-----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, PzV0c3Gc8NhMpAR/4eBLKUOkhlebOfyTKw8lmVcpfw9dO5GTE6WHIRYp5kTu1Y8a oVc0tCwH/urbgDluUSbiMg== 0000950130-01-504231.txt : 20010829 0000950130-01-504231.hdr.sgml : 20010829 ACCESSION NUMBER: 0000950130-01-504231 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20010828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL GROUP S A CENTRAL INDEX KEY: 0001060352 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68508-01 FILM NUMBER: 1725401 BUSINESS ADDRESS: STREET 1: BOULEVARD ROYAL 26 STREET 2: L-2449 LUXEMBOURG ZIP: 00000 BUSINESS PHONE: 0113522299 FILER: 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68508 FILM NUMBER: 1725400 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 S-3 1 ds3.txt FORM S-3 As filed with the Securities and Exchange Commission on August 28, 2001 Registration Nos. 333- and 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- TYCO INTERNATIONAL LTD. TYCO INTERNATIONAL GROUP S.A. (Exatcname of registrant as specified in its charter) (Exact name of registrant as specified 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 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) The Zurich Centre, Second Floor 6, avenue Emile Reuter 90 Pitts Bay Road Second Floor Pembroke HM 08, 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 area code, telephone number, including area code, of registrant's principal executive offices) 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 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. The telephone number there is (603) 778-9700. -------------- Copies to: Meredith B. Cross Fati Sadeghi Wilmer, Cutler & Pickering Senior Corporate Counsel 2445 M Street, N.W. Tyco International (US) Inc. Washington, D.C. 20037 One Tyco Park (202) 663-6000 Exeter, New Hampshire 03833 (603) 778-9700
-------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. 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. [X] CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------
Proposed Proposed Amount maximum maximum Amount of Title of each class of securities to to be offering price aggregate registration be registered registered(1) per unit(1) offering price(1) fee - ---------------------------------------------------------------------------------------------------------------- Debt Securities of Tyco International Group S.A.(2)....................... U.S.$6,000,000,000(2) 100% U.S.$6,000,000,000 U.S.$1,500,000(3) - ---------------------------------------------------------------------------------------------------------------- Guarantees of Tyco International Ltd................................. N/A (4) (4) (5) - ---------------------------------------------------------------------------------------------------------------- Common Shares of Tyco International Ltd., nominal value U.S.$0.20 per share............................... (6) N/A(6) N/A(6) (7) - ---------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and exclusive of accrued interest, if any. (2) The aggregate principal amount of the debt securities to be issued may be increased, if any debt securities are issued at an original issue discount, by an amount such that the net proceeds to be received by Tyco International Group S.A. shall be equal to the above amount to be registered. Any offering of debt securities denominated other than in U.S. dollars will be treated as the equivalent in U.S. dollars based on the exchange rate applicable to the purchase of such debt securities from Tyco International Group S.A. (3) The amount of registration fee, calculated in accordance with Section 6(b) of the Securities Act of 1933, as amended, and Rule 457(o) promulgated thereunder, is .000250 of the maximum aggregate offering price at which the debt securities registered pursuant to this Registration Statement are proposed to be offered. (4) No separate consideration will be received for the guarantees. (5) Under Rule 457(n), no fee is payable with respect to the guarantees. (6) An indeterminable number of common shares of Tyco International Ltd. which may from time to time be issued upon conversion or exchange of Tyco International Group S.A. debt securities registered hereunder, to the extent any of such debt securities are by their terms convertible into or exchangeable for such common shares, are registered hereunder. (7) Under Rule 457(i), no fee is payable with respect to such common shares. -------------- The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +The information in this prospectus is not complete and may be changed. We may + +not sell these securities until the registration statement filed with the + +Securities and Exchange Commission is effective. This prospectus is not an + +offer to sell these securities and it is not soliciting an offer to buy these + +securities in any state where the offer or sale is not permitted. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED AUGUST 28, 2001 PROSPECTUS $6,000,000,000 ------------ TYCO INTERNATIONAL GROUP S.A. ------------ Debt Securities ------------ Fully and Unconditionally Guaranteed by [LOGO OF TYCO] Tyco International Group S.A. (the "Company") may offer from time to time unsecured debt securities. The debt securities are unsecured obligations of the Company, which may be either senior or subordinated. The debt securities are fully and unconditionally guaranteed on an unsecured basis by Tyco International Ltd. ("Tyco"), the Company's corporate parent. Tyco's guarantee may be either senior or subordinate. Specific terms of the debt securities will be fully described in the prospectus supplement that will accompany this prospectus. Please read both the prospectus supplement and this prospectus carefully before you invest. This prospectus may not be used to sell debt securities unless accompanied by a prospectus supplement. ------------ Neither the Securities and Exchange Commission nor any state securities commission nor the Registrar of Companies or the Bermuda Monetary Authority in Bermuda has approved or disapproved of these securities or determined if this document is truthful or complete. Any representation to the contrary is a criminal offense. ------------ The date of this Prospectus is , 2001 TABLE OF CONTENTS
Page ---- Where You Can Find More Information........................................ ii Forward Looking Information................................................ iv Tyco....................................................................... 1 The Company................................................................ 1 Use of Proceeds............................................................ 1 Ratio of Earnings to Fixed Charges of Tyco................................. 2 Description of the Debt Securities and the Guarantees...................... 3 Description of the Common Shares........................................... 21 Enforcement of Civil Liabilities........................................... 24 Plan of Distribution....................................................... 24 Legal Matters.............................................................. 26 Experts.................................................................... 26
---------------- The Bermuda Stock Exchange takes no responsibility for the contents of this document, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this document. i WHERE YOU CAN FIND MORE INFORMATION In connection with this offering of debt securities, the Company and Tyco have filed with the United States Securities and Exchange Commission a registration statement under the United States Securities Act of 1933 relating to the debt securities. As permitted by SEC rules, this document omits certain information included in the registration statement. For a more complete understanding of the debt securities and this offering, you should refer to the registration statement, including its exhibits. Tyco also files annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934. You may read and copy this information at the following locations of the SEC: Public Reference Room Northeast Regional Office 450 Fifth Street, N.W. 7 World Trade Center Room 1024 Suite 1300 Washington, DC 20549 New York, New York 10048
Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Tyco's common shares are listed on the New York Stock Exchange, as well as on the London and Bermuda Stock Exchanges. You can obtain information about Tyco from the New York Stock Exchange at 20 Broad Street, New York, New York 10005. Tyco's filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov. The SEC allows the Company and Tyco to "incorporate by reference" information in documents filed with the SEC, which means that they can disclose important information to you by referring you to those documents. These incorporated documents contain important business and financial information about the Company and Tyco that is not included in or delivered with this document. The information incorporated by reference is considered to be part of this document, and later information filed with the SEC may update and supersede this information. The Company and Tyco incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934 prior to the end of the offering of debt securities under this document. In addition, all documents filed by the Company and Tyco pursuant to Sections 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934 after the date of the initial registration statement and prior to the effectiveness of the registration statement shall be deemed to be incorporated herein by reference.
Tyco SEC Filings (File No. 001-13836) Period ------------------------------------- ------ Annual Report on Form 10-K Fiscal year ended September 30, 2000 Quarterly Reports on Form 10-Q Quarterly periods ended December 31, 2000, March 31, 2001 and June 30, 2001 Current Reports on Form 8-K Filed on November 1, 2000, November 15, 2000, February 9, 2001, March 15, 2001, March 29, 2001, April 3, 2001, May 24, 2001, June 15, 2001, July 25, 2001, August 3, 2001 and August 16, 2001 The description of Tyco common shares Filed on March 1, 1999 as set forth in its Registration Statement on Form 8-A/A
ii You may request a copy of these filings at no cost, by writing or calling Tyco at the following address or telephone number: Tyco International Ltd. The Zurich Centre, Second Floor 90 Pitts Bay Road Pembroke HM 08, Bermuda (441) 292-8674 Exhibits to the documents will not be sent, however, unless those exhibits have specifically been incorporated by reference in this document. You should rely only on the information provided or incorporated by reference in this document. Neither the Company nor Tyco has authorized anyone else to provide you with different information. You should not assume that the information in this document is accurate as of any date other than the date on the front of this document. References to "$" in this prospectus are to United States dollars. iii FORWARD LOOKING INFORMATION Certain statements contained or incorporated by reference into this document are "forward looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. All forward looking statements involve risks and uncertainties. All statements contained herein that are not clearly historical in nature are forward looking, and the words "anticipate," "believe," "expect," "estimate" and similar expressions are generally intended to identify forward looking statements. Any forward looking statement contained in this document or any document incorporated by reference into this document regarding the consummation and benefits of future acquisitions, as well as expectations with respect to future sales, earnings, cash flows, operating efficiencies, product expansion, backlog, financings and share repurchases, are subject to known and unknown risks, uncertainties and contingencies, many of which are beyond the control of the Company and Tyco, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Factors that might affect such forward looking statements include, among other things: . overall economic and business conditions; . the demand for the Company's and Tyco's goods and services; . competitive factors in the industries in which the Company and Tyco compete; . changes in government regulations; . changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations); . results of litigation; . interest rate fluctuations and other capital market conditions, including foreign currency rate fluctuations; . economic and political conditions in international markets, including governmental changes and restrictions on the ability to transfer capital across borders; . the timing of construction and the successful operation of the TyCom Global Network by Tyco's majority owned subsidiary, TyCom Ltd., Tyco's undersea cable communications business; . the ability to achieve anticipated synergies in connection with Tyco's recent acquisition of The CIT Group, Inc. and other acquisitions; and . the timing, impact and other uncertainties of future acquisitions by Tyco. iv TYCO 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 through its indirect wholly-owned subsidiary, The CIT Group, Inc., acquired on June 1, 2001. Tyco operates in more than 100 countries around the world and expects revenues for its fiscal year ending September 30, 2001 to exceed $38 billion. Tyco's strategy is to be the low-cost, high-quality producer and provider in each of its markets. It promotes its leadership position by investing in its existing businesses, developing new markets and acquiring complementary businesses and products. Combining the strengths of its existing operations and its business acquisitions, Tyco seeks to enhance shareholder value through increased earnings per share and strong cash flows. Tyco reviews acquisition opportunities in the ordinary course of business, some of which may be material and some of which are currently under investigation, discussion or negotiation. There can be no assurance that any of such acquisitions will be consummated. Tyco's common shares are listed on the New York Stock Exchange and the Bermuda Stock Exchange under the symbol "TYC" and on the London Stock Exchange under the symbol "TYI." Tyco is a Bermuda company whose registered and principal executive offices are located at The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, telephone number (441) 292-8674. The executive offices of Tyco's principal United States subsidiaries are located at One Tyco Park, Exeter, New Hampshire 03833, and the telephone number there is (603) 778-9700. For additional information regarding the business of Tyco, please see Tyco's Form 10-K and other filings of Tyco with the SEC, which are incorporated by reference into this document. See "Where You Can Find More Information" on page ii. THE COMPANY Tyco International Group S.A. was formed as a Luxembourg company on March 30, 1998, as a wholly-owned subsidiary of Tyco. The registered and principal offices of the Company are located at 6, avenue Emile Reuter, 2nd Floor, L-2420 Luxembourg, and its telephone number is (352) 464-340-1. The Company is a holding company whose only business is to own indirectly a substantial portion of the operating subsidiaries of Tyco and to perform treasury operations for Tyco companies. Otherwise, it conducts no independent business. USE OF PROCEEDS Unless otherwise specified in the applicable prospectus supplement, the Company intends to use the net proceeds from the sale of the debt securities to refinance, in part, existing indebtedness, to finance recently announced acquisitions and for general corporate purposes. Funds not required immediately for these purposes may be invested temporarily in short-term marketable securities. 1 RATIO OF EARNINGS TO FIXED CHARGES OF TYCO The following table sets forth the ratio of earnings to fixed charges of Tyco for the nine months ended June 30, 2001, the fiscal years ended September 30, 2000, 1999 and 1998, the nine month transition period ended September 30, 1997 and the year ended December 31, 1996.
Nine Months Year Ended Nine Months Ended September 30, Ended Year Ended June 30, -------------- September 30, December 31, 2001 2000 1999 1998 1997(4) 1996 ----------- ---- ---- ---- ------------- ------------ Ratio of earnings to fixed charges(1)(2)(3)...... 5.66 7.51 3.53 5.07 1.00 2.54
- -------- (1) For purposes of determining the ratio of earnings to fixed charges, earnings consist of income (loss) before income taxes, minority interest, extraordinary items, cumulative effect of accounting change and fixed charges, less interest capitalized. Fixed charges consist of interest on indebtedness, amortization of debt expenses, minority interest expense related to Tyco's mandatorily redeemable preference shares, one-third of rent expense which is deemed representative of an interest factor and interest capitalized. (2) On April 2, 1999, October 1, 1998, August 29, 1997 and August 27, 1997, Tyco consummated mergers with AMP Incorporated, United States Surgical Corporation, Keystone International, Inc. and Inbrand Corporation, respectively. On July 2, 1997, Tyco, formerly called ADT Limited, merged with Tyco International Ltd., a Massachusetts corporation at the time ("Former Tyco"). Each of the five merger transactions qualified for the pooling of interests method of accounting. As such, the ratios of earnings to fixed charges presented include the effect of mergers, except that the calculation presented above for the period prior to January 1, 1997 does not include Inbrand due to immateriality. (3) Earnings for the nine months ended June 30, 2001, the years ended September 30, 2000, 1999 and 1998, the nine months ended September 30, 1997 and the year ended December 31, 1996 include net merger, restructuring and other non-recurring charges of $86.9 million (of which $78.8 million is included in cost of sales), $176.3 million (of which $1.0 million is included in cost of sales), $1,035.2 million (of which $106.4 million is included in cost of sales), $256.9 million, $947.9 million and $344.1 million, respectively. Earnings also include charges for the impairment of long-lived assets of $27.9 million, $99.0 million, $507.5 million, $148.4 million and $744.7 million in the nine months ended June 30, 2001, the years ended September 30, 2000 and 1999, the nine months ended September 30, 1997 and the year ended December 31, 1996, respectively. Earnings for the nine months ended June 30, 2001 also include a net gain of $276.6 million on the sale of businesses and investments and a net gain of $64.1 million on the sale of shares of a subsidiary. Earnings for the year ended September 30, 2000 also include a gain of $1.76 billion on the issuance of common shares by a subsidiary. Earnings for the nine months ended June 30, 2001 and the nine months ended September 30, 1997 also include a write-off of purchased in-process research and development of $184.3 million and $361.0 million, respectively. On a pro forma basis, the ratio of earnings to fixed charges excluding net merger, restructuring and other non-recurring charges, charges for the impairment of long-lived assets, net gain on the sale of businesses and investments, net gain on the sale of shares of a subsidiary, gain on the issuance of common shares by a subsidiary and the write-off of purchased in-process research and development would have been 5.61x, 6.02x, 5.82x, 5.68x, 6.81x and 5.76x for the nine months ended June 30, 2001, the fiscal years ended September 30, 2000, 1999 and 1998, the nine months ended September 30, 1997 and the year ended December 31, 1996, respectively. (4) In September 1997, Tyco changed its fiscal year end from December 31 to September 30. Accordingly, the nine-month transition period ended September 30, 1997 is presented. 2 DESCRIPTION OF THE DEBT SECURITIES AND THE GUARANTEES The debt securities will be either senior debt securities or subordinated debt securities. The senior debt securities will be issued under an indenture dated as of June 9, 1998 among the Company, Tyco and The Bank of New York, as trustee. This indenture is referred to as the "senior indenture." The subordinated debt securities will be issued under an indenture to be entered into among the Company, Tyco and the trustee named in a prospectus supplement. This indenture is referred to as the "subordinated indenture." The senior indenture and the subordinated indenture together are called the "indentures." The following description is subject to the detailed provisions of the indentures, copies of which can be obtained upon request from Tyco. See "Where You Can Find More Information" on page ii. The indentures are subject to, and governed by, the Trust Indenture Act of 1939. The statements made in this section relating to the indentures and to the debt securities and guarantees of the debt securities to be issued under the indentures are summaries, and do not purport to be complete. For a full description of the terms of the debt securities and their guarantees, you should refer to the indentures, as supplemented by any applicable supplemental indentures. The following is a description of the general terms and provisions of the debt securities set forth in the indentures and which may apply to any series of debt securities. The particular terms of a series of debt securities and the extent, if any, to which these general terms do not apply to such debt securities, will be set forth in a supplemental indenture and described in a prospectus supplement relating to the particular series of debt securities. See "Prospectus Supplements" below. Accordingly, for a description of the terms and provisions of any particular series of debt securities, you must refer to both this description and the description of the particular series contained in the applicable prospectus supplement. General The debt securities will be direct, unsecured obligations of the Company in the form of either senior or subordinated debt. The senior debt securities and the subordinated debt securities are together referred to in this prospectus as the "debt securities." The senior debt securities will rank equally with other unsecured and unsubordinated obligations of the Company for money borrowed. The subordinated debt securities will be entitled to payment only after payment has been made on the senior indebtedness. The debt securities will be effectively subordinated to all existing and future indebtedness and other liabilities of the Company's subsidiaries. The Company's rights and the rights of its creditors, including holders of debt securities, to participate in any distribution of assets of any subsidiary upon a liquidation or reorganization or otherwise of such subsidiary will be effectively subordinated to the claims of the subsidiary's creditors, except to the extent that the Company or any of its creditors may itself be a creditor of that subsidiary. Except as described under "Certain Restrictive Covenants in the Senior Indenture," the indentures do not limit other indebtedness or securities which may be incurred or issued by the Company or any of its subsidiaries or contain financial or similar restrictions on the Company or any of its subsidiaries. There are no covenants or provisions contained in the indentures which afford the holders of debt securities protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving the Company or Tyco. The consummation of any highly leveraged transaction, reorganization, restructuring, merger or similar transaction could cause a material decline in the credit quality of any outstanding debt securities. Debt securities may be issued either in certificated, fully registered form, without coupons, or as global notes under a book-entry system. See "Book-Entry, Delivery and Form" below. Upon receipt of an authentication order from the Company together with any other documentation required by the indentures, the trustee will authenticate debt securities in the form and amount required by the supplemental indenture relating to the series of debt securities. 3 Principal and premium, if any, will be payable, and the debt securities will be transferable and exchangeable without any service charge, at the office of the trustee. The Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with any such transfer or exchange. The indentures do not limit the aggregate principal amount of debt securities which may be issued thereunder. Prospectus Supplements The following terms of and information relating to a particular series of debt securities offered pursuant to this document will be set forth in the applicable prospectus supplement: . the title of the debt securities . the aggregate principal amount of the debt securities . the date or dates on which principal of, and premium, if any, on the debt securities is payable . the rate at which the debt securities shall bear interest, if any, or the method by which the interest rate will be determined . the date or dates from which interest will accrue . the date or dates on which interest will be payable and any related record dates . any redemption, repayment or sinking fund provisions . the terms, if any, upon which the debt securities may be convertible into or exchanged for securities of any kind of Tyco, the Company or of any other issuer or obligor and the terms and conditions upon which such conversion or exchange shall be effected . the denominations in which the debt securities will be issuable . any applicable material income tax considerations . if other than the principal amount of the debt securities, the portion of the principal amount due upon acceleration . whether the debt securities will be issued in the form of a global security or securities . any subordination provisions if different from those described below under "Subordinated Debt Securities" . any other specific terms of the debt securities . any specific terms and provisions of any guarantees of the debt securities . if other than the trustee named in the senior indenture, the identity of any trustees, paying agents or registrars with respect to the debt securities Guarantees Tyco will unconditionally guarantee the due and punctual payment of the principal of and interest on the debt securities and any other obligations of the Company under the indentures, as supplemented, when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise. Tyco's guarantees are unsecured. With respect to debt securities issued under the senior indenture, Tyco's guarantee will be an unsubordinated obligation of Tyco and will rank equally with all other unsecured and unsubordinated obligations of Tyco. With respect to debt securities issued under the subordinated indenture, 4 Tyco's guarantee will be a subordinated obligation of Tyco. The guarantees provide that in the event of a default in payment on a debt security, the holder of the debt security may institute legal proceedings directly against Tyco to enforce the guarantees without first proceeding against the Company. In addition, as described below under "Certain Restrictive Covenants in the Senior Indenture--Limitation on Indebtedness of Subsidiaries," subsidiaries of the Company may execute and deliver additional guarantees. The obligations of Tyco and any other guarantor of the debt securities, if any, under their guarantees are limited to the maximum amount which will not result in the obligations of such guarantors under their guarantees constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each guarantor of debt securities that makes a payment or distribution under its guarantee shall be entitled to a contribution from each other guarantor of such debt securities to the extent permitted by applicable law. Redemption In addition to any other redemption provisions that may be included in any supplemental indenture, the debt securities may be redeemed as described below. Redemption Upon Changes in Withholding Taxes The Company may redeem all, but not less than all, of the debt securities of any series if the following occurs: 1. After the date that the debt securities to be redeemed were issued, there is a change in the laws or regulations of Luxembourg or Bermuda or any of their respective political subdivisions or taxing authorities, or any change in the application or official interpretation of such laws or regulations. 2. As a result of this change, the Company or Tyco became or will become obligated to pay Additional Amounts, as defined below under "Payment of Additional Amounts," on the next payment date with respect to the debt securities to be redeemed. 3. The obligation to pay Additional Amounts cannot be avoided through the Company's or Tyco's reasonable measures. 4. The Company delivers to the trustee: . a certificate signed by two directors or by two officers of the Company or Tyco, or by a combination of officers and directors as described in the indentures, stating that the obligation to pay Additional Amounts cannot be avoided by the Company or Tyco taking reasonable measures available to it; and . a written opinion of independent legal counsel to the Company or Tyco, as the case may be, of recognized standing, to the effect that the Company or Tyco, as the case may be, has or will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Company or Tyco, as the case may be, cannot avoid the payment of such Additional Amounts by taking reasonable measures available to it. 5. Following the delivery of the certificate and opinion described in clause 4 above, the Company provides notice of redemption not less than 30 days, but not more than 60 days, prior to the date of redemption. The notice of redemption cannot be given more than 60 days before the earliest date on which the Company or Tyco would be otherwise required to pay Additional Amounts, and the obligation to pay Additional Amounts must still be in effect when the notice is given. Upon the occurrence of all of 1 through 5 above, the Company may redeem the debt securities at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date, plus any Additional Amounts. 5 Notice of Redemption In the event of a redemption of debt securities, the Company must deliver by first-class mail, postage prepaid, to the holders of the debt securities to be redeemed, a notice of redemption specifying the following: . the redemption price, . the amount of the debt securities held by the holder to be redeemed, . the redemption date, . the place of payment, . that payment will be made when the debt securities are surrendered to the trustee, . that interest accrued to the date of redemption will be paid as specified in the notice, and . that after the redemption date, and unless the Company defaults in the payment of the redemption price, interest will stop accruing on the debt securities or portions thereof to be redeemed. In connection with redemption, the Company will deposit with the trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the debt securities called for redemption. If less than all the debt securities of a series are to be redeemed, the trustee will select, in such manner as it deems appropriate and fair, debt securities of such series to be redeemed. Unless the Company defaults on the redemption payments, on and after the redemption date specified in the notice of redemption: . interest on the debt securities called for redemption will cease to accrue, and . the holders of such debt securities will have no right in respect of such debt securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. Payment of Additional Amounts Unless otherwise required by Luxembourg or Bermuda law, neither the Company, Tyco nor any other guarantor of the debt securities will deduct or withhold from payments made with respect to the debt securities and the guarantees on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Luxembourg or Bermuda taxing authority ("Taxes"). In the event that the Company, Tyco or any other guarantor is required to withhold or deduct on account of any Taxes from any payment made under or with respect to any debt securities or the guarantees, the Company, Tyco or such other guarantor, as the case may be, will pay such additional amounts so that the net amount received by each holder of debt securities, including the additional amounts, will equal the amount that such holder would have received if such Taxes had not been required to be withheld or deducted. The amounts that the Company, Tyco or such other guarantor are required to pay to preserve the net amount receivable by holders of debt securities are referred to as "Additional Amounts." Additional Amounts will not be payable with respect to a payment made to a holder of debt securities to the extent: 1. that any such Taxes would not have been so imposed but for the existence of any present or former connection between such holder and the Luxembourg or Bermuda taxing authority imposing such Taxes, other than the mere receipt of such payment, acquisition, ownership or disposition of such debt securities or the exercise or enforcement of rights under such debt securities, their guarantees or the related indenture; 2. of any estate, inheritance, gift, sales, transfer, or personal property Taxes imposed with respect to such debt securities, except as otherwise provided in the related indenture; 3. that any such Taxes would not have been imposed but for the presentation of such debt securities, where presentation is required, for payment on a date more than 30 days after the date on which such 6 payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or holder thereof would have been entitled to Additional Amounts had the debt securities been presented for payment on any date during such 30-day period; or 4. that such holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: . the making of such declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant Luxembourg or Bermuda taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes, and . at least 60 days prior to the first payment date with respect to which the Company, Tyco or such other guarantor shall apply this clause 4, the Company, Tyco or such other guarantor has notified all holders of debt securities in writing that they are required to provide such declaration or claim. Each of the Company, Tyco and any other guarantor of the debt securities, as applicable, will also: . withhold or deduct Taxes as required, . remit the full amount of Taxes deducted or withheld to the relevant Luxembourg or Bermuda taxing authority in accordance with all applicable laws, . use its reasonable best efforts to obtain from each Luxembourg or Bermuda taxing authority imposing such Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld, and . upon request, make available to the holders of the debt securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company, Tyco or such other guarantor or if, notwithstanding the Company's, Tyco's or such other guarantor's efforts to obtain such receipts, the same are not obtainable, other evidence of such payments by the Company, Tyco or such other guarantor of the debt securities. At least 30 days prior to each date on which any payment under or with respect to a series of debt securities is due and payable, if the Company, Tyco or such other guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company, Tyco or such other guarantor will deliver to the trustee an officer's certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and such other information as is necessary to enable the trustee to pay such Additional Amounts to holders of such debt securities on the payment date. The foregoing provisions shall survive any termination or the discharge of the related indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company, Tyco or any other guarantor of the debt securities, as the case may be, is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein. In addition, the Company will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and Additional Amounts with respect thereto, payable in Luxembourg, Bermuda or the United States or any political subdivision or taxing authority of or in the foregoing in respect of the creation, issue, offering, enforcement, redemption or retirement of any of the debt securities. Whenever in the indentures, the debt securities, their guarantees and in this "Description of the Debt Securities and the Guarantees" there is mentioned, in any context, the payment of principal, and premium, if any, redemption price, interest or any other amount payable under or with respect to any debt security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent payable in the particular context. 7 Book-Entry, Delivery and Form The Global Notes A series of debt securities may be issued in whole or in part in the form of one or more global securities under a book-entry system. Each global security: . will be deposited with, or on behalf of, The Depository Trust Company, and registered in the name of Cede & Co., as DTC's nominee, or . will remain in the custody of the trustee pursuant to a FAST Balance Certificate Agreement between DTC and the trustee. Depositary Procedures The descriptions of the operations and procedures of DTC, Euroclear and Clearstream Banking, societe anonyme, Luxembourg ("Clearstream, Luxembourg") set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. The Company takes no responsibility for these operations and procedures, and urges investors to contact the system or their participants directly to discuss these matters. DTC has advised the Company and Tyco that it is a limited purpose trust company organized under the laws of the State of New York. DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC's participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants. DTC has also advised the Company and Tyco that pursuant to procedures established by DTC: 1. upon the deposit of global notes representing debt securities with DTC, DTC will credit the accounts of its participants with an interest in the global notes. The accounts to be credited will be designated by the underwriters or agents, if any, or by the Company, if such debt securities were offered and sold directly by the Company; and 2. ownership of the debt securities will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC, with respect to the interests of its participants, and the records of DTC's participants and indirect participants, with respect to the interests of other owners of beneficial interest in the debt securities. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in debt securities represented by global notes to such persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through a DTC participant, the ability of a person having an interest in debt securities represented by a global note to pledge or transfer such interest to persons or entities that do not participate in DTC's system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest. 8 So long as DTC or its nominee is the registered owner of a global note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the global note for all purposes under the indentures. Except as provided below, owners of beneficial interests in a global note will not be entitled to have debt securities represented by such global note registered in their names, will not receive or be entitled to receive physical delivery of certificated debt securities, and will not be considered the owners or holders thereof under the indentures for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the related indenture. Accordingly, each holder owning a beneficial interest in a global note must rely on the procedures of DTC and, if such holder is not a DTC participant or an indirect participant, on the procedures of the participant through which such holder owns its interest, to exercise any rights of a holder of debt securities under the related indenture or such global note. The Company understands that under existing industry practice, in the event that the Company requests any action of holders of debt securities, or a holder that is an owner of a beneficial interest in a global note desires to take any action that DTC, as the holder of such global note, is entitled to take, DTC would authorize its participants to take such action and the participants would authorize holders owning through participants to take such action or would otherwise act upon the instruction of such holders. Payments with respect to the principal of, and premium, if any, and interest on, any debt securities represented by a global note registered in the name of DTC or its nominee on the applicable record date will be payable by the trustee to DTC or its nominee in its capacity as the registered holder of the global note representing the debt securities under the indentures. Under the terms of the indentures, the Company, Tyco and the trustee may treat the persons in whose names the global notes are registered as the owners thereof for the purpose of receiving payments thereon and for any and all other purposes whatsoever. Consequently, none of the Company, Tyco or the trustee nor any agent of the Company, Tyco or the trustee has or will have any responsibility or liability for: . any aspect of DTC's records or any participant's or indirect participant's records relating to, or payments (including principal, premium, if any, and interest) made on account of, any beneficial ownership interest in the global notes of any series, or for maintaining, supervising or reviewing any of DTC's records or any participant's or indirect participant's records relating to the beneficial ownership interests of the global notes of such series; or . any other matter relating to the actions and practices of DTC or any of its participants or indirect participants. DTC has advised the Company and Tyco that its current practice, upon receipt of any payment in respect of securities such as the debt securities including principal and interest, is to credit the accounts of the relevant participants with the payment on the payment date, in amounts proportionate to their respective holdings in the principal amount of beneficial interest in the relevant security as shown on the records of DTC, unless DTC has reason to believe it will not receive payment on such payment date. Payments by the participants and the indirect participants to the beneficial owners of any series of debt securities will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the trustee, the Company or Tyco. None of the Company, Tyco or the trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the debt securities, and the Company and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes. Transfers between participants in DTC will be effected in accordance with DTC's procedures, and transfers between participants in Euroclear and Clearstream, Luxembourg will be effected in accordance with their respective notes and operating procedures. Transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream, Luxembourg participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of 9 Euroclear or Clearstream, Luxembourg, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream, Luxembourg participants may not deliver instructions directly to the depositories for Euroclear or Clearstream, Luxembourg. DTC has advised the Company and Tyco that it will take any action permitted to be taken by a holder of notes of any series only at the direction of one or more participants to whose account DTC has credited the interests in the global notes of such series and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the notes, DTC reserves the right to exchange the global notes for legended notes in certificated form, and to distribute such notes to its participants. Although DTC, Euroclear and Clearstream, Luxembourg have agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, Luxembourg, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, Tyco or the trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream, Luxembourg or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations. Certificated Debt Securities If: 1. the Company notifies the trustee in writing that DTC is no longer willing or able to act as a depositary or DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days of such notice or cessation, or 2. the Company, at its option, notifies the trustee in writing that it elects to cause the issuance of debt securities in definitive form under the indenture, or 3. upon the occurrence of certain other events as provided in any supplemental indenture, then, upon surrender by DTC of the global notes representing the debt securities, certificated debt securities will be issued in the names and denominations requested by DTC in accordance with its customary procedures. Upon any such issuance, the trustee is required to register the certificated debt securities in the requested names and cause the certificates to be delivered to the registered holders. None of the Company, Tyco or the trustee shall be liable for any delay by DTC or any DTC participant or indirect participant in identifying the beneficial owners of the related debt securities and the Company, Tyco and the trustee may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes. Merger, Consolidation, Sale or Conveyance The indentures provide that neither the Company, Tyco nor any other guarantor of any debt securities issued under the indentures will merge or consolidate with any other person and will not sell or convey all or substantially all of its assets to any person, unless: 1. the Company, Tyco or such other guarantor, as the case may be, shall be the continuing corporation, or 10 2. the successor corporation or person that acquires all or substantially all of the assets of the Company, Tyco or such other guarantor, as the case may be, shall expressly assume, . the payment of principal of, premium, if any, and interest on all debt securities issued under the indentures or the obligations under the guarantees thereof, as the case may be, and . the observance of all the covenants and agreements under the indentures to be performed or observed by the Company, Tyco or such other guarantor, as the case may be, and in either case, immediately after such merger, consolidation, sale or conveyance, the Company, Tyco or such other guarantor, as the case may be, or such successor corporation or person, as the case may be, shall not be in default in the performance of the covenants and agreements of the indentures to be performed or observed by the Company, Tyco or such other guarantor, as the case may be; provided that the foregoing shall not apply to a guarantor other than Tyco if in connection with any such merger, consolidation, sale or conveyance the guarantee of such guarantor is released and discharged pursuant to paragraph 2 of the "Limitation on Indebtedness of Subsidiaries" covenant related to the senior indenture described below. Events of Default An event of default with respect to a series of debt securities issued under either indenture is defined in the related indenture as being: . default for 30 days in payment of any interest on or any additional amounts related to any debt securities of such series; . default in any payment of principal of or premium, if any, on any debt securities of such series, including any sinking fund payment; . default by the Company, Tyco or any other guarantor in performance of any other of the covenants or agreements in respect of the debt securities of such series and related guarantees that continues for 90 days after the Company receives notice of such failure in accordance with the indentures; . any guarantee of the debt securities ceases to be, or the Company or any guarantor of the debt securities asserts in writing that such guarantee is not, in full force and effect and enforceable in accordance with its terms; . certain events involving bankruptcy, insolvency or reorganization of the Company or Tyco or, with respect to debt securities issued under the senior indenture, any Significant Subsidiary Guarantor; . any other event of default provided in a supplemental indenture, a resolution of the Board of Directors, or in the form of the security related to the issuance of a series of debt securities; or . with respect to debt securities issued under the senior indenture, default by the Company, Tyco or any other guarantor of the debt securities in the payment at the final maturity thereof, after the expiration of any applicable grace period, of principal of, premium, if any, or interest on indebtedness for money borrowed, other than non- recourse indebtedness, in the principal amount then outstanding of $50,000,000 or more, or acceleration of any indebtedness in such principal amount so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration is not rescinded within ten business days after notice to the Company in accordance with the senior indenture. The indentures provide that the trustee shall transmit notice of any uncured default under the indentures known to the trustee with respect to any series of debt securities issued thereunder, within 90 days after the occurrence of such default, to the holders of the debt securities of each affected series, except that the trustee may withhold notice to the holders of any series of debt securities of any default, except in payment of principal of, premium, if any, or interest on such series, or in the payment of any sinking fund or purchase installment with respect to the series, if the trustee determines in good faith in accordance with procedures set forth in the indenture that it is in the interest of the holders of such series of debt securities to do so. 11 If an event of default due to: . the default in payment of interest, principal or sinking fund installment with respect to any series of debt securities issued under the indentures; . the default in the performance or breach of any other covenant or agreement of the Company, Tyco or any guarantor applicable to the debt securities of such series but not applicable to all outstanding debt securities issued under the indentures; . a guarantee of a series of debt securities ceasing to be, or the Company or any guarantor asserting that a guarantee of a series of debt securities no longer is, in full force and effect and enforceable in accordance with its terms; or . any other event of default described in a supplemental indenture, board resolution, or in the form of security related to the issuance of a series of debt securities shall have occurred and be continuing, either the trustee or the holders of not less than 25% in principal amount of the debt securities of such series then outstanding may declare the principal of all debt securities of such series and interest accrued thereon to be due and payable immediately. If an event of default due to: . a default in the performance of any other of the covenants or agreements applicable to all outstanding debt securities issued under the related indenture and then outstanding; . certain events of bankruptcy, insolvency and reorganization of the Company or Tyco or, with respect to debt securities issued under the senior indenture, any Significant Subsidiary Guarantor; . with respect to debt securities issued under the senior indenture, a default in payment at final maturity or upon acceleration of indebtedness for money borrowed in the principal amount then outstanding of $50,000,000 or more; or . any other event of default described in a supplemental indenture, board resolution, or in the form of security related to the issuance of a series of debt securities shall have occurred and be continuing, either the trustee or the holders of not less than 25% in principal amount of all debt securities issued under the related indenture and then outstanding, treated as one class, may declare the principal of all such debt securities and interest accrued thereon to be due and payable immediately. In certain circumstances, such declarations may be annulled and past defaults may be waived by the holders of a majority in principal amount of the outstanding debt securities of an affected series, voting as a separate class, or all debt securities outstanding under the related indenture, voting as a single class, as the case may be. The holders of a majority in principal amount of the outstanding debt securities of each affected series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee with respect to the debt securities of such series, subject to certain limitations specified in the related indenture. The indentures provide that no holder of debt securities of any series may institute any action against the Company under the indentures, except actions for payment of overdue principal, premium, if any, or interest, unless such holder previously shall have given to the trustee written notice of default and continuance thereof and unless the holders of not less than 25% in principal amount of the debt securities of such series then outstanding shall have requested the trustee to institute such action and shall have offered the trustee reasonable indemnity, the trustee shall not have instituted such action within 60 days of such request, and the trustee shall not have received direction inconsistent with such request by the holders of a majority in principal amount of the debt securities of such series then outstanding. 12 Each of the indentures requires the annual filing by the Company with the trustee of a written statement as to compliance with the covenants and agreements contained in the related indenture. With respect to the senior indenture, "Significant Subsidiary Guarantor" means any one or more guarantors, other than Tyco, which, at the date of determination, together with its or their respective subsidiaries in the aggregate, . for the most recently completed fiscal year of the Company accounted for more than 10% of the consolidated revenues of the Company, or . at the end of such fiscal year, was the owner, beneficial or otherwise, of more than 10% of the consolidated assets of the Company, as determined in accordance with United States generally accepted accounting principles and reflected on the Company's consolidated financial statements. Discharge, Defeasance and Covenant Defeasance The Company may discharge or defease its obligations under each of the indentures as set forth below. Under terms satisfactory to the trustee, the Company or any guarantor of the debt securities issued under the related indenture may discharge the related indenture with respect to any series of debt securities issued under that indenture if all securities in the series have not already been delivered to the trustee for cancellation and have either become due and payable or are by their terms due and payable within one year, or may be called for redemption within one year, by irrevocably depositing with the trustee cash or direct obligations of the United States as trust funds in an amount certified to be sufficient to pay at maturity, or upon redemption, the principal of, premium, if any, and interest and any other sums payable, if any, on such debt securities. However, the Company maintains any rights to optional redemption and may not avoid . its duty to register the transfer or exchange of debt securities of such series, or to replace any mutilated, destroyed, lost or stolen debt securities of such series, . the rights of holders of such debt securities to receive from the funds deposited with the trustee payments of principal and interest and sinking fund payments, if any, on such securities, on the stated due dates for such payments, or . the rights, obligations and immunities of the trustee under the related indenture. In the case of any series of debt securities in respect of which the exact amounts of principal of and interest due on such series can be determined at the time of making the deposit referred to below, the Company at its option at any time may also: 1. discharge any and all of its obligations to holders of such series of debt securities ("defeasance"), but may not thereby avoid the obligations enumerated in the previous paragraph; or 2. be released with respect to such series of senior debt securities from the obligations imposed by the covenants described under the caption "Certain Restrictive Covenants in the Senior Indenture" below and with respect to both the senior and subordinated debt securities from the obligation under the caption "Merger, Consolidation, Sale or Conveyance" above and omit to comply with such covenants without creating an event of default ("covenant defeasance"). Defeasance or covenant defeasance may be effected only if, among other things: 1. the Company or Tyco irrevocably deposits with the trustee cash and/or direct obligations of the United States, as trust funds in an amount certified by a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm to be sufficient to pay each installment of principal and interest and any mandatory sinking fund payments, if any, on all outstanding debt securities of the relevant series on the dates such installments of principal, premium, if any, and interest are due; 13 2. no default or event of default shall have occurred and be continuing on the date of the deposit referred to in clause 1 or, in respect of certain events of bankruptcy, insolvency or reorganization, during the period ending on the 91st day after the date of such deposit, or any longer applicable preference period; and 3. the Company delivers to the trustee: (A) an opinion of counsel to the effect that the holders of such series of debt securities . will not recognize any income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance or covenant defeasance, as applicable, and . will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance or covenant defeasance, as applicable, had not occurred. In the case of defeasance, such opinion must be based on a ruling of the Internal Revenue Service or a change in United States federal income tax law occurring after the date of the related indenture; and (B) an opinion of counsel to the effect that . payments from the defeasance trust will be free and exempt from any and all withholding and other taxes imposed or levied by or on behalf of Luxembourg or any political subdivision thereof having the power to tax, and . holders of such series of debt securities will not recognize any income, gain or loss for Luxembourg income tax and other Luxembourg tax purposes as a result of such deposit and defeasance or covenant defeasance, as applicable, and will be subject to Luxembourg income tax and other Luxembourg tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance or covenant defeasance, as applicable, had not occurred. Modification of the Indentures Each indenture contains provisions permitting the Company, Tyco and the trustee, with the consent of the holders of not less than a majority of the principal amount of the debt securities issued under the related indenture at the time outstanding of all series affected, voting as one class, to modify the related indenture or any supplemental indenture or the rights of the holders of the debt securities. Without the consent of the holder of each debt security affected, the related indenture cannot be modified to: 1. extend the final maturity of any of the debt securities or reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon, reduce any amount payable on redemption thereof, reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy, impair or affect the right of any holder of the debt securities to institute suit for the payment thereof or, if debt securities so provide, any optional right of repayment, or 2. reduce the aforesaid percentage in principal amount of debt securities of any series, the consent of the holders of which is required for any such supplemental indenture. Each indenture contains provisions permitting the Company, Tyco and the trustee, without the consent of any holders of debt securities, to enter into a supplemental indenture, among other things, for purposes of . curing any ambiguity, . correcting or supplementing any provision contained in the indenture or in any supplemental indenture or making other provisions in regard to the matters or questions arising under the indenture or any 14 supplemental indenture as the Board of Directors of the Company deems necessary or desirable and which does not adversely affect the interests of the holders of debt securities in any material respect, or . establishing the form or terms of any series of debt securities as are not otherwise inconsistent with any of the provisions of the affected indenture. Certain Restrictive Covenants in the Senior Indenture The senior indenture contains, among others, the covenants described below. Some capitalized terms used in this section are defined under "Definitions in the Senior Indenture" below. These covenants do not apply to debt securities issued under the subordinated indenture. Limitations on Liens The Company covenants that, so long as any debt securities issued under the senior indenture remain outstanding, but subject to defeasance, as provided in the indenture, it will not, and will not permit any Restricted Subsidiary to, incur any indebtedness which is secured by a mortgage, pledge, security interest, lien or encumbrance (each a "lien") upon: . any Principal Property, or . any shares of stock of any Restricted Subsidiary, or indebtedness issued by any Restricted Subsidiary, whether now owned or hereafter acquired, without effectively providing that, for so long as such lien shall continue in existence with respect to such secured indebtedness, the debt securities issued under the senior indenture, together with, if the Company shall so determine, any other indebtedness of the Company ranking equally with such debt securities, shall be equally and ratably secured with a lien ranking ratably with or equal to, or at the Company's option prior to, such secured indebtedness. The foregoing restriction shall not apply to: 1. liens that exist when the applicable debt securities are issued; 2. liens on the stock, assets or indebtedness of a person that exist when such person becomes a Restricted Subsidiary unless created in contemplation of such Restricted Subsidiary becoming such; 3. liens on any assets or indebtedness of a person that exist: . when such person is merged into the Company or a Restricted Subsidiary of the Company or . at the time the Company or a Restricted Subsidiary purchases, leases or otherwise acquires as an entirety or substantially as an entirety the assets of such person; 4. liens on any Principal Property that exist: . when the Company or any Restricted Subsidiary acquired such property, . to secure the payment or indebtedness for the financing of the purchase price of such property, or . to secure indebtedness incurred for the purpose of the financing of all or any part of improvements or construction on such property, which indebtedness in each case is incurred before, at the time of, or within one year after the acquisition of such property, or in the case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later; 5. liens that secure indebtedness owed by any Restricted Subsidiary to the Company, Tyco or a subsidiary of the Company or by the Company to Tyco; 6. liens in favor of any country or state, or political subdivision thereof: . to secure payments pursuant to any contract, statute, rule or regulation or 15 . to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price, or, in the case of real property, the cost of construction or improvement, of the Principal Property subject to such liens, including, but not limited to, liens incurred in connection with pollution control, industrial revenue or similar financings; 7. liens or deposits under worker's compensation or similar legislation, or in connection with bids, tenders, contracts, other than for the payment of money, or leases to which the Company or any Restricted Subsidiary is a party, or to secure the public or statutory obligations of the Company or any Restricted Subsidiary, or in connection with obtaining or maintaining self-insurance, or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or to secure surety, performance, appeal or customs bonds to which the Company or any Restricted Subsidiary is a party, or in litigation or other proceedings in connection with the matters heretofore referred to in this clause, such as, but not limited to, interpleader proceedings, and other similar pledges, liens or deposits made or incurred in the ordinary course of business; 8. certain liens in connection with legal proceedings, as provided in the senior indenture; 9. liens for certain taxes or assessments, governmental charges or levies, landlord's liens and liens and charges incidental to the conduct of the business of the Company or any Restricted Subsidiary, or the ownership of their respective assets, which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of the Board of Directors of the Company, materially impair the use of such assets in the operation of the business of the Company or such Restricted Subsidiary or the value of such Principal Property for the purposes thereof; 10. liens to secure the Company's or any Restricted Subsidiary's obligations under agreements with respect to spot, forward, future and option transactions, entered into in the ordinary course of business; 11. liens not permitted by the foregoing clauses 1 to 10, inclusive, if at the time of, and after giving effect to, the creation or assumption of such lien, the aggregate amount of all outstanding indebtedness of the Company and its Restricted Subsidiaries, without duplication, secured by all liens not permitted by the foregoing clauses 1 through 10, inclusive, together with the Attributable Debt in respect of Sale and Lease-Back Transactions permitted by clause 1 under "Limitation on Sale and Lease-Back Transactions" below does not exceed the greater of $100,000,000 and 10% of Consolidated Net Worth; and 12. any total or partial extension, renewal or replacement of any lien permitted pursuant to exceptions 1 through 11, inclusive, except that the principal amount of indebtedness secured by such extension, renewal or replacement, unless otherwise excepted under clauses 1 through 11, shall not exceed the principal amount of indebtedness of the original permitted lien, and that such extension, renewal or replacement shall be limited to all or part of the assets, or any replacement therefor, which secured the original lien, plus improvements and construction on real property. Limitation on Sale and Lease-Back Transactions Under the senior indenture, the Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to a Principal Property unless: 1. the Company or such Restricted Subsidiary would, at the time of entering into a Sale and Lease-Back Transaction, be entitled to incur indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such transaction, without equally and ratably securing the debt securities issued under the senior indenture pursuant to the provisions described under "Limitations on Liens" above, or 2. the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to their fair value, as determined by the Company's Board of Directors, and an amount equal to the net proceeds is applied, within 180 days of the effective date of such transaction, to the purchase or acquisition, or, in the case of real property, commencement of the construction, of property or assets or to 16 the retirement of the debt securities issued under the senior indenture, other than at maturity or pursuant to a mandatory sinking fund or a mandatory redemption provision, or of Funded Indebtedness of the Company or a consolidated subsidiary of the Company that ranks on a parity with or senior to the debt securities issued under the senior indenture, subject to credits for certain voluntary retirement of Funded Indebtedness and certain delivery of debt securities issued under the senior indenture to the trustee for retirement and cancellation. Limitation on Indebtedness of Subsidiaries Under the senior indenture: 1. The Company will not cause or permit any subsidiary of the Company, which is not a guarantor of the debt securities issued under the senior indenture, directly or indirectly, to create, assume, guarantee or otherwise in any manner become liable for the payment of or otherwise incur (collectively, "incur"), any indebtedness, including any Acquired Indebtedness but excluding any Permitted Subsidiary Indebtedness, unless such subsidiary simultaneously executes and delivers a supplemental indenture providing for a guarantee of the debt securities issued under the senior indenture. 2. Notwithstanding the foregoing, any guarantee by a subsidiary of the Company of the debt securities issued under the senior indenture shall provide by its terms that it, and all liens securing the same, shall be automatically and unconditionally released and discharged upon . any sale, exchange or transfer, to any person not an Affiliate of the Company, of all of the Company's equity interests in, or all or substantially all the assets of, such subsidiary, which transaction is in compliance with the terms of the senior indenture and such subsidiary is released from all guarantees, if any, by it of other indebtedness of the Company or any subsidiaries of the Company, . the payment in full of all obligations under the indebtedness described in clause 1 above giving rise to such guarantee, or . with respect to indebtedness described in clause 1 above constituting guarantees of indebtedness, the release by the holders of such indebtedness of the guarantee by such subsidiary, including any deemed release upon payment in full of all obligations under such indebtedness, provided that: . no other indebtedness, other than Permitted Subsidiary Indebtedness, has been guaranteed by such subsidiary, or . the holders of all other indebtedness which is guaranteed by such subsidiary also release the guarantee by such subsidiary, including any deemed release upon payment in full of all obligations under such indebtedness. 3. For purposes of this covenant, any Acquired Indebtedness shall not be deemed to have been incurred until 180 days from the date . the person obligated on such Acquired Indebtedness becomes a subsidiary of the Company, or . the acquisition of assets in connection with which such Acquired Indebtedness was assumed is consummated. Definitions in the Senior Indenture "Acquired Indebtedness" means indebtedness of a person: . existing at the time such person becomes a Restricted Subsidiary, or . assumed in connection with the acquisition of assets by such person, in each case, other than indebtedness incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary or such acquisition, as the case may be. 17 "Affiliate" means, with respect to any specified person: . any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person; . any other person that owns, directly or indirectly, 10% or more of such specified person's capital stock or any officer or director of any such specified person or other person; or . any other person 10% or more of the voting stock of which is beneficially owned or held directly or indirectly by such specified person. For the purposes of this definition, "control" when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Attributable Debt" means in connection with a Sale and Lease-Back Transaction, as of any particular time, the aggregate of present values, discounted at a rate per annum equal to the average interest borne by all outstanding debt securities issued under the senior indenture determined on a weighted average basis and compounded semi-annually, of the obligations of the Company or any Restricted Subsidiary for net rental payments during the remaining term of the applicable lease, including any period for which such lease has been extended or may, at the option of the lessor, be extended. The term "net rental payments" under any lease of any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including, however, any amounts required to be paid by such lessee, whether or not designated as rental or additional rental, on account of maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges. "Consolidated Net Worth" means, at any date, the total assets less the total liabilities, in each case appearing on the most recently prepared consolidated balance sheet of the Company and its subsidiaries as of the end of a fiscal quarter of the Company, prepared in accordance with United States generally accepted accounting principles as in effect on the date of calculation. "Consolidated Tangible Assets" means, at any date, the total assets less all intangible assets appearing on the most recently prepared consolidated balance sheet of the Company and its subsidiaries as of the end of a fiscal quarter of the Company, prepared in accordance with United States generally accepted accounting principles as in effect on the date of calculation. "Intangible Assets" means the amount, if any, which would be stated under the heading "Costs in Excess of Net Assets of Acquired Companies" or under any other heading relating to intangible assets separately listed, in each case on the face of the aforesaid consolidated balance sheet. "Funded Indebtedness" means any indebtedness maturing by its terms more than one year from the date of the determination thereof, including any indebtedness renewable or extendible at the option of the obligor to a date later than one year from the date of the determination thereof. "Permitted Subsidiary Indebtedness" means any of the following: 1. indebtedness in an aggregate amount, without duplication, not to exceed, as of the date of determination, 5% of the Consolidated Tangible Assets of the Company, excluding any indebtedness described in clauses 2 through 8 below; 2. indebtedness owed to the Company, Tyco or any subsidiary of the Company; 3. obligations under standby letters of credit or similar arrangements supporting the performance of a person under a contract or agreement in the ordinary course of business; 18 4. obligations as lessee in the ordinary course of business which are capitalized in accordance with United States generally accepted accounting principles; 5. indebtedness that was Permitted Subsidiary Indebtedness at the time that it was first incurred; 6. Acquired Indebtedness that by its terms is not, at the time it became Acquired Indebtedness or within 180 days thereafter, callable or redeemable prior to its stated maturity and that remains outstanding following such time as the subsidiary of the Company obligated under such Acquired Indebtedness in good faith has made or caused to be made an offer to acquire all such indebtedness, including, without limitation, an offer to exchange such indebtedness for securities of the Company, on terms which, in the opinion of an independent investment banking firm of national reputation and standing, are consistent with market practices in existence at the time for offers of a similar nature, provided that the initial expiration date of any such offer shall be not be later than the expiration of the time period set forth in clause 3 of the "Limitation on Indebtedness of Subsidiaries" covenant; 7. indebtedness outstanding on the date of the senior indenture; and 8. any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a "refinancing") of any indebtedness referred to in clause 7 of this definition of "Permitted Subsidiary Indebtedness" of a subsidiary organized under a jurisdiction other than the United States or any State thereof or the District of Columbia, including any successive refinancings, so long as the borrower under such refinancing is such subsidiary and the aggregate principal amount of indebtedness represented thereby, or if such indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such indebtedness plus any accreted value attributable thereto since the original issuance of such indebtedness, is not increased by such refinancing plus the lesser of (A) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the indebtedness being refinanced or (B) the amount of premium or other payment actually paid at such time to refinance the indebtedness, plus, in either case, the amount of expenses of such subsidiary incurred in connection with such refinancing. "Principal Property" means any manufacturing, processing or assembly plant or facility or any warehouse or distribution facility which is used by any U.S. subsidiary of the Company after the date of the senior indenture, other than any such plants, facilities, warehouses or portions thereof, which in the opinion of the Board of Directors of the Company, are not collectively of material importance to the total business conducted by the Company and its Restricted Subsidiaries as an entirety, or which, in each case, has a book value, on the date of the acquisition or completion of the initial construction thereof by the Company, of less than 1.5% of Consolidated Tangible Assets. "Restricted Subsidiary" means any subsidiary of the Company which owns or leases a Principal Property. "Sale and Lease-Back Transaction" means an arrangement with any person providing for the leasing by the Company or a Restricted Subsidiary of any Principal Property whereby such Principal Property has been or is to be sold or transferred by the Company or a Restricted Subsidiary to such person; provided, however, that the foregoing shall not apply to any such arrangement involving a lease for a term, including renewal rights, for not more than three years. Subordinated Debt Securities The indebtedness evidenced by the subordinated debt securities is subordinated to the extent provided in the subordinated indenture to the prior payment in full of all senior indebtedness, including any senior debt securities. Senior indebtedness generally includes all indebtedness for money borrowed of the Company, except indebtedness that is expressly stated to not be superior to the subordinated debt securities or to rank equal to the subordinated debt securities. 19 Upon any distribution of the Company's assets upon any dissolution, winding up, liquidation or reorganization, payments on the subordinated debt securities will be subordinated in right of payment to the prior payment in full in cash of all senior indebtedness. In the event of any acceleration of the subordinated debt securities because of an event of default, holders of any senior indebtedness would be entitled to payment in full in cash of all senior indebtedness before the holders of subordinated debt securities are entitled to receive any payment or distribution. The Company is required to promptly notify holders of senior indebtedness if payment of the subordinated debt securities is accelerated because of an event of default. The Company may not make payment on the subordinated debt securities if a default in the payment of senior indebtedness occurs and is continuing. As a result of these subordination provisions, in the event of the Company's bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders of the subordinated debt securities may receive less, ratably, than the Company's other creditors. The subordination provisions will not prevent the occurrence of any event of default under the subordinated indenture. If the trustee or any holder receives any payment that should not have been made to them in contravention of subordination provisions before all senior indebtedness is paid in full, then such payment will be held in trust for the holders of senior indebtedness. Tyco's guarantee of subordinated debt securities will be subordinated to Tyco's senior indebtedness. Tyco's senior indebtedness includes Tyco's guarantee of debt securities issued under the senior indenture. Concerning the Trustee The trustee may hold debt securities issued under each indenture, act as a depository for funds of, make loans to, or perform other services for, Tyco, the Company and their subsidiaries as if it were not the trustee. 20 DESCRIPTION OF THE COMMON SHARES The Company's debt securities may be convertible into or exchangeable for shares of Tyco's common shares. The following description is a summary of the terms of Tyco's common shares. This description is not complete and is subject to the applicable provisions of Bermuda law and Tyco's Memorandum of Association and Bye-Laws, which are filed as exhibits to the registration statement related to this prospectus. Tyco has authorized 2,500,000,000 common shares. As of August 9, 2001, there were 1,937,114,215 common shares outstanding, including shares issuable upon exchange of exchangeable shares of CIT Exchangeco Inc., an indirect wholly-owned subsidiary of Tyco. Dividends Tyco's Board of Directors may declare dividends out of Tyco's available profits as long as there are no reasonable grounds for believing that: . Tyco is, or after payment of the dividend would be, unable to pay its liabilities as they become due, or . the realizable value of Tyco's assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts. Subject to special rights of any other Tyco shares, all dividends are payable according to the amounts paid or credited as paid on common shares. Dividends are normally payable in U.S. dollars, but holders with a registered address in the United Kingdom and other countries outside the United States may receive payment in another currency. Any dividend that is unclaimed may be invested or otherwise made use of by Tyco's Board, and after a period of 12 years is forfeited and reverts to Tyco. Voting rights At any general meeting, votes may be given in person or by proxy. Tyco's Bye-Laws require that any proxy must be a registered shareholder of Tyco. Under Tyco's Bye-Laws, not less than two holders of common shares present, in person or by proxy, constitute a quorum at a general meeting except as provided under "Variation of Rights" below. Under Bermuda law, questions proposed for consideration at a company's general meeting are decided by a simple majority vote or by the vote required by the bye-laws, except where a larger majority is required by law. Any question proposed for consideration at a general meeting may be decided on a show of hands, in which each shareholder present in person or by proxy is entitled to one vote and casts this vote by raising his or her hand, unless, before or on the declaration of the result of a show of hands, a poll is demanded by . the Chairman of the meeting; . at least three shareholders present in person or represented by proxy; . any shareholder or shareholders present in person or represented by proxy holding individually or between them at least 10% of the total voting rights of all shareholders having the right to vote at the meeting; or . a shareholder or shareholders present in person or by proxy holding shares conferring the right to vote at the meeting and on which an aggregate sum has been paid equal to at least 10% of the total sum paid up on all shares entitled to vote. Tyco's Bye-Laws provide that a shareholder is not entitled, except as proxy for another shareholder, to be present or vote at any meeting, either personally or by proxy, in respect of any share held by the shareholder (whether alone or jointly with any other person) on which there shall not have been paid all calls due and payable, together with interest and expenses. Tyco's Bye-Laws also provide that any person who is known or believed by Tyco to be interested in common shares, and who has failed to comply with a notice from Tyco 21 requesting specified information regarding that person's interest in common shares, will lose voting rights for the period the shareholder fails to comply with the notice, plus an additional 90 days. In addition, a shareholder loses voting rights, . if the shareholder has failed to comply with a notice under Tyco's Bye- Laws requiring the shareholder to make an offer in accordance with the City Code on Takeovers and Mergers of the United Kingdom, as applied by Tyco's Bye-Laws, or, as the case may be, in accordance with Tyco's Bye- Laws, . for a period of 180 days if the shareholder acquires three percent or more of the issued share capital of any class of Tyco, either alone or in concert with others, and fails to notify Tyco of the acquisition within two days, or, already possessing three percent or more of the issued share capital of any class of Tyco, fails to notify Tyco of a change in the shareholder's interests amounting to one percent or more of the share capital of any class, provided that Tyco notifies the shareholder of the loss of the voting rights. Liquidation On a liquidation of Tyco, holders of common shares are entitled to receive any assets remaining after the payment of Tyco's debts and the expenses of the liquidation, subject to special rights of any other class of shares. Suspension of rights In certain circumstances, the rights of a shareholder to vote and to receive any payment or income or capital in respect of a common share may be suspended. Those circumstances include failure to provide information about ownership of and other interests in common shares, if so required in accordance with Tyco's Bye-Laws, as discussed above under "Voting Rights." Variation of rights If, at any time, the share capital of Tyco is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with written consent of the holders of three-fourths of the issued shares of that class, or by resolution passed at a separate general meeting by a majority of three-fourths of the holders of the shares of that class voting in person or by proxy. Under Tyco's Bye-Laws, three shareholders holding not less than one-third of the issued shares of a class, in person or by proxy, constitute a quorum at a general meeting held for this purpose. At any adjournment of this meeting, two shareholders of that class, in person or by proxy, constitute a quorum, irrespective of the amount of their holdings. Sale, lease or exchange of assets and mergers Under Bermuda law, there is no requirement for a company's shareholders to approve a sale, lease or exchange of all or substantially all of a company's property and assets. Bermuda law provides that a company may enter into a compromise or arrangement in connection with a scheme for the reconstruction of the company on terms that include, among other things, the transfer of all or part of the undertaking or the property of the company to another company. Any compromise or arrangement of this kind requires the approval of a majority in number representing three-fourths in value of the creditors or shareholders or class of shareholders, as the case may be, present and voting either in person or by proxy at the meeting, and the sanction of the Bermuda Supreme Court. Under Bermuda law, unless the company's bye-laws provide otherwise, an amalgamation requires the approval of the holders of at least three-fourths of those voting at a meeting of shareholders at which a requisite quorum is present. Tyco's Bye-Laws do not contain any contrary provisions. For purposes of approval of an amalgamation, all shares, whether or not otherwise entitled to vote, carry the right to vote. A separate vote of a class of shares is required if the rights of that class would be altered by virtue of the amalgamation. 22 Share acquisitions, business combinations and related provisions Under Tyco's Bye-Law 104(1)(A), if any person, whether as a result of one transaction or a series of transactions, would be obligated to make an offer to Tyco's security holders under the Rules of the City Code, Tyco's Board may require that person to make an offer as if the City Code applied to Tyco. The City Code provides that, when any person (and persons acting in concert with that person) acquires shares which carry 30% or more of the voting rights of a company, that person must make an offer for all shares of any class of equity share capital (whether voting or non-voting) and also any voting non-equity share capital in which that person or persons hold shares. The offer must be for cash or offer a cash alternative, in each case at not less than the highest price paid (in cash or otherwise) by the offeror, or anyone acting in concert with the offeror, for shares of the same class during the offer period and within the 12 months before commencement of the offer. Tyco's Bye-Law 104(3) further provides that, where any person is interested in 30% or more of Tyco's outstanding common shares, Tyco's Board may serve a notice requiring that person to make an offer for all of the outstanding securities of Tyco if Tyco's Board determines that an offer under Tyco's Bye- Law 104(1)(A) is not expedient, or if a person required to make the offer fails to do so. This offer must be made within 30 days of the demand on terms that payment in full therefor will be made within 21 days of the offer becoming unconditional in all respects. If Tyco's Board serves a notice under this provision, the directors may also require that the offeror offer to purchase securities of Tyco convertible into voting or non-voting shares of Tyco on terms considered "fair and reasonable" by the directors in their sole discretion. Unless Tyco's Board otherwise agrees, the offer must be for cash or must offer a cash alternative at not less than the highest price paid by the offeror, or any person acting in concert with the offeror, for shares of that class within the preceding 12 months or, if that price is unavailable or inappropriate, at a price fixed by the directors. Any offer of this kind must remain open for at least 14 days after the date on which it becomes unconditional as to acceptances. Tyco's Bye-Law 104(1)(B) provides that when any person has acquired, is in the process of acquiring, or appears to Tyco's Board likely to acquire an interest in shares of Tyco in circumstances in which that person would be subject to the "Rules Governing Substantial Acquisitions of Shares" issued by the Takeover Panel of the United Kingdom, the directors may give notice requiring that person to comply with these rules. If that person fails to comply, the directors may give further notice requiring that person, within 28 days of the date of the notice, to dispose, or to procure the disposal by any person with whom the person has acted in concert, of any interest in shares acquired. These rules provide that a person may not, in any period of seven days, acquire shares representing 10% or more of the voting rights in a company if these shares, aggregated with shares already held by the purchaser, would carry 15% or more, but less than 30%, of the voting rights of the company. The rules do not apply to an acquisition from a single shareholder if the acquisition is the only acquisition within a seven-day period and do not apply to a person who acquires 30% or more of the voting rights in a company. Under Tyco's Bye-Laws, any person who acquires an interest in three percent or more of the issued share capital of any class of Tyco is required to notify Tyco of that interest and of any change in that person's interest amounting to one percent or more of the issued capital of any class. This notification must be made within two days (Saturday and Sundays excluded) after the relevant event. In determining the percentage interest of any person for these purposes and for the purposes of Bye-Law 104, interests of persons acting in concert may be aggregated. 23 ENFORCEMENT OF CIVIL LIABILITIES The Company and Tyco have consented in each of the indentures to jurisdiction in the United States federal and state courts in the City of New York and to service of process in the City of New York in any legal suit, action or proceeding brought to enforce any rights under or with respect to the indentures, the debt securities and their guarantees. However, substantially all of the Company's directly held assets consists of shares in its wholly- owned subsidiary Tyco Group S.a.r.l., a Luxembourg company which, through its subsidiaries, owns a substantial majority of the assets of the Company. A substantial majority of Tyco's directly held assets consists of shares in the Company. Accordingly, any judgment against the Company or Tyco in respect of the related indenture, the debt securities or their guarantees, including for civil liabilities under the United States federal securities laws, obtained in any United States federal or state court may have to be enforced in the courts of Luxembourg. Investors should not assume that the courts of Luxembourg would enforce judgments of United States courts obtained against the Company or Tyco predicated upon the civil liability provisions of the United States federal securities laws or that such courts would enforce, in original actions, liabilities against the Company or Tyco predicated solely upon such laws. PLAN OF DISTRIBUTION The Company may sell debt securities to or through underwriters or dealers, through underwriting syndicates led by one or more managing underwriters, through or in connection with hedging transactions, or directly to other purchasers or through agents. Each prospectus supplement will describe the method of distribution of the offered securities, the purchase price and the proceeds the Company will receive from such sale, any initial public offering price and any securities exchanges on which the securities of such series may be listed. The distribution of the debt securities may be effected in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. If underwriters are utilized in the sale, the debt securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The debt securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated. Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters or agents to purchase the debt securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the debt securities if any are purchased. Any initial public offering price and any underwriting commissions or other items constituting underwriters' compensation may be changed from time to time. If a dealer is utilized in the sale of any debt securities, the Company will sell those debt securities to the dealer, as principal. The dealer may then resell the debt securities to the public at varying prices to be determined by the dealer at the time of resale. The Company may sell debt securities directly to one or more institutional purchasers, or through agents at a fixed price or prices, which may be changed, or at varying prices determined at the time of sale. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. In connection with the sale of debt securities, underwriters may receive compensation from the Company or from purchasers of debt securities for whom they may act as agents in the form of discounts, concessions, or commissions. Underwriters may sell debt securities to or through dealers, and such dealers may receive 24 compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of debt securities may be deemed to be underwriters, and any discounts or commissions received by them from the Company and any profit on the resale of debt securities by them may be deemed to be underwriting discounts and commissions, under the Securities Act. Any such underwriter or agent will be identified, and any such compensation received from the Company will be described, in the prospectus supplement. Underwriters and agents who participate in the distribution of debt securities may be entitled under agreements which may be entered into by the Company to indemnification by the Company and Tyco against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make relating to such liabilities. If so indicated in the applicable prospectus supplement, the Company will authorize underwriters or other persons acting as the Company's agents to solicit offers by certain institutions to purchase offered debt securities from the Company pursuant to contracts providing for payment and delivery on a future date. The applicable prospectus supplement will also set forth the conditions to these contracts and the commissions payable for solicitation of such contracts. Institutions with which such contracts may be made include: . commercial and savings banks, . insurance companies, . pension funds, . investment companies, and . educational and charitable institutions and others, but in all cases such institutions must be approved by the Company. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the offered debt securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. All of the debt securities will be new issue with no established trading market. Unless otherwise indicated in a prospectus supplement, the Company does not currently intend to list any debt securities on any securities exchange. No assurance can be given that the underwriters, dealers or agents, if any, involved in the sale of the debt securities will make a market in such debt securities. Whether or not any of the debt securities are listed on a national securities exchange or the underwriters, dealers or agents, if any, involved in the sale of the debt securities make a market in such debt securities, no assurance can be given as to the liquidity of the trading market for such debt securities. To facilitate an offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the offering of more securities than have been sold to them by the Company. In addition, to cover such over-allotments or short positions, the persons may purchase in the open market or exercise the over-allotment option granted to such persons. In addition, such persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities above independent market levels. The persons participating in any offering are not required to engage in these activities, and may end any of these activities at any time. 25 Certain of the underwriters, dealers or agents and their associates may engage in transactions with and perform services for the Company, Tyco and their subsidiaries and affiliates in the ordinary course of business for which they receive customary compensation. LEGAL MATTERS Certain U.S. legal matters regarding the debt securities, Tyco's guarantees of the debt securities and the common shares will be passed upon for Tyco and the Company by Wilmer, Cutler & Pickering, Washington, D.C., counsel to Tyco and the Company. Certain matters under the laws of Bermuda related to the guarantees of Tyco of the debt securities and the Tyco common shares will be passed upon for Tyco by Appleby Spurling & Kempe, Hamilton, Bermuda, Bermuda counsel to Tyco. Michael L. Jones, Secretary of Tyco, is a partner of Appleby Spurling & Kempe. Certain matters under the laws of Luxembourg related to the debt securities will be passed upon by Beghin & Feider in association with Allen & Overy, Luxembourg counsel to the Company. Wilmer, Cutler & Pickering will rely on the opinion of Appleby Spurling & Kempe with respect to matters of Bermuda law and on the opinion of Beghin & Feider in association with Allen & Overy, with respect to matters of Luxembourg law. EXPERTS The consolidated financial statements and financial statement schedule of Tyco International Ltd. as of September 30, 2000 and 1999, and for each of the three years in the period ended September 30, 2000, included in Tyco International Ltd.'s Annual Report on Form 10-K filed on December 21, 2000, and incorporated by reference into this document, have been audited by PricewaterhouseCoopers, independent accountants, as set forth in their report included therein. In its report, that firm states that with respect to a certain subsidiary its opinion is based upon the report of other independent accountants, namely Arthur Andersen LLP (as it relates to the consolidated balance sheet of AMP Incorporated and its subsidiaries as of September 30, 1998, and the related consolidated statements of income, shareholders' equity and cash flows for the year ended September 30, 1998). The consolidated financial statements and financial statement schedule referred to above have been incorporated herein in reliance on said reports given on the authority of such firms as experts in auditing and accounting. The consolidated balance sheets of The CIT Group, Inc., a Delaware corporation ("CIT Delaware"), the predecessor to CIT, as of December 31, 2000 and 1999 and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2000 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent certified public accountants, also incorporated by reference herein, and upon the authority of KPMG LLP as experts in accounting and auditing. Immediately following the acquisition of CIT Delaware by Tyco, CIT changed its independent accountants and engaged PricewaterhouseCoopers. 26 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated expenses in connection with the issuance and distribution of the debt securities covered by this registration statement are as follows: SEC registration fee (actual).................................... $1,500,000 Printing and engraving expenses.................................. $ 200,000 Legal fees and expenses.......................................... $ 300,000 Accounting fees and expenses..................................... $ 150,000 Miscellaneous.................................................... $ 50,000 ---------- Total.......................................................... $2,200,000 ==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Bye-Law 102 of Tyco's Bye-Laws provides, in part, that Tyco shall indemnify its directors and other officers for all costs, losses and expenses which they may incur in the performance of their duties as director or officer, provided that such indemnification is not otherwise prohibited under the Companies Act 1981 (as amended) of Bermuda. Section 98 of the Companies Act 1981 (as amended) prohibits such indemnification against any liability arising out of fraud or dishonesty of the director or officer. However, such section permits Tyco to indemnify a director or officer against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor or in which he or she is acquitted or when other similar relief is granted to him or her. Tyco maintains $250 million of insurance to reimburse the directors and officers of Tyco and its subsidiaries, including the Company and its subsidiaries, for charges and expenses incurred by them for wrongful acts claimed against them by reason of their being or having been directors or officers of Tyco or any of its subsidiaries, including the Company and its subsidiaries. Such insurance specifically excludes reimbursement of any director or officer for any charge or expense incurred in connection with various designated matters, including libel or slander, illegally obtained personal profits, profits recovered by Tyco pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No. Description ------- ----------- 3.1 Tyco's Memorandum of Association (incorporated by reference to Exhibit 3.1 to Tyco's Annual Report on Form 10-K for the year ended December 31, 1992) 3.2 Tyco's Certificate of Incorporation on change of name (incorporated by reference to Exhibit 3.2 to Tyco's Current Report on Form 8-K filed July 10, 1997) 3.3 Bye-Laws of Tyco (incorporated by reference to Exhibit 3.1 to Tyco's Quarterly Report on Form 10-Q filed May 11, 2001) 3.4 Restated Articles of Association of the Company (incorporated by reference to the Registrants' Form S-4 (File Nos. 333-93307 and 333- 93307-01 filed December 21, 1999)) 4.1 Form of Senior Indenture (incorporated by reference to Exhibit 4.1 to the Registrants' Post-Effective Amendment No. 1 to Form S-3 filed June 9, 1998 (File Nos. 333-50855 and 333-50855-01)) 4.2 Form of Subordinated Indenture (incorporated by reference to Exhibit 4.2 to the Registrants' Form S-3 filed August 18, 2000 (File Nos. 333- 44100 and 333-44100-01))
II-1
Exhibit No. Description ------- ----------- 4.3 Form of Tyco's Common Share Certificate (incorporated by reference to Exhibit 4.7 to Tyco's Form S-3 filed February 13, 1998 (File No. 333- 43333)) 5.1 Opinion of Appleby Spurling & Kempe 5.2 Opinion of Beghin & Feider in association with Allen & Overy 5.3 Opinion of Wilmer, Cutler & Pickering 12 Tyco International Ltd. Computation of Ratio of Earnings to Fixed Charges 23.1 Consent of PricewaterhouseCoopers 23.2 Consent of Arthur Andersen LLP 23.3 Consent of KPMG LLP 23.4 Consent of Appleby Spurling & Kempe (contained in the opinion filed as Exhibit 5.1 hereto) 23.5 Consent of Beghin & Feider in association with Allen & Overy (contained in the opinion filed as Exhibit 5.2 hereto) 23.6 Consent of Wilmer, Cutler & Pickering (contained in the opinion filed as Exhibit 5.3 hereto) 24 Powers of Attorney (contained on the signature pages hereto) 25.1 Statement of Eligibility of Trustee on Form T-1 for Senior Indenture 25.2 Statement of Eligibility of Trustee on Form T-1 for Subordinated Indenture*
- -------- * To be filed by amendment or under cover of Form 8-K and incorporated herein by reference ITEM 17. UNDERTAKINGS (a) The undersigned Registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the maximum aggregate offering price may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed or furnished to the Commission by II-2 the Registrants pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants' annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants, pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 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-3 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 28th day of August, 2001. TYCO INTERNATIONAL LTD. /s/ Mark H. Swartz By: _________________________________ Mark H. Swartz Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints L. DENNIS KOZLOWSKI AND MARK H. SWARTZ, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement (including all pre- effective and post-effective amendments thereto and all registration statements filed pursuant to Rule 462(b) which incorporate this registration statement by reference), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on August 28, 2001 in the capacities indicated below.
Signature Title --------- ----- /s/ L. Dennis Kozlowski Chairman of the Board, President, ______________________________________ Chief Executive Officer and L. Dennis Kozlowski Director (Principal Executive Officer) /s/ Lord Ashcroft KCMG Director ______________________________________ Lord Ashcroft KCMG /s/ Joshua M. Berman Director ______________________________________ Joshua M. Berman /s/ Richard S. Bodman Director ______________________________________ Richard S. Bodman /s/ John F. Fort Director ______________________________________ John F. Fort
II-4
Signature Title --------- ----- /s/ Stephen W. Foss Director ______________________________________ Stephen W. Foss /s/ Wendy E. Lane Director ______________________________________ Wendy E. Lane /s/ James S. Pasman, Jr. Director ______________________________________ James S. Pasman, Jr. /s/ W. Peter Slusser Director ______________________________________ W. Peter Slusser /s/ Mark H. Swartz Director, Executive Vice President and Chief ______________________________________ Financial Officer (Principal Financial and Mark H. Swartz Accounting Officer) /s/ Frank E. Walsh, Jr. Director ______________________________________ Frank E. Walsh, Jr. /s/ Joseph F. Welch Director ______________________________________ Joseph F. Welch
II-5 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg, on the 28th day of August, 2001. TYCO INTERNATIONAL GROUP S.A. /s/ Kevin O'Kelly-Lynch By: _________________________________ Kevin O'Kelly-Lynch Managing Director (Principal Financial and Accounting Officer) KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints KEVIN O'KELLY LYNCH AND MARK H. SWARTZ, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement (including all pre-effective and post-effective amendments thereto and all registration statements filed pursuant to Rule 462(b) which incorporate this registration statement by reference), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on August 28, 2001 in the capacities indicated below.
Signature Title --------- ----- /s/ Kevin O'Kelly-Lynch Managing Director ______________________________________ Kevin O'Kelly-Lynch /s/ Michelangelo Stefani Managing Director ______________________________________ Michelangelo Stefani /s/ Alastair Macgowan Director ______________________________________ Alastair Macgowan
II-6 EXHIBIT INDEX
Exhibit No. Description ------- ----------- 3.1 Tyco's Memorandum of Association (incorporated by reference to Exhibit 3.1 to Tyco's Annual Report on Form 10-K for the year ended December 31, 1992) 3.2 Tyco's Certificate of Incorporation on change of name (incorporated by reference to Exhibit 3.2 to Tyco's Current Report on Form 8-K filed July 10, 1997) 3.3 Bye-Laws of Tyco (incorporated by reference to Exhibit 3.1 to Tyco's Quarterly Report on Form 10-Q filed May 11, 2001) 3.4 Restated Articles of Association of the Company (incorporated by reference to the Registrants' Form S-4 (File Nos. 333-93307 and 333- 93307-01 filed December 21, 1999)) 4.1 Form of Senior Indenture (incorporated by reference to Exhibit 4.1 to the Registrants' Post-Effective Amendment No. 1 to Form S-3 filed June 9, 1998 (File Nos. 333-50855 and 333-50855-01)) 4.2 Form of Subordinated Indenture (incorporated by reference to Exhibit 4.2 to the Registrants' Form S-3 filed August 18, 2000 (File Nos. 333- 44100 and 333-44100-01)) 4.3 Form of Tyco's Common Share Certificate (incorporated by reference to Exhibit 4.7 to Tyco's Form S-3 filed February 13, 1998 (File No. 333- 43333)) 5.1 Opinion of Appleby Spurling & Kempe 5.2 Opinion of Beghin & Feider in association with Allen & Overy 5.3 Opinion of Wilmer, Cutler & Pickering 12 Tyco International Ltd. Computation of Ratio of Earnings to Fixed Charges 23.1 Consent of PricewaterhouseCoopers 23.2 Consent of Arthur Andersen LLP 23.3 Consent of KPMG LLP 23.4 Consent of Appleby Spurling & Kempe (contained in the opinion filed as Exhibit 5.1 hereto) 23.5 Consent of Beghin & Feider in association with Allen & Overy (contained in the opinion filed as Exhibit 5.2 hereto) 23.6 Consent of Wilmer, Cutler & Pickering (contained in the opinion filed as Exhibit 5.3 hereto) 24 Powers of Attorney (contained on the signature pages hereto) 25.1 Statement of Eligibility of Trustee on Form T-1 for Senior Indenture 25.2 Statement of Eligibility of Trustee on Form T-1 for Subordinated Indenture*
- -------- * To be filed by amendment or under cover of Form 8-K and incorporated herein by reference II-7 EX-5.1 3 dex51.txt OPINION OF APPLEBY SPURLING & KEMPE EXHIBIT 5.1 [APPLEBY SPURLING & KEMPE LETTERHEAD] E-mail: mjones@ask.bm MLJ/cs/73287.139 28 August 2001 Tyco International Ltd. The Zurich Centre, Second Floor 90 Pitts Bay Road Pembroke HM 08 Bermuda Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as Bermuda counsel to Tyco International Ltd., a Bermuda company ("Tyco" or the "Company"), in connection with the filing by Tyco and Tyco International Group S.A., a Luxembourg company (the "Issuer"), with the United States Securities and Exchange Commission of a Registration Statement on Form S-3 (as amended, the "Registration Statement"), with respect to (i) the Issuer's unsecured debt securities (the "Debt Securities"), (ii) the guarantees (the "Guarantees") of the Debt Securities by Tyco and (iii) the Tyco common shares to be issued upon conversion or exchange of the Debt Securities (the "Common Shares"), to be issued from time to time pursuant to Rule 415 under the United States Securities Act of 1933, as amended (the "Securities Act"), for an aggregate initial offering price not to exceed US$6,000,000,000. The Debt Securities are to be issued in one or more series pursuant to Indentures among the Issuer, Tyco (as Guarantor) and the trustees thereunder. For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (the "Documents"). Unless otherwise defined herein, terms defined in the Registration Statement and the Prospectus, have the same meanings when used in this opinion. Assumptions In stating our opinion we have assumed: (a) the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised, faxed or photostatic copies; (b) the genuineness of all signatures on the Documents; (c) that any factual statements made in any of the Documents are true, accurate and complete; (d) that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered; and (e) that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered. Opinion Based upon and subject to the foregoing, and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the opinion: 1. Tyco is a limited liability company validly organized and existing and in good standing under the laws of Bermuda. 2. When issued and paid for pursuant to the terms of the Resolutions and in accordance with the terms and conditions referred to or summarised in the Prospectus and the Registration Statement, Tyco's Common Shares issued upon conversion or exchange of the Debt Securities will be validly issued, fully paid and non-assessable. 3. When the principal amounts, applicable rates of interest and other terms of the Debt Securities shall have been approved in accordance with the Resolutions and the Guarantees created and issued upon the terms of the Indentures, all necessary action required to be taken by Tyco pursuant to Bermuda law will have been taken by or on behalf of Tyco for the issue by Tyco of the Guarantees. 4. No filing with, or authorisation, approval, consent, licence, order, registration, qualification or decree of, any court or governmental authority or agency in Bermuda is necessary or required to be made or obtained by Tyco in connection with the issue by Tyco of the Guarantees. 5. There are no taxes, duties, or other charges payable to or chargeable by the Government of Bermuda, or any authority or agency thereof, in respect of the issue by Tyco of the Guarantees or the Common Shares. Reservations We have the following reservations: (1) We are admitted to practise law in the Islands of Bermuda and we express no opinion as to any law other than Bermuda law, and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof. (2) Any reference in this opinion to Tyco being in "good standing" shall mean for the purposes of this opinion that it has been issued with a Certificate of Compliance by the Registrar of Companies as at the date hereinbefore mentioned. (3) Any reference in this opinion to shares being "non-assessable" shall mean, in relation to fully paid shares of Tyco and subject to any contrary provision in any agreement in writing between such company and the holder of such shares, that no shareholder shall be bound by an alteration to the Memorandum of Association or Bye-Laws of Tyco after the date on which he or she became a shareholder, if and so far as the alteration requires him or her to take, or subscribe for additional shares, or in any way increases his or her liability to contribute to the share capital of, or otherwise to pay money to, Tyco. Disclosure This opinion is addressed to you in connection with the filing by the Company of the Registration Statement with the Securities and Exchange Commission. We consent to the inclusion of this opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the Prospectus included as part of the Registration Statement. This opinion is to be governed by and construed in accordance with the laws of Bermuda and shall not give rise to legal proceedings in any jurisdiction other than Bermuda. Yours faithfully, /s/ Appleby Spurling & Kempe ------------------------------------- Appleby Spurling & Kempe SCHEDULE (i) a Certificate of Compliance issued by the Registrar of Companies in Bermuda on 24 August 2001 in respect of Tyco; (ii) the Certificate of Incorporation, Memorandum of Association and Bye-laws of Tyco incorporating all amendments to 27 March 2001; (iii) a copy of the Registration Statement, excluding the documents incorporated by reference therein; (iv) a copy of the form of Senior Indenture previously filed as Exhibit 4.1 to the Registration Statement on Form S-3 dated June 9, 1998 pursuant to which the Debt Securities may be issued; (v) an Officer's Certificate dated August 16, 2001 issued by Mark H. Swartz, Executive Vice President and Chief Financial Officer of the Company, in respect of the resolutions of the Executive Committee of the Board of Directors of Tyco passed on 1 August 2001 (the "Resolutions"); (vi) a copy of the form of Subordinated Indenture filed as Exhibit 4.2 to the Registration Statement on Form S-3, as filed with the Securities and Exchange Commission on August 18, 2000, pursuant to which the Debt Securities may be issued (together with the Senior Indenture, the "Indentures"); (vii) The entries and filings shown in respect of Tyco on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search on 24 August 2001 (the "Company Search"); (viii) The entries and filings shown in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search on 24 August 2001 in respect of Tyco (the "Litigation Search"); and (ix) A copy of the permissions dated 20 April 1999, 29 April 1999 and 11 June 1999 given by the Bermuda Monetary Authority under the Exchange Control Act (1972) and related regulations for the issue of common shares of the Company. EX-5.2 4 dex52.txt OPINION OF BEGHIN & FEIDER EXHIBIT 5.2 [Beghin & Feider in association with Allen & Overy Letterhead] Tyco International Group S.A. 6, avenue Emile Reuter Second Floor L- 2420 Luxembourg Luxembourg, August 28, 2001 Ladies and Gentlemen: We have acted as legal advisers in the Grand-Duchy of Luxembourg ("Luxembourg") to Tyco International Group S.A. (the "Issuer"), a limited liability company (societe anonyme) now organized under the laws of Luxembourg but formerly a company named "Velum Limited" organized under the laws of Gibraltar which transferred its registered and principal office to Luxembourg on March 30(th) 1998. We are giving this opinion in connection with the filing by Tyco International Ltd., a Bermuda company ("Tyco"), and the Issuer, with the United States Securities and Exchange Commission of a Registration Statement on Form S-3 (as amended, the "Registration Statement"), with respect to the Issuer's (i) unsecured debt securities (the "Debt Securities"), (ii) the guarantees (the "Guarantees") of the Debt Securities by Tyco and (iii) the Tyco common shares that may be issued upon conversion or exchange of the Debt Securities (the "Common Shares"), to be issued from time to time pursuant to Rule 415 under the United States Securities Act of 1933, as amended (the "Securities Act"), for an aggregate initial offering price not to exceed US$6,000,000,000. The Debt Securities are to be issued in one or more series pursuant to Indentures among the Issuer, Tyco (as Guarantor) and the trustees thereunder. We have examined copies of the following documents: (a) the Registration Statement; (b) the minutes of the extraordinary general meeting of shareholders of the Issuer held in notarial form before the notary Jean-Joseph Wagner on March 30(th), 1998 (the "Notarial Deed"); (c) the restated articles of association of the Issuer in a version, dated March 30, 1998, published in the Official Gazette (Memorial) C-N(o) 474 of June 29(th), 1998, an amendment to the articles of association of the Issuer by way of a notarial deed dated July 6(th), 1998 and published in the Official Gazette (Memorial) C-N(o) 733 of October 10(th), 1998, and an amendment to the articles of association of the Issuer by way of a notarial deed dated October 22(nd), 1998, published in the Official Gazette (Memorial) C-N(o) 44 of January 26(th), 1999, and an amendment to the articles of association of the Issuer by way of a notarial deed dated December 4(th), 1998, published in the Official Gazette (Memorial) C-N(o) 144 of March 5(th), 1999, and an amendment to the articles of association of the Issuer by way of a notarial deed dated June 14(th), 1999, and published in the Official Gazette (Memorial) C-N(o) 692 of September 16(th), 1999; (d) an excerpt from the trade and company register at the district court in Luxembourg; (e) the board of directors' resolutions of the Issuer dated August 17, 2001, resolving inter alia the issue of the Debt Securities, the entry into any and all contractual documents in connection therewith (the "Agreements") and the filing of the Registration Statement; and (f) all other relevant corporate documents of the Issuer and such further documents and matters of law as we have considered necessary or appropriate for the rendering of this opinion. For the purposes of this opinion, we have assumed with your consent, and we have not verified independently, the following: (i) the genuineness of all the signatures and documents submitted to us as originals and the conformity to the originals thereof of the Registration Statement and other documents in respect of the Debt Securities submitted to us as copies or specimens; (ii) the due authorization, execution and delivery of all documents in respect of the Debt Securities by all the parties thereto (other than the Issuer), as well as the power, authority and legal right of all the parties thereto (other than the Issuer) to enter into, execute, deliver and perform their respective obligations thereunder, and compliance with all applicable laws and regulations, other than Luxembourg law; (iii) that all authorizations and consents of any country other than Luxembourg which may be required in connection with the execution, delivery and performance of the Agreements and other documents, including the Registration Statement, in respect of the issue of the Debt Securities have been or will be obtained; (iv) the validity and enforceability of the Agreements and other documents in respect of the Debt Securities under their governing laws (other than the laws of Luxembourg); (v) that the Debt Securities will not be the subject of a public offering in Luxembourg, unless the relevant requirements of Luxembourg law concerning public offerings of securities have been fulfilled; and (vi) that there are no provisions of the laws of any jurisdiction outside Luxembourg which would have any negative impact on the opinions we express in this legal opinion. Subject to the assumptions made above and the qualifications set forth below, we are of the opinion as at the date hereof that: (1) The Issuer is a limited liability company validly organized and existing under the laws of Luxembourg and has all requisite corporate power and authority to issue the Debt Securities. (2) All necessary action required to be taken by the Issuer pursuant to the laws of Luxembourg has been taken by or on behalf of the Issuer and all the necessary authorizations and approvals of government authorities in Luxembourg have been duly obtained for the issue by the Issuer of the Debt Securities. (3) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency in Luxembourg is necessary or required to be made or obtained by Tyco or the Issuer in connection with the issue by the Issuer of the Debt Securities. (4) There are no taxes, duties, or other charges payable to or chargeable by the Government of Luxembourg, or any authority or agency thereof, in respect of the issue by the Issuer of the Debt Securities. The above opinions are subject to the following qualifications: a) Although this is rarely done in practice, if any or all Agreements or the Registration Statement were produced in Luxembourg proceedings or in front of a Luxembourg official authority, the court could order the registration thereof, in which case an ad valorem tax would be payable at the rate of 0.24 per cent., unless production was made in an enforceability claim under the provisions of the European Convention on Jurisdiction and Enforcement of Judgments in Civil and Commercial Matters signed at Brussels on 27(th) September, 1968, as amended. b) This opinion is limited to matters of Luxembourg law only and we express no opinion other than with respect to Luxembourg law under the assumptions and reservations made hereunder. c) This opinion is as of this date and we undertake no obligation to update it or advise of changes hereafter occurring. We express no opinion as to any matters other than those expressly set forth herein, and no opinion is, or may be, implied or inferred herefrom. 2 It should be noted that there are always irreconcilable differences between languages making it impossible to guarantee a totally accurate translation or interpretation. In particular, there are always some legal concepts which exist in one jurisdiction and not in another, and in those cases it is bound to be difficult to provide a completely satisfactory translation or interpretation because the vocabulary is missing from the language. This opinion shall be construed in accordance with Luxembourg law and Luxembourg legal concepts are expressed in English terms and not in their original French terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon under the express condition that any issues of interpretation arising thereunder will be governed by Luxembourg law and be brought before a Luxembourg court. Nothing in this opinion should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in the Prospectus included in the Registration Statement or any other document examined in connection with the opinion except as expressly confirmed herein. We hereby consent to the inclusion of the opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the Prospectus included as part of the Registration Statement. Yours faithfully, BEGHIN & FEIDER in association with ALLEN & OVERY /s/ MARC FEIDER ------------------------------------- Marc Feider 3 EX-5.3 5 dex53.txt OPINION OF WILMER, CUTLER & PICKERING EXHIBIT 5.3 [WILMER, CUTLER & PICKERING LETTERHEAD] August 28, 2001 Tyco International Ltd. The Zurich Centre, Second Floor 90 Pitts Bay Road Pembroke HM08 Bermuda Tyco International Group S.A. 6, avenue Emile Reuter Second Floor L- 2420 Luxembourg Ladies and Gentlemen: We have acted as United States securities counsel for Tyco International Ltd., a Bermuda company ("Tyco"), and Tyco International Group S.A., a Luxembourg company (the "Issuer"), in connection with the filing by Tyco and the Issuer with the United States Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-3 (as amended, the "Registration Statement"), with respect to the Issuer's (i) unsecured debt securities (the "Debt Securities"), (ii) guarantees (the "Guarantees") and (iii) common shares to be issued upon conversion or exchange of the Debt Securities by Tyco (the "Common Shares"), to be issued from time to time pursuant to Rule 415 under the United States Securities Act of 1933, as amended (the "Securities Act"), for an aggregate initial offering price not to exceed US$6,000,000,000. The Debt Securities are to be issued in one or more series pursuant to Indentures among the Issuer, Tyco (as Guarantor) and the trustees thereunder (the "Trustees"). We have examined (i) the form of Senior Indenture filed as Exhibit 4.1 to Post-Effective Amendment No. 1 to the registration statement on Form S-3 dated June 9, 1998 (File Nos. 333-50855 and 333-50855-01), pursuant to which Debt Securities may be issued; (ii) the form of Subordinated Indenture filed as Exhibit 4.2 to the registration statement on Form S-3 filed on August 18, 2000 (File Nos. 333-44100 and 333-44100-01), pursuant to which Debt Securities may be issued (together with the Senior Indenture, the "Indentures"); (iii) the Registration Statement; and (iv) originals, photocopies or conformed copies of all such records of Tyco, the Issuer and their subsidiaries, all such agreements and certificates of public officials, and such other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In addition, we have examined and relied upon the opinions of Appleby Spurling & Kempe, Bermuda counsel to Tyco, with respect to the authorization of Tyco to issue the Guarantees and the authorization and validity upon issuance of Tyco's Common Shares, and Beghin & Feider, Luxembourg counsel to the Issuer, with respect to the Issuer's authorization to issue the Debt Securities. In connection with this opinion, we have assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective; (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Debt Securities offered thereby and the Guarantees; (iii) all Debt Securities will be issued and sold in the manner stated in the Registration Statement and the appropriate prospectus supplement; (iv) the Indentures and any applicable supplemental indentures will have been duly authorized, executed and delivered by the Issuer, Tyco and the Trustees, and any such supplemental indentures will conform to the Indentures and to applicable law; (v) a definitive purchase, underwriting or similar agreement with respect to any Debt Securities offered will have been duly authorized, Tyco International Ltd. Tyco International Group S.A. August 28, 2001 Page 2 validly executed and delivered by the Issuer, Tyco and the other parties thereto; and (vi) any Common Shares issuable upon conversion or exchange of the Debt Securities being offered will be duly authorized, created and, if applicable, reserved for issuance upon such conversion or exchange. Based upon and subject to the foregoing, we are of the opinion that: With respect to Debt Securities to be issued under the Indentures, when (i) the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; (ii) the Board of the Issuer has taken all necessary corporate action to approve the issuance and terms of such Debt Securities, the terms of the offering thereof and related matters; and (iii) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the applicable Indenture, the applicable supplemental indenture and the provisions of the applicable definitive purchase, underwriting or similar agreement approved by authorization of the Board of the Issuer upon payment of the consideration therefor provided for therein, such Debt Securities will be legally issued and will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as such enforcement is subject to any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and general principles of equity. With respect to the Guarantees, when (i) the Board of Tyco has taken all necessary corporate action to approve the creation of and the issuance and terms of the Guarantees and related matters; and (ii) the Guarantees have been duly executed, authenticated, issued and delivered by Tyco in accordance with the Indentures, such Guarantees will be legally issued and will constitute valid and binding obligations of Tyco, enforceable against Tyco in accordance with their terms, except as such enforcement is subject to any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and general principles of equity. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the statements made with respect to us under the caption "Legal Matters" in the Prospectus included as part of the Registration Statement. In rendering the foregoing opinion, we do not express an opinion concerning any laws other than the laws of the State of New York and the federal laws of the United States of America. Sincerely, WILMER, CUTLER & PICKERING /s/ Meredith B. Cross By: _________________________________ Meredith B. Cross, a Partner EX-12 6 dex12.txt TYCO COMPUTATION OF RATIO OF EARNINGS TO CHARGES EXHIBIT 12 TYCO INTERNATIONAL LTD. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1) The ratio of earnings to fixed charges for the nine months ended June 30, 2001, was computed based on Tyco's Quarterly Report on Form 10-Q filed on August 13, 2001. The ratio of earnings to fixed charges for the years ended September 30, 2000, 1999 and 1998 was computed based on Tyco's historical consolidated financial statements included in Tyco's Annual Report on Form 10-K for the fiscal year ended September 30, 2000. The ratio of earnings to fixed charges for the nine months ended September 30, 1997 was computed based on Tyco's consolidated financial statements included in Tyco's Annual Report on Form 10-K/A filed on June 26, 2000. The ratio of earnings to fixed charges for the year ended December 31, 1996 was computed based on the consolidated financial statements included in Tyco's Current Report on Form 8-K filed on June 3, 1999.
Nine Months Nine Months Ended Year Ended September 30, Ended Year Ended June 30, -------------------------- September 30, December 31, 2001 2000 1999 1998 1997(6) 1996 ----------- -------- -------- -------- ------------- ------------ Earnings: Income (loss) before extraordinary items and cumulative effect of accounting change............... $3,376.7 $4,520.1 $1,067.7 $1,168.6 $(348.5) $ 49.4 Income taxes.......... 1,294.2 1,926.0 637.5 534.2 348.1 469.4 Minority interest..... 39.1 18.7 -- -- -- -- -------- -------- -------- -------- ------- ------ 4,710.0 6,464.8 1,705.2 1,702.8 (0.4) 518.8 -------- -------- -------- -------- ------- ------ Fixed Charges: Interest expense(2)... 845.3 844.8 547.1 307.9 170.0 238.5 Rentals(3)............ 112.2 147.6 127.0 110.6 81.0 99.3 Capitalized interest(4).......... 44.5 -- -- -- -- -- -------- -------- -------- -------- ------- ------ 1,002.0 992.4 674.1 418.5 251.0 337.8 -------- -------- -------- -------- ------- ------ Capitalized interest(4)............ (44.5) -- -- -- -- -- -------- -------- -------- -------- ------- ------ Earnings before income taxes, minority interest and fixed charges................ $5,667.5 $7,457.2 $2,379.3 $2,121.3 $ 250.6 $856.6 ======== ======== ======== ======== ======= ====== Ratio of earnings to fixed charges(5)....... 5.66 7.51 3.53 5.07 1.00 2.54
- -------- (1) On April 2, 1999, October 1, 1998, August 29, 1997 and August 27, 1997, Tyco consummated mergers with AMP Incorporated, United States Surgical Corporation, Keystone International, Inc. and Inbrand Corporation, respectively. On July 2, 1997, Tyco, formerly called ADT Limited, merged with Tyco International Ltd., a Massachusetts corporation at the time ("Former Tyco"). Each of the five merger transactions qualifies for the pooling of interests method of accounting. As such, the ratios of earnings to fixed charges presented above include the effect of mergers, except that the calculation presented above for period prior to January 1, 1997 does not include Inbrand due to immateriality. Prior to their respective mergers, AMP, US Surgical, Keystone and ADT had December 31 year ends and Former Tyco had a June 30 fiscal year end. The historical results upon which the ratios are based have been combined using a December 31 year end for AMP, US Surgical, Former Tyco, Keystone and ADT for the year ended December 31, 1996. (2) Interest expense consists of interest on indebtedness, amortization of debt expense and minority interest expense related to Tyco's mandatorily redeemable preference shares. (3) One-third of net rental expense is deemed representative of the interest factor. (4) Capitalized interest consists of the amount capitalized net of amortization of capitalized interest. (5) Earnings for the nine months ended June 30, 2001, the years ended September 30, 2000, 1999 and 1998, the nine months ended September 30, 1997 and the year ended December 31, 1996 include net merger, restructuring and other non-recurring charges of $86.9 million (of which $78.8 million is included in cost of sales), $176.3 million (of which $1.0 million is included in cost of sales), $1,035.2 million (of which $106.4 million is included in cost of sales), $256.9 million, $947.9 million and $344.1 million, respectively. Earnings also include charges for the impairment of long- lived assets of $27.9 million, $99.0 million, $507.5 million, $148.4 million and $744.7 million in the nine months ended June 30, 2001, the years ended September 30, 2000 and 1999, the nine months ended September 30, 1997 and the year ended December 31, 1996, respectively. Earnings for the nine months ended June 30, 2001 also include a net gain of $276.6 million on the sale of businesses and investments and a net gain of $64.1 million on the sale of shares of a subsidiary. Earnings for the year ended September 30, 2000 also include a gain of $1.76 billion on the issuance of common shares by a subsidiary. Earnings for the nine months ended June 30, 2001 and the nine months ended September 30, 1997 also include a write-off of purchased in-process research and development of $184.3 million and $361.0 million, respectively. On a pro forma basis, the ratio of earnings to fixed charges excluding net merger, restructuring and other non-recurring charges, charges for the impairment of long-lived assets, net gain on the sale of businesses and investments, gain on the sale of shares of a subsidiary, net gain on the issuance of common shares by a subsidiary and the write-off of purchased in-process research and development would have been 5.61x, 6.02x, 5.82x, 5.68x, 6.81x and 5.76x for the nine months ended June 30, 2001, the fiscal years ended September 30, 2000, 1999 and 1998, the nine months ended September 30, 1997 and the year ended December 31, 1996, respectively. (6) In September 1997, Tyco changed its fiscal year end from December 31 to September 30. Accordingly, the nine-month transition period ended September 30, 1997 is presented. EX-23.1 7 dex231.txt CONSENT OF PRICEWATERHOUSECOOPERS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated October 24, 2000, except as to Note 25 which is as of December 4, 2000, relating to the financial statements and financial statement schedule, which appears in Tyco International Ltd.'s Annual Report on Form 10-K for the year ended September 30, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers Hamilton, Bermuda August 23, 2001 EX-23.2 8 dex232.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Tyco International Ltd. and Tyco International Group S.A. of our report dated February 12, 1999 (except with respect to the matter disclosed in Note 18--Merger with Tyco International Ltd., as to which the date is April 2, 1999) on our audit of the consolidated balance sheet of AMP Incorporated and subsidiaries as of September 30, 1998, and the related consolidated statements of income, shareholders' equity and cash flows for the year ended September 30, 1998, included in the Tyco International Ltd. Form 10-K filed December 21, 2000 and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP Philadelphia, Pennsylvania August 23, 2001 EX-23.3 9 dex233.txt CONSENT OF KPMG LLP EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors The CIT Group, Inc. We consent to the use of our report dated January 25, 2001, except as to Note 25 which is as of March 13, 2001, relating to the consolidated balance sheets of CIT Delaware and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2000, incorporated by reference in the Registration Statement on Form S-3 of Tyco International Ltd. and Tyco International Group S.A., which report appears in the April 3, 2001 Current Report on Form 8-K of Tyco International Ltd., which is also incorporated by reference herein, and to the reference to our firm under the heading "Experts" in the Registration Statement. /s/ KPMG LLP Short Hills, New Jersey August 23, 2001 EX-25.1 10 dex251.txt STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 EXHIBIT 25.1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ---------------- The Bank of New York (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation if not a U.S. (I.R.S. employer identification no.) national bank) 10286 One Wall Street, New York, N.Y. (Zip code) (Address of principal executive offices) ---------------- Tyco International Group S.A. (Exact name of obligor as specified in its charter) Luxembourg Not Applicable (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) 6, avenue Emile Reuter Second Floor L-2420 Luxembourg (Address of principal executive (Zip code) offices) Tyco International Ltd., as Guarantor (Exact name of obligor as specified in its charter) Bermuda Not Applicable (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) The Zurich Centre, Second Floor 90 Pitts Bay Road Pembroke HM 08, Bermuda (Address of principal executive (Zip code) offices) ---------------- Senior Debt Securities (Title of the indenture securities) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. General information. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject.
Name Address - ---- ------- Superintendent of Banks of the State of New York 2 Rector Street, New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 16. List of Exhibits. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. 2 SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligiblility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 16th day of August, 2001. The Bank of New York By: /s/ Mary Lagumina ---------------------------------- Name: Mary Lagumina Title: Vice President 3 EXHIBIT 7 - -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 2001, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts In Thousands ASSETS ----------- Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin................ $ 2,811,275 Interest-bearing balances......................................... 3,133,222 Securities: Held-to-maturity securities....................................... 147,185 Available-for-sale securities..................................... 5,403,923 Federal funds sold and Securities purchased under agreements to resell............................................................. 3,378,526 Loans and lease financing receivables: Loans and leases held for sale.................................... 74,702 Loans and leases, net of unearned income........37,471,621 LESS: Allowance for loan and lease losses....... 599,061 Loans and leases, net of unearned income and allowance............ 36,872,560 Trading Assets...................................................... 11,757,036 Premises and fixed assets (including capitalized leases)............ 768,795 Other real estate owned............................................. 1,078 Investments in unconsolidated subsidiaries and associated companies.......................................................... 193,126 Customers' liability to this bank on acceptances outstanding........ 592,118 Intangible assets................................................... Goodwill.......................................................... 1,300,295 Other intangible assets........................................... 122,143 Other assets........................................................ 3,676,375 ----------- Total assets.................................................... $70,232,359 =========== LIABILITIES Deposits: In domestic offices............................................... $25,962,242 Noninterest-bearing.............................10,586,346 Interest-bearing................................15,395,896 In foreign offices, Edge and Agreement subsidiaries, and IBFs..... 24,862,377 Noninterest-bearing............................. 373,085 Interest-bearing................................24,489,292 Federal funds purchased and securities sold under agreements to repurchase......................................................... 1,446,874 Trading liabilities................................................. 2,373,361 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases).......................................................... 1,381,512 Bank's liability on acceptances executed and outstanding............ 592,804 Subordinated notes and debentures................................... 1,646,000 Other liabilities................................................... 5,373,065 ----------- Total liabilities............................................... $63,658,235 ===========
1 EQUITY CAPITAL Common stock....................................................... 1,135,284 Surplus............................................................ 1,008,773 Retained earnings.................................................. 4,426,033 Accumulated other comprehensive income............................. 4,034 Other equity capital components.................................... 0 ----------- Total equity capital........................................... 6,574,124 ----------- Total liabilities and equity capital........................... $70,232,359 ===========
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above- named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro, Senior Vice President and Comptroller We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. Thomas A. Renyi ] Gerald L. Hassell ] Directors Alan R. Griffith ] 2 -----END PRIVACY-ENHANCED MESSAGE-----