-----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, AGTauBeY1P39bJkp4lg3fQOTnUOEU0uHlvVbQvGkySFdJyJcVMhSuPeSF8KyS/Kb kdwysSnYFvFmsIuHOE2P2A== 0000922423-99-001119.txt : 19990915 0000922423-99-001119.hdr.sgml : 19990915 ACCESSION NUMBER: 0000922423-99-001119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990910 ITEM INFORMATION: FILED AS OF DATE: 19990914 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-K SEC ACT: SEC FILE NUMBER: 001-13836 FILM NUMBER: 99710934 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-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 10, 1999 0-16979 (Commission File Number) ------------------------------ TYCO INTERNATIONAL LTD. (Exact name of registrant as specified in its charter) Bermuda Not applicable (Jurisdiction of Incorporation) (IRS Employer Identification Number) The Gibbons Building, 10 Queen Street, Suite 301, Hamilton HM 11, Bermuda (Address of registrant's principal executive office) 441-292-8674* (Registrant's telephone number) ------------------------------ *The executive offices of Registrant'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. ITEM 5. Other Events On April 1, 1999, the shareholders of Tyco approved an increase in the number of the authorized common shares from 1,503,750,000 to 2,500,000,000. Accordingly, Tyco amended the related Schedule attached to its Bye-Laws reflecting such increase. Pursuant to action by the Board of Directors of Tyco International Ltd and as permitted by Section 26 of its Rights Agreement with Citibank, N.A. dated November 6, 1996, on September 10, 1999 Tyco amended such Agreement to accelerate the final expiration date of the rights under the Agreement from November 14, 2005 to September 30, 1999. The Amendment to the Rights Agreement is attached as an exhibit hereto. (c) Exhibits. Exhibit Number Title - -------------- ----- 3.5 Schedule to the Bye-Laws of Tyco International Ltd. (the complete text of the Bye-Laws was previously filed as an Exhibit to the Registrant's Form S-3 filed on April 23, 1998) 4.6 Third Amendment between Tyco International Ltd. and Citibank, N.A., dated as of September 10, 1999 to Rights Agreement between Tyco International Ltd. and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit to Registrant's Form 8-A/A dated September 10, 1999) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TYCO INTERNATIONAL LTD. By: /s/ Mark H. Swartz ---------------------- Mark H. Swartz Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: September 14, 1999 Exhibit Index Exhibit Number Title - -------------- ----- 3.5 Schedule to the Bye-Laws of Tyco International Ltd. (the complete text of the Bye-Laws was previously filed as an Exhibit to the Registrant's Form S-3 filed on April 23, 1998) 4.6 Third Amendment between Tyco International Ltd. and Citibank, N.A., dated as of September 10, 1999 to Rights Agreement between Tyco International Ltd. and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit to Registrant's Form 8-A/A dated September 10, 1999) EX-3.5 2 SCHEDULE TO THE BY-LAWS Exhibit 3.5 SCHEDULE (1) The authorised share capital of the Company is U.S.$625,000,000 divided into 2,500,000,000 Common Shares of the nominal value of U.S.$0.20 each ("Common Shares") and 125,000,000 Preference Shares of nominal value of U.S.$1 each (the "Preference Shares") (2) The rights attaching to the Preference Shares shall be as follows: (i) Each Preference Share shall have attached to it such preferred, qualified or other rights and be subject to such restrictions whether in regard to dividend, return of capital, redemption, conversion into Common Shares or voting or otherwise as the Directors may determine on or before its allotment. (ii) The Directors may allot the Preference Shares in more than one series and, if they do so, may designate each series in such manner as they deem appropriate to reflect the particular rights and restrictions attached to that series, which may differ in all or any respects from any other series of Preference Shares. (iii) The particular rights and restrictions attached to any Preference Share shall be recorded in a resolution of the Directors. The Directors may at any time before the allotment of any Preference Share by further resolution in any way amend such rights and restrictions or vary or revoke its designation. A copy of any such resolution or amending resolution for the time being in force shall be annexed as an appendix to (but shall not form part of) these Bye-Laws. (iv) A Preference Share shall not have attached to it any right or restriction which is inconsistent with the special rights and privileges attached to any other class of preference share for the time being in issue. (3) For the avoidance of doubt, the provisions of the Bye-Laws shall have effect subject to the provisions of this Schedule and to such rights and restrictions as may be attached to any of the Preference Shares. (4) Any resolution of the Directors designating the rights attaching to any Preference Shares which is in effect at the date on which the provisions of this Schedule become effective shall be deemed to have been made pursuant to paragraph (2) of this Schedule(5). - ------------------- (5) This Schedule was substituted for the previous version on 27th March, 1998 and amended on 1st April, 1999. -----END PRIVACY-ENHANCED MESSAGE-----