8-K 1 a2050138z8-k.txt FORM 8-K -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 24, 2001 001-13836 (COMMISSION FILE NUMBER) ------------------------ TYCO INTERNATIONAL LTD. (Exact name of registrant as specified in its charter)
BERMUDA NOT APPLICABLE (Jurisdiction of Incorporation) (I.R.S. Employer Identification Number)
THE ZURICH CENTRE, SECOND FLOOR, 90 PITTS BAY ROAD, PEMBROKE, HM 08, BERMUDA (Address of registrant's principal executive office) 414-292-8674 (Registrant's telephone number) ------------------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On March 15, 2001, Tyco International Ltd. ("Tyco"), a Bermuda company, filed a Form 8-K which included as an exhibit a press release issued March 13, 2001 announcing that its wholly-owned subsidiary, Tyco Acquisition XIX (NV) ("Acquiror"), a Nevada corporation, and The CIT Group, Inc., a Delaware corporation ("CIT"), have entered into an Agreement and Plan of Merger dated as of March 12, 2001 (the "Merger Agreement"), pursuant to which Tyco will acquire CIT through the merger of CIT with and into Acquiror. A special meeting of CIT stockholders took place on May 23, 2001 and the merger agreement was approved. The transaction will close upon receipt of the requisite regulatory approvals, which is expected to occur by June 1, 2001. Tyco intends to account for this acquisition as a purchase. This Form 8-K includes as an exhibit (i) Unaudited Condensed Consolidated Financial Statements of The CIT Group, Inc. and subsidiaries as of March 31, 2001 and December 31, 2000 and for the three months ended March 31, 2001 and 2000, as filed in CIT's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 and (ii) Tyco and CIT unaudited pro forma combined condensed financial information for the six months ended March 31, 2001, for the year ended September 30, 2000 and as of March 31, 2001. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (C) EXHIBITS
EXHIBIT NUMBER TITLE --------------------- ----- 99.1 Unaudited Condensed Consolidated Financial Statements of The CIT Group, Inc. and subsidiaries as of March 31, 2001 and December 31, 2000 and for the three months ended March 31, 2001 and 2000, as filed in CIT's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 99.2 Tyco and CIT unaudited pro forma combined condensed financial information for the six months ended March 31, 2001, for the year ended September 30, 2000 and as of March 31, 2001.
1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TYCO INTERNATIONAL LTD. By: /s/ MARK H. SWARTZ ----------------------------------------- Mark H. Swartz EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
Date: May 24, 2001 2 EXHIBIT INDEX
EXHIBIT NUMBER ------- 99.1 Unaudited Condensed Consolidated Financial Statements of The CIT Group, Inc. and subsidiaries as of March 31, 2001 and December 31, 2000 and for the three months ended March 31, 2001 and 2000, as filed in CIT's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 99.2 Tyco and CIT unaudited pro forma combined condensed financial information for the six months ended March 31, 2001, for the year ended September 30, 2000 and as of March 31, 2001.