0000922423-01-500924.txt : 20011026 0000922423-01-500924.hdr.sgml : 20011026 ACCESSION NUMBER: 0000922423-01-500924 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011022 GROUP MEMBERS: TYCO ACQUISITION CORP. XXIV (NV) GROUP MEMBERS: TYCO INTERNATIONAL LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SENSORMATIC ELECTRONICS CORP CENTRAL INDEX KEY: 0000088974 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 341024665 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31547 FILM NUMBER: 1763641 BUSINESS ADDRESS: STREET 1: 951 YAMATO ROAD CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619897000 MAIL ADDRESS: STREET 1: 951 YAMATO ROAD CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: JKR CORP DATE OF NAME CHANGE: 19730607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] STATE OF INCORPORATION: D0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D 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 SC 13D 1 kl10047_sc13d.txt FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Sensormatic Electronics Corporation (Name of Issuer) Common Stock, $ .01 par value (Title of Class of Securities) 817265101 (CUSIP Number) 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 Person Authorized to Receive Notices and Communications) October 11, 2001 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: |_| (Continued on following pages) (Page 1 of 13 pages) -------------------------------------------------------------------------------- CUSIP No. 817265101 13D Page 2 of 13 Pages -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS Tyco International Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO (see Item 3) -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 82,089,811 -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 82,089,811 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,089,811 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES See Item 5 |X| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 97.1% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP No. 817265101 13D Page 3 of 13 Pages -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS Tyco Acquisition Corp. XXIV (NV) I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 65-1051385 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF (see Item 3) -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 82,089,811 -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 82,089,811 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,089,811 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES See Item 5 |X| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 97.1% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- Schedule 13D Item 1. Security and Issuer. This Statement on Schedule 13D (the "Statement") relates to the Common Stock, $.01 par value (the "Common Stock"), of Sensormatic Electronics Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 951 Yamato Road, Boca Raton, Florida 33431-0700. Item 2. Identity and Background. (a) - (c) Tyco International Ltd., a Bermuda company ("Tyco"), is a diversified manufacturing and service company that, through its subsidiaries: designs, manufactures and distributes electrical and electronic components and multi-layer printed circuit boards; designs, manufactures and distributes disposable medical supplies and other specialty products; designs, manufactures, installs and services fire detection and suppression systems, installs, monitors and maintains electronic security systems and designs, manufactures, distributes and services specialty valves; designs, engineers, manufactures, installs, operates and maintains undersea cable communications systems; and offers vendor, equipment, commercial, factoring, consumer and structured financing and leasing capabilities. Tyco's registered offices are located at The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda. The executive offices of Tyco's principal United States subsidiaries are located at One Tyco Park, Exeter, New Hampshire 03833. Tyco Acquisition Corp. XXIV (NV), a Nevada corporation ("Tyco Acquisition"), is a direct wholly-owned subsidiary of Tyco. Tyco Acquisition is not engaged in any activity other than in connection with the acquisition of the Company. The address of the executive offices of Tyco Acquisition is One Tyco Park, Exeter, New Hampshire 03833. Tyco and Tyco Acquisition are referred to collectively as the "Reporting Persons." The name, business address and present principal occupation or employment of each of the executive officers and directors of Tyco and Tyco Acquisition are set forth on Schedules I and II annexed hereto, respectively, which are incorporated herein by reference. (d) - (e) During the last five years, none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons listed on the Schedules hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 4 of 13 Pages (f) Except as indicated on the Schedules, each natural person identified is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons acquired the Common Stock in an exchange offer of Tyco Acquisition for the Common Stock, in which each share of Common Stock was exchanged for 0.5189 of a common share of Tyco. Item 4. Purpose of Transaction. The Reporting Persons acquired the Common Stock of the Company with a view to acquiring the entire equity interest in the Company. The shares were acquired in an exchange offer of Tyco Acquisition for all outstanding shares of Common Stock, in which each share of Common Stock is being exchanged for 0.5189 common shares of Tyco. The exchange offer is being made pursuant to the terms of the Agreement and Plan of Merger by and between the Company and Tyco Acquisition, dated as of August 3, 2001, as amended (the "Merger Agreement"), with a guarantee of Tyco. The Merger Agreement is incorporated by reference in this Statement as Exhibits 2 and 3. In connection with the exchange offer, Tyco Acquisition has prepared and sent to stockholders of the Company a prospectus, dated August 23, 2001 and amended on September 10, 2001, and a related letter of transmittal. The prospectus and the letter of transmittal contain the terms of the exchange offer and other information concerning the offer and are incorporated by reference in this Statement as Exhibits 4 and 5, respectively. Tyco Acquisition and Tyco have also filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the "Schedule TO"). Reference is made to the Schedule TO, its amendments and the documents filed or incorporated by reference to the Schedule TO and its amendments for additional information concerning the exchange offer. On October 11, 2001, the Company sent notice to the record holders of its convertible preferred stock that on November 12, 2001, all outstanding shares of the convertible preferred stock will be redeemed. In accordance with the terms of the Merger Agreement, as soon as practicable after the expiration of the exchange offer and the conversion or redemption of all the Company's preferred shares, the Company will be merged with and into Tyco Acquisition with the surviving company being a wholly-owned subsidiary of Tyco. In the merger, stockholders will receive the same consideration of 0.5189 of a Tyco common share per share of Common Stock as received by stockholders in the exchange offer. Following Tyco Acquisition's initial acceptance for exchange of shares of Common Stock in the exchange offer on October 11, 2001, in accordance with the terms of the Merger Agreement, certain directors of the Company resigned, and the designees of Tyco Acquisition were appointed to fill a majority of the positions on the Company's board of directors. Page 5 of 13 Pages Item 5. Interest in Securities of the Issuer. (a) As of the close of business on October 19, 2001, the Reporting Persons beneficially owned, directly or indirectly, an aggregate of 82,089,811 shares of Common Stock, representing approximately 97% of the number of shares of Common Stock outstanding on this date. This number does not include 1,612,575 shares of Common Stock which have been tendered for exchange through the guaranteed delivery procedure but which have not been delivered as of the close of business on October 19, 2001. (b) The Reporting Persons have sole power to vote and to dispose of the shares of Common Stock reported in this Statement. (c) Tyco Acquisition accepted 60,761,824 shares of Common Stock for exchange on October 11, 2001 (not including shares subject to guaranteed delivery), the day following the expiration of the initial offering period for the exchange offer. In accordance with the rules of the Securities and Exchange Commission, Tyco Acquisition has provided a subsequent offering period during which all validly tendered shares of Common Stock will be accepted for exchange. The final expiration of the subsequent offering period is scheduled for 5:00 p.m., New York City time, on November 7, 2001. From the commencement of the subsequent offering period through the close of business on October 19, 2001, Tyco Acquisition has accepted an additional 21,327,987 shares of Common Stock for exchange (including shares previously tendered through the guaranteed delivery procedure and subsequently delivered). Except as set forth above, there are no other transactions that were effected during the last 60 days by the Reporting Persons with respect to shares of Common Stock. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Company and Tyco Acquisition have entered into the Merger Agreement. See Item 4. Item 7. Material to be Filed as Exhibits. 1 Agreement of Joint Filing between Tyco and Tyco Acquisition, dated October 22, 2001 2 Agreement and Plan of Merger, dated as of August 3, 2001, by and between Tyco Acquisition Corp. XXIV (NV) and Sensormatic Electronics Corporation, and guaranteed by Tyco International Ltd. (incorporated by reference to Annex A to the Prospectus from Tyco International Ltd.'s Registration Statement on Form S-4 filed on August 23, 2001) 3 Amendment No. 1, dated as of August 23, 2001, to the Merger Agreement (incorporated by reference to Exhibit 2.2 to the aforesaid Registration Statement) Page 6 of 13 Pages 4 Prospectus dated September 10, 2001, amending and restating the prospectus dated August 23, 2001 (incorporated by reference to the aforesaid Registration Statement) 5 Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the aforesaid Registration Statement) Page 7 of 13 Pages SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: October 22, 2001 TYCO INTERNATIONAL LTD. By: /s/ Mark H. Swartz ------------------------------------------ Name: Mark H. Swartz Title: Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) TYCO ACQUISITION CORP. XXIV (NV) By: /s/ Mark H. Swartz ------------------------------------------ Name: Mark H. Swartz Title: Vice President Page 8 of 13 Pages SCHEDULE I Executive Officers and Directors of Tyco International Ltd. Present Principal Name and Position Held Current Business Address Occupation or Employment ---------------------- ------------------------ ------------------------ L. Dennis Kozlowski One Tyco Park Chairman of the Board of Chairman of the Board, Exeter, NH 03833 Directors, President and President and Chief Chief Executive Officer Executive Officer of Tyco Lord Michael A. Ashcroft Carlisle Holdings Ltd. Chairman of Carlisle KCMG 60 Market Square Holdings Limited (citizen of Great Britain Belize City, Belize and Belize) Director Joshua M. Berman One Town Center Road Director and Vice Director and Vice Boca Raton, FL 33486 President of Tyco President Richard S. Bodman VMS Group Managing General Partner Director 2 Wisconsin Circle of VMS Group Suite 610 Chevy Chase, MD 20815 John F. Fort, III 1323 North Boulevard Chairman of the Board of Director Houston, TX 77006 Insilco Corp. Stephen W. Foss Foss Manufacturing Chairman and Chief Director Company, Inc. Executive Officer of 380 Lafayette Road Foss Manufacturing Hampton, NH 03842 Company, Inc. Wendy E. Lane Lane Holdings, Inc. Chairman of Lane Director 348 Grove Street Holdings, Inc. Needham, MA 02492 James S. Pasman, Jr. One Tyco Park Director of CSAM Income Director Exeter, NH 03833 Fund, Inc. and CSAM Strategic Global Income Fund, Inc.; Trustee of Deutsche Bank VIT Funds and Director of approximately 50 funds in the Warburg Pincus Funds Complex and the Credit Suisse International Funds Complex Page 9 of 13 Pages Present Principal Name and Position Held Current Business Address Occupation or Employment ---------------------- ------------------------ ------------------------ W. Peter Slusser Slusser Associates, Inc. President of Slusser Director One Citicorp Center Associates, Inc. Suite 5100 153 East 53rd Street New York, NY 10022 Mark H. Swartz One Tyco Park Executive Vice President Executive Vice President, Exeter, NH 03833 and Chief Financial Chief Financial Officer Officer of Tyco and Director Frank E. Walsh, Jr. Sandy Hill Foundation Chairman of Sandy Hill Director 330 South Street Foundation Morristown, NJ 07962 Joseph F. Welch The Bachman Company President and Chief Director 50 North Fourth Street Executive Officer of The Reading, PA 19612 Bachman Company Mark A. Belnick One Tyco Park Executive Vice President Executive Vice President Exeter, NH 03833 and Chief Corporate and Chief Corporate Counsel Counsel of Tyco Jerry R. Boggess Three Tyco Park President of Tyco Fire President of Tyco Fire Exeter, NH 03833 and Security Services and Security Services Albert R. Gamper, Jr. 1211 Avenue of the President and Chief President and Chief Americas Executive Officer of Executive Officer of Tyco New York, NY 10036 Tyco Capital Corporation Capital Corporation Neil R. Garvey One Tyco Park President and Chief President and Chief Exeter, NH 03833 Executive Officer of Executive Officer of TyCom TyCom Ltd. Ltd. Juergen W. Gromer Postfach Carl Benz Str. President of Tyco President of Tyco 12-14 Electronics Electronics 64625 Benshiem, Germany Richard J. Meelia One Tyco Park President of Tyco President of Tyco Exeter, NH 03833 Healthcare Group Healthcare Group Page 10 of 13 Pages SCHEDULE II Executive Officers and Directors of Tyco Acquisition Corp. XXIV (NV) Present Principal Name and Position Held Current Business Address Occupation or Employment ---------------------- ------------------------ ------------------------ L. Dennis Kozlowski * * Chairman of the Board, Director Mark H. Swartz * * Director and Vice President Mark A. Belnick * * Director and Vice President Jerry R. Boggess * * President Robert C. Costello Tyco International (US) Senior Corporate Counsel, Assistant Secretary Inc. Business Development of One Town Center Road Tyco International (US) Boca Raton, Florida Inc. 33486-1010 Mark D. Foley Tyco International (US) Senior Vice President, Vice President Inc. Finance of Tyco One Town Center Road International (US) Inc. Boca Raton, Florida 33486-1010 Irving Gutin Tyco International (US) Senior Vice President of Vice President Inc. Tyco International (US) One Tyco Park Inc. Exeter, NH 03833 M. Brian Moroze Tyco International (US) General Counsel to Tyco Secretary Inc. International (US) Inc. One Tyco Park Exeter, NH 03833 Michael A. Robinson Tyco International (US) Senior Vice President and Treasurer Inc. Corporate Treasurer of One Tyco Park Tyco International (US) Exeter, NH 03833 Inc. Scott Stevenson Tyco International (US) Senior Vice President, Vice President and Inc. Tax of Tyco International Assistant Treasurer One Town Center Road (US) Inc. Boca Raton, Florida 33486-1010 ----------- * Please see the information in Schedule I Page 11 of 13 Pages EXHIBIT INDEX ------------- 1 Agreement of Joint Filing between Tyco and Tyco Acquisition, dated October 22, 2001 2 Agreement and Plan of Merger, dated as of August 3, 2001, by and between Tyco Acquisition Corp. XXIV (NV) and Sensormatic Electronics Corporation, and guaranteed by Tyco International Ltd. (incorporated by reference to Annex A to the Prospectus from Tyco International Ltd.'s Registration Statement on Form S-4 filed on August 23, 2001) 3 Amendment No. 1, dated as of August 23, 2001, to the Merger Agreement (incorporated by reference to Exhibit 2.2 to the aforesaid Registration Statement) 4 Prospectus dated September 10, 2001, amending and restating the prospectus dated August 23, 2001 (incorporated by reference to the aforesaid Registration Statement) 5 Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the aforesaid Registration Statement) Page 12 of 13 Pages EX-99.1 3 kl10047_ex99-1.txt AGREEMENT OF JOINT FILING Exhibit 1 Agreement of Joint Filing ------------------------- Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Date: October 22, 2001 TYCO INTERNATIONAL LTD. By: /s/ Mark H. Swartz ------------------------------------------ Name: Mark H. Swartz Title: Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) TYCO ACQUISITION CORP. XXIV (NV) By: /s/ Mark H. Swartz ------------------------------------------ Name: Mark H. Swartz Title: Vice President Page 13 of 13 Pages