-----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, MAq2VrIKnMZ2LU3Bwe7qYcP2tYjrV/+2iv9HljAGPOBoVUig2T+oECjfp6Qvt/P7 5ik3zBedVKZ7GGSsPPcSaw== 0000922423-98-000328.txt : 19980325 0000922423-98-000328.hdr.sgml : 19980325 ACCESSION NUMBER: 0000922423-98-000328 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980324 EFFECTIVENESS DATE: 19980324 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: POS EX SEC ACT: SEC FILE NUMBER: 333-33779 FILM NUMBER: 98572236 BUSINESS ADDRESS: STREET 1: THE GIBBONS BUILDING STREET 2: 10 QUEENS STREET SUITE 301 CITY: HAMILTON HM 12 BERMU STATE: D0 BUSINESS PHONE: 4412928374 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 POS EX 1 POST-EFFECTIVE AMENDMENT TO FILE EXHIBITS As filed with the Securities and Exchange Commission on March 24, 1998 File No. 333-33779 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 Registration Statement Under the Securities Act of 1933 --------------- TYCO INTERNATIONAL LTD. (Exact name of registrant as specified in its charter) BERMUDA NOT APPLICABLE (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) THE GIBBONS BUILDING 10 QUEEN STREET, SUITE 301 HAMILTON HM11, BERMUDA (441) 292-8374 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) MARK H. SWARTZ C/O TYCO INTERNATIONAL (US) INC. ONE TYCO PARK EXETER, NEW HAMPSHIRE 03833 (603) 778-9700 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: JOSHUA M. BERMAN, ESQ. KRAMER, LEVIN, NAFTALIS & FRANKEL 919 THIRD AVENUE NEW YORK, NEW YORK 10022 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] 2 POST-EFFECTIVE AMENDMENT NO. 1 Tyco International Ltd. (the "Registrant") hereby amends the Registrant's Registration Statement on Form S-3, File No. 333-33779, for the sole purpose of filing Exhibits 23.1, 23.2 and 23.3. Pursuant to Rule 462(d), this Post-Effective Amendment shall become effective immediately upon filing with the Securities and Exchange Commission. 3 ITEM 16. EXHIBITS 3.1 - Memorandum of Association of Registrant (previously filed as an Exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 1996) 3.2 - Certificate of Incorporation on Change of Name (previously filed as an Exhibit to the Registrant's Current Report on Form 8-K filed July 10, 1997 ("July 10, 1997 8-K") 3.3 - Bye-Laws of Registrant (previously filed as an Exhibit to the July 10, 1997 Form 8-K) 4.1 - Rights Agreement between Registrant and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit to Registrant's Form 8-A dated November 12, 1996) 4.2 - First Amendment between Registrant and Citibank, N.A. dated as of March 3, 1997 to Rights Agreement between Registrant and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit to Registrant's Form 8-A/A dated March 3, 1997) 4.3. - Second Amendment between Registrant and Citibank, N.A. dated as of July 2,1997 to Rights Agreement between Registrant and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit to Registrant's Form 8-A/A dated July 2, 1997) 5 - Opinion of Appleby, Spurling & Kempe regarding the validity of the securities registered 10.1 - Settlement Agreement, dated as of July 16, 1997, between Registrant and Western Resources, Inc. 10.2 - Registration Rights Agreement, dated August 14, 1997, among Westar Capital, Inc., Western Resources, Inc. and Registrant 10.3 - Registration Rights Agreement, dated as of July 7,1992 (the "Kendall Registration Rights Agreement"), among Kendall International, Inc. (formerly CDK Holding Corporation; "Kendall") and certain holders of Kendall securities (incorporated by reference to Exhibit 4.42 to the Registration Statement on Form 10 of Kendall, as amended (the "Kendall Form 10")) 10.4 - Amendment No. 1 to the Kendall Registration Rights Agreement, dated July 11, 1994 (incorporated by reference to Exhibit 10 (b) to Tyco International (US) Inc. (formerly Tyco International Ltd., "Old Tyco") Registration Statement on Form S-3, File No. 33-57509) 10.5 - Warrant Agreement, dated as of July 7, 1992, between Holding and Norwest Bank Minnesota, N.A., as warrant agent (the "Warrant Agent") (including the form of A Warrant) (incorporated by reference to Exhibit 10.46.1 to the Kendall Form 10) 10.6 - Warrant Agreement, dated as of July 7, 1992, between Kendall and the Warrant Agent (including the form of B Warrant) (incorporated by reference to Exhibit 10.46.3 to the Kendall Form 10) 23.1 - Consent of Coopers & Lybrand* 23.2 - Consent of Coopers & Lybrand L.L.P.* 23.3 - Consent of Arthur Andersen LLP* 24 - Power of Attorney - --------------- * Filed herewith. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Exeter, State of New Hampshire, on the 24th day of March, 1998. TYCO INTERNATIONAL LTD. By: /s/ MARK H. SWARTZ --------------------------- Mark H. Swartz Executive Vice President -- Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons on March 24, 1998 in the capacities indicated below. Signature Title --------- ----- * Chairman of the Board, President, Chief - -------------------------- Executive Officer and Director (Principal L. Dennis Kozlowski Executive Officer) * - -------------------------- Director Michael A. Ashcroft * - -------------------------- Director Joshua M. Berman * - -------------------------- Director Richard S. Bodman * - -------------------------- Director John F. Fort * - -------------------------- Director Stephen W. Foss * - -------------------------- Director Richard A. Gilleland * - -------------------------- Director Philip M. Hampton * - -------------------------- Director James S. Pasman, Jr. * - -------------------------- Director W. Peter Slusser /s/ MARK H. SWARTZ - -------------------------- Executive Vice President and Chief Mark H. Swartz Financial Officer (Principal Financial and Accounting Officer) * - -------------------------- Director Frank E. Walsh, Jr. By: /s/ MARK H. SWARTZ ---------------------- Mark H. Swartz Attorney-in-Fact EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333- 33779) of Tyco International Ltd. (the "Company") of our report dated November 21, 1997 on our audits of the Consolidated Financial Statements and the Consolidated Financial Statement Schedule of the Company as of September 30, 1997 and December 31, 1996 and for the nine months ended September 30, 1997 and for each of the two years in the period ended December 31, 1996, which report is included in the Company's Transition Report on Form 10-K for the period ended September 30, 1997. We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND Hamilton, Bermuda March 20, 1998 EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333- 33779) of Tyco International Ltd. (the "Company") of our report dated July 10, 1997, which is included in the Company's Transition Report on Form 10-K for the period ended September 30, 1997, on our audits of the Consolidated Financial Statements and the Consolidated Financial Statement Schedule of Tyco International Ltd. (subsequently renamed Tyco International (US) Inc.) as of December 31, 1996 and for the years ended December 31, 1996 and June 30, 1995 (not presented separately therein). We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND L.L.P. Boston, Massachusetts March 20, 1998 EX-23.3 4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333-33779) of Tyco International Ltd. (the "Company") of our report dated January 31, 1997 on our audits of the consolidated financial statements of Keystone International, Inc. and subsidiaries as of December 31, 1996 and for each of the two years in the period then ended, included in the Company's Transition Report on Form 10-K for the year ended September 30, 1997, and to all references to our Firm included in the Registration Statement. ARTHUR ANDERSEN LLP March 20, 1998 Houston, Texas -----END PRIVACY-ENHANCED MESSAGE-----