, as previously amended, originally filed by Tyco International Ltd. ("Tyco"), a Bermuda company, and Tyco Acquisition Corp. X ("Tyco Acquisition"), a Delaware corporation and a wholly-owned subsidiary of Tyco, with the Securities and Exchange Commission on October 18, 2000. This Schedule TO relates to the offer (the "Offer") by Tyco Acquisition to exchange a fraction of a common share of Tyco, par value $0.20 per share (the "Tyco Common Shares"), for each outstanding share of common stock, par value $0.01 per share, of InnerDyne, Inc. ("InnerDyne"), a Delaware corporation, including the associated rights to purchase preferred stock (the "Shares"). The Offer, including the additional period, expired at 6:00 p.m. on Friday, December 1, 2000. Tyco Acquisition was advised by ChaseMellon Shareholder Services LLC, the exchange agent for the Offer, that a total of 21,679,543 Shares were tendered in the Offer (including 237,899 Shares through notice of guaranteed delivery), which constitutes approximately 91.4% of the total number of outstanding Shares. As soon as practicable, InnerDyne will be merged with a subsidiary of Tyco under Delaware's short-form merger procedure. In the merger, stockholders will receive the same consideration of 0.1337 Tyco Common Shares per Share as received by stockholders who tendered in the Offer. 3 After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 4, 2000 TYCO INTERNATIONAL LTD. By: /s/ MARK H. SWARTZ -------------------------------- Name: Mark H. Swartz Title: Executive Vice President and Chief Financial Officer 4 After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 4, 2000 TYCO ACQUISITION CORP. X By: /s/ MARK H. SWARTZ -------------------------------- Name: Mark H. Swartz Title: Vice President 5