-----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, Ja4DWExQrBAQEwTov0A3fxnqEL1TDV/7QrKj+EtjLlXil4TToEyoAV6Ma0WSSexl /zi6AVRwjyjUSTJE2XgrJg== 0000922423-99-000725.txt : 19990624 0000922423-99-000725.hdr.sgml : 19990624 ACCESSION NUMBER: 0000922423-99-000725 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990527 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 AM SEC ACT: SEC FILE NUMBER: 333-71493-01 FILM NUMBER: 99635667 BUSINESS ADDRESS: STREET 1: THE GIBBONS BUILDING STREET 2: 10 QUEENS STREET SUITE 301 CITY: HAMILTON HM 12 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 POS AM 1 POST EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on May 27, 1999 Registration Nos. 333-71493 and 333-71493-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- 7382 (Primary Standard Industrial Classification Code Number) TYCO INTERNATIONAL LTD. TYCO INTERNATIONAL GROUP S.A. (Exact name of registrant as specified (Exact name of registrant as specified in its charter) in its charter) Bermuda Luxembourg (State or other jurisdiction (State or other jurisdiction of incorporation or organization) of incorporation or organization) Not Applicable Not Applicable (IRS Employer (IRS Employer Identification No.) Identification No.) The Gibbons Building 6, Avenue Emile Reuter 10 Queen Street, Suite 301 Second Floor Hamilton HM11, Bermuda L-2420 Luxembourg (441) 292-8674* (352) 46-43-40-1 (Address, including zip code, and (Address, including zip code, and telephone number, including telephone number, including area code, of registrant principal area code, of registrant principal executive offices) 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) *Tyco International Ltd. maintains its registered and principal executive offices at the Gibbons Building, 10 Queen Street, Suite 301, Hamilton HM 11 Bermuda. The executive offices of Tyco's principal U.S. subsidiary, Tyco International (US) Inc., are located at One Tyco Park, Exeter, New Hampshire 03833. The telephone number there is (603) 778-9700. ------------------------ Copy to: Joshua M. Berman, Esq. Abbe L. Dienstag, Esq. Kramer Levin Naftalis & Frankel LLP 919 Third Avenue New York, New York 10022 (212) 715-9100 ----------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. __ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule 462(d) 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. Prospectus Supplement dated June __, 1999 to Prospectus dated February 25, 1999 $800,000,000 Tyco International Group S.A. Offer to Exchange up to $400,000,000 5.875% Notes due 2004 for any and all outstanding 5.875% Notes due 2004 and up to $400,000,000 6.125% Notes due 2008 for any and all outstanding 6.125% Notes due 2008 Fully and Unconditionally Guaranteed by Tyco International Ltd. Summary of the Exchange Offer This prospectus supplement relates to the February 25, 1999 offer by Tyco International Group S.A. (the "Company") to exchange up to $400,000,000 aggregate principal amount of new 5.875% Notes due 2004 for any and all of its outstanding 5.875% Notes due 2004 and up to $400,000,000 aggregate principal amount of new 6.125% Notes due 2008 for any and all of its outstanding 6.125% Notes due 2008 (the "First Exchange Offer"). The First Exchange Offer expired on March 30, 1999 and the Company exchanged $394,550,000 aggregate principal amount of the 5.875% Notes due 2004 and $345,000,000 aggregate principal amount of the 6.125% Notes due 2008. The Company is hereby offering to exchange up to $5,450,000 aggregate principal amount of new 5.875% Notes due 2004 for any and all of the 5.875% Notes due 2004 that were not exchanged in the First Exchange Offer and up to $55,000,000 aggregate principal amount of the 6.125% Notes due 2008 for any and all of the 6.125% Notes due 2008 that were not exchanged in the First Exchange Offer. o This offer expires at 5:00 p.m., New York City time, on June __, 1999, unless extended. o Except as otherwise provided in this document, the terms of this offer are identical to those of the First Exchange Offer. o You should read the Company's prospectus dated February 25, 1999 and its accompanying letters of transmittal for additional information about this offer. -------------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or determined if this document is truthful or complete. Any representation to the contrary is a criminal offense. -------------------------- The date of this supplement is June __, 1999 Current Developments On April 2, 1999, Tyco International Ltd. ("Tyco") consummated its acquisition of AMP Incorporated. Shareholders of AMP received 0.7507 shares of Tyco for each share of AMP. As a result a total of approximately 164 million shares were issued by Tyco to AMP shareholders. On May 19, 1999, Tyco entered into a definitive merger agreement for the acquisition of Raychem Corporation in a cash and stock transaction valued at approximated $2.87 billion. Raychem, with annual revenues of approximately $1.8 billion, designs, manufactures and distributes electronic components. In the aggregate, based upon the number of shares of Raychem common stock currently outstanding, Tyco will pay approximately $1.4 billion in cash and issue approximately 16.1 million Tyco common shares to the Raychem stockholders. Individual Raychem stockholders will have the right to elect to receive cash or Tyco stock, subject to certain limitations. According to publicly filed documents, as of April 27, 1999, Raychem had 77,284,866 shares of common stock outstanding. The consummation of the transaction is contingent upon customary regulatory review, approval by the Raychem stockholders and certain other conditions. Raychem is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this 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 27th day of May, 1999. TYCO INTERNATIONAL LTD. By: /s/ Mark H. Swartz ---------------------------- Mark H. Swartz Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on May 27, 1999 in the capacities indicated below. Signature Title - --------- ----- * L. Dennis Kozlowski - ----------------------------- Chairman of the Board, President, Chief Executive Officer and Director (Principal 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 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg, on the 27th day of May, 1999. TYCO INTERNATIONAL GROUP S.A. By: /s/ Richard W. Brann --------------------------- Richard W. Brann Managing Director (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on May 27, 1999 in the capacities indicated below. Signature Title --------- ----- * - ----------------------------- Philippe Beot Director /s/ Richard W. Brann Managing Director - ----------------------------- Richard W. Brann * - ----------------------------- Erik D. Lazar Managing Director *By: /s/ Richard W. Brann ---------------------------- Richard W. Brann Attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----