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