-----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, Q4R0/e6lTMCT33Q7n//wgpche55YC5CYiOpGiNzuLpYkSDPSvuz8ztNJIdH2OdLL chFe3utK0SgukXzqsbTLrg== 0000912057-02-007589.txt : 20020414 0000912057-02-007589.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-007589 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020226 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13836 FILM NUMBER: 02557960 BUSINESS ADDRESS: STREET 1: 90 PITTS BAY ROAD STREET 2: THE ZURICH CENTRE SECOND FLOOR CITY: PEMROKE HM 08 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 8-K 1 a2071974z8-k.txt 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) FEBRUARY 26, 2002 001-13836 (Commission File Number) ------------------------ TYCO INTERNATIONAL LTD. (Exact name of registrant as specified in its charter) BERMUDA NOT APPLICABLE (Jurisdiction of Incorporation) (IRS Employer Identification Number)
THE ZURICH CENTRE, SECOND FLOOR, 90 PITTS BAY ROAD, PEMBROKE, HM 08, BERMUDA (Address of registrant's principal executive office) 441-292-8674 (Registrant's telephone number) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits--The following exhibit is provided as part of the information furnished under Item 9 of this Report: 99.1 Letter from PricewaterhouseCoopers to John Fort, Audit Committee Chairman, dated February 18, 2002
ITEM 9. REGULATION FD DISCLOSURE. On February 26, 2002, Tyco International Ltd. made available to the public the information furnished as a part of this Form 8-K as Exhibit 99.1, which is incorporated herein by reference. 2 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 hereunto duly authorized. TYCO INTERNATIONAL LTD. By: /s/ MARK H. SWARTZ ----------------------------------------- Mark H. Swartz Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
Dated: February 26, 2002 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - --------------------- ----------- 99.1 Letter from PricewaterhouseCoopers to John Fort, Audit Committee Chairman, dated February 18, 2002
4 EX-99.1 3 a2071974zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 [LETTERHEAD OF PRICEWATERHOUSECOOPERS] February 18, 2002 Mr. John F. Fort Audit Committee Chairman Tyco International Ltd. Zurich Centre 2nd Floor 90 Pitts Bay Road Pembroke, HM08 Bermuda Dear John: As you know, we meet with you and the other members of the Audit Committee periodically to discuss our worldwide audit approach and areas of audit focus for the purpose of our overall annual audit of Tyco International Ltd. ("Tyco" or the "Company"). Our audits of the consolidated financial statements of Tyco as of September 30, 2001 and 2000, and for the three years ended September 30, 2001 comprised audit test and procedures deemed necessary for the purpose of expressing an opinion on such financial statements taken as a whole. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. For none of the periods referred to above, or for any other period, did we perform audit tests for the purpose of expressing an opinion on individual balances of accounts or summaries of selected transactions, and accordingly, we express no opinion thereon. As a reminder, the financial statements of the Company are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. One of the areas of our audit focus on Tyco relates to business combinations. The nature of the procedures that we perform related to any specific business combination is dependent on the nature and materiality of the transaction. Each significant business combination may have unique characteristics, and accordingly we exercise independent judgment as to what audit procedures related to any specific business combination are necessary to support our audit opinion on the financial statements of Tyco taken as a whole. A business combination work plan to achieve the audit objectives in conjunction with our overall audit would likely include some combination of the following procedures, depending on individual facts and circumstances: - Evaluate the Company's overall application of purchase accounting (consideration minus fair value of assets acquired and liabilities assumed plus purchase accounting liabilities=excess purchase price) - Obtain the Company's analysis of consideration with respect to the exchange of shares and stock options/restricted stock - Review the associated deal costs - Read the acquisition agreement - Meet the acquired company's auditors and review the acquired company's audit work papers (our procedures with respect to the acquired company would not be designed to provide any assurance on the acquired company's financial statements) - In connection with the acquired company's results for the period subsequent to the last published financial statements through the acquisition consummation date (pre-acquisition period): - Obtain detailed explanations for unusual trends - Discuss with acquired company management and prior auditors basis for any unusual charges - Perform audit procedures on opening balance sheet of significant acquisitions - Assess the fair value adjustments recorded by the Company (inventory, A/R, environmental, legal, other long-term commitments, etc.) to the opening balance sheet - Evaluate the Company's allocation of purchase price to assets (both tangible and intangible) and liabilities - Obtain and read any external valuations relied upon by the Company in allocating purchase price - Evaluate the purchase accounting liabilities recorded by Tyco, if any, including integration plans, severance agreements, facility consolidations, and other long-term obligations (leases) - Consider any subsequent adjustments recorded by the Company to fair value adjustments or purchase accounting liabilities - Evaluate any adjustments recorded by Tyco related to contingent consideration (earn outs or purchase price adjustments) - Evaluate the audit evidence related to the Company's subsequent spending for the purchase accounting liabilities on a quarterly basis - Read any registration statements and related disclosure with respect to the acquisition (Form S-4, prospectus/proxy statement) - Inquire as to pro forma disclosures, if required for Tyco's SEC filings - Obtain the significant subsidiary test prepared by the Company to determine if acquired company financial statements are required to be filed as part of the registration statement - Consent to our audit opinion as part of any registration statement As stated above, based on the characteristics of each transaction, we develop and execute work plans necessary to deliver our audit opinion on the overall consolidated financial statements of Tyco. If you have any questions, do not hesitate to call me. Sincerely, /s/ RICK SCALZO Rick Scalzo -----END PRIVACY-ENHANCED MESSAGE-----