-----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, Ql9WJ/VsP5iSPmQzGgT8dgz8wpCPns7v/shZ8UcpiC4WakIr+kXs/fP2aPWVce3Z b8fiT+E1kk8APQ/veUQ34Q== 0000922423-99-001112.txt : 19990913 0000922423-99-001112.hdr.sgml : 19990913 ACCESSION NUMBER: 0000922423-99-001112 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990910 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: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-13836 FILM NUMBER: 99709453 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 8-A12B/A 1 FORM 8-A12B AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 8-A/A AMENDMENT NO. 3 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TYCO INTERNATIONAL LTD. (Exact Name of Registrant as Specified in Its Charter) Bermuda None (State of Incorporation or (I.R.S. Employer Organization) Identification no.) The Gibbons Building 10 Queen Street, Suite 301 Hamilton HM 11 Bermuda (441) 292-8674* (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) *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 United States subsidiary, Tyco International (US) Inc., are located at One Tyco Park, Exeter, New Hampshire 03833. The telephone number there is (603) 778-9700. If this form relates to the If this form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become filing pursuant to General Instruction effective simultaneously with A(c)(1), please check the following the effectiveness of a concurrent box. |_| registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. |_| Securities to be registered pursuant to Section 12(b) of the Act: Series A Preference Share Purchase Rights ----------------------------------------- (Title of each class to be registered) New York Stock Exchange ----------------------- (Name of each exchange on which each class is to be registered) Securities to be registered pursuant to Section 12(g) of the Act: None Description of Registrant's Securities to be Registered The "Description of Registrant's Securities to be Registered" in the original Form 8-A and Amendment No. 2 dated July 2, 1997 is hereby incorporated by reference herein. Pursuant to action by the Board of Directors of the Registrant and as permitted by Section 26 of the Rights Agreement between the Registrant and Citibank, N.A., dated as of November 6, 1996, the Registrant has amended such agreement to accelerate the final expiration date of the rights under the agreement from November 14, 2005 to September 30, 1999. Exhibits -------- 4.6 Third Amendment between Registrant and Citibank, N.A., dated as of September 10, 1999 to Rights Agreement between Registrant and Citibank, N.A. dated as of November 6, 1996 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized September 10, 1999 TYCO INTERNATIONAL LTD. By: /s/ Mark H. Swartz ------------------------- Mark H. Swartz Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) EX-4.6 2 THIRD AMENDMENT TO RIGHTS AGREEMENT Exhibit 4.6 THIRD AMENDMENT to RIGHTS AGREEMENT THIRD AMENDMENT dated as of September 10, 1999 ("this Amendment") between Tyco International Ltd., a Bermuda company limited by shares (the "Company") and Citibank, N.A., New York branch, a national banking association organized under the laws of the United States of America acting solely through its branch located at 111 Wall Street, New York, NY 10043 (the "Rights Agent"). WHEREAS, the above-mentioned parties have previously entered into that certain Rights Agreement dated as of November 6, 1996, as amended (the "Agreement"); WHEREAS, such parties wish to amend the Agreement in the manner set forth below. NOW, THEREFORE, the parties hereto agree as follows: 1. All capitalized terms used herein, unless otherwise defined herein, shall have the meanings given them in the Agreement, and each reference in the Agreement to "this Agreement", "hereof", "herein", "hereunder" or "hereby" and each other similar reference shall be deemed to refer to the Agreement as amended hereby. All references to the Agreement in any other agreement between or among any of the parties hereto relating to the transactions contemplated by the Agreement shall be deemed to refer to the Agreement as amended hereby. 2. The definition of "Final Expiration Date" in Section 1 is hereby replaced in its entirety with the following: "Final Expiration Date" means the close of business on September 30, 1999. 3. This Amendment shall be governed by and construed in accordance with the laws of Bermuda. 4. This Amendment may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 5. Except as expressly amended hereby, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment has been duly executed as a deed by the respective authorized officers of the parties hereto, in each case as of the date and year first above written. TYCO INTERNATIONAL LTD. By: /s/ Mark H. Swartz -------------------------- Name: Mark H. Swartz Title: Executive Vice President & Chief Financial Officer CITIBANK, N.A. By: /s/ Emi Mak ------------------ Name: Emi Mak Title: Vice President 111 Wall Street New York, NY 10043 -----END PRIVACY-ENHANCED MESSAGE-----