0000950130-01-504505.txt : 20011009
0000950130-01-504505.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950130-01-504505
CONFORMED SUBMISSION TYPE: SC TO-T/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010926
GROUP MEMBERS: TYCO ACQUISITION CORP. XXIV
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SENSORMATIC ELECTRONICS CORP
CENTRAL INDEX KEY: 0000088974
STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669]
IRS NUMBER: 341024665
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC TO-T/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-31547
FILM NUMBER: 1745524
BUSINESS ADDRESS:
STREET 1: 951 YAMATO ROAD
CITY: BOCA RATON
STATE: FL
ZIP: 33431
BUSINESS PHONE: 5619897000
MAIL ADDRESS:
STREET 1: 951 YAMATO ROAD
CITY: BOCA RATON
STATE: FL
ZIP: 33431
FORMER COMPANY:
FORMER CONFORMED NAME: JKR CORP
DATE OF NAME CHANGE: 19730607
FILED BY:
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: SC TO-T/A
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
SC TO-T/A
1
dsctota.txt
AMENDMENT NO. 3 TO SCHEDULE TO
As filed with the Securities and Exchange Commission on September 26, 2001
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
-----------
SENSORMATIC ELECTRONICS CORPORATION
(Name of subject company (issuer))
-----------
TYCO INTERNATIONAL LTD.
and
TYCO ACQUISITION CORP. XXIV (NV)
(Offerors)
(Names of filing persons (identifying status as
offeror, issuer or other person))
Common Stock, par value $0.01 per share
(Title of class of securities)
817265101
(CUSIP number of class of securities)
Mark H. Swartz
c/o Tyco International (US) Inc.
One Tyco Park
Exeter, New Hampshire 03833
(603) 778-9700
(Name, address and telephone number of
persons authorized to receive
notices and communications on behalf
of filing persons)
----------
Copies To:
Abbe L. Dienstag, Esq. Meredith B. Cross, Esq. Fati Sadeghi, Esq.
Kramer Levin Naftalis & Wilmer, Cutler & Pickering Senior Corporate Counsel
Frankel LLP 2445 M Street, N.W. Tyco International (US) Inc.
919 Third Avenue Washington, D.C. 20037 One Tyco Park
New York, New York 10022 (202) 663-6000 Exeter, New Hampshire 03833
(212) 715-9100 (603) 778-9700
----------
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
-----------
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO filed by Tyco International Ltd., a Bermuda company, and Tyco
Acquisition Corp. XXIV (NV), a Nevada corporation and a wholly-owned subsidiary
of Tyco, with the Securities and Exchange Commission on August 23, 2001, as
amended by Amendment No. 1 thereto filed with the Securities and Exchange
Commission on September 7, 2001 and Amendment No. 2 thereto filed with the
Securities and Exchange Commission on September 13, 2001. The Schedule TO
relates to the offer by Tyco Acquisition to exchange a fraction of a common
share of Tyco, par value $0.20 per share, for each outstanding share of common
stock, par value $0.01 per share, of Sensormatic Electronics Corporation, a
Delaware corporation. The terms and conditions set forth in the prospectus dated
September 10, 2001, amending and restating the prospectus dated August 23, 2001,
and in the related letter of transmittal, copies of which are filed as Exhibits
(a)(1) and (a)(2) to the Schedule TO, and in any amendments or supplements
thereto, collectively constitute the offer. The offer is being made pursuant to
a merger agreement dated August 3, 2001, between Tyco Acquisition and
Sensormatic, including a guarantee by Tyco, as amended.
Under the terms of the merger agreement, an exchange ratio was
determined based on the volume-weighted average Tyco share price on the New York
Stock Exchange for the five consecutive trading days that ended on September 25,
2001. Because this average price was less than $46.25, under the merger
agreement Tyco Acquisition had the right to terminate the merger agreement and
the offer unless Sensormatic agreed to a fixed exchange ratio of 0.5189, which
is based on an assumed price of $46.25 per Tyco common share.
On September 25, 2001, Tyco Acquisition and Sensormatic agreed to a
fixed exchange ratio of 0.5189 of a Tyco common share for each Sensormatic
common share in the offer.
As a result of this agreement and pursuant to the rules of the
Securities and Exchange Commission, Tyco Acquisition extended the expiration
date of the offer from 5:00 p.m. on Monday, October 1, 2001 to midnight, New
York City time, on Wednesday, October 10, 2001. A copy of the press release
issued by Tyco and Sensormatic in respect of the exchange ratio and the
extension of the offer is incorporated by reference into this Schedule TO as
Exhibit (a)(12).
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
Item 12 is amended by adding the following exhibit:
(a)(12) Press Release issued by Tyco International Ltd. and Sensormatic
Electronics Corporation on September 26, 2001 (incorporated by
reference to the filing by Tyco International Ltd. under Rule 424(b)(3)
on September 26, 2001)
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 26, 2001
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
--------------------------------
Mark H. Swartz
Executive Vice President and
Chief Financial Officer
(Principal Accounting and Financial Officer)
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 26, 2001
TYCO ACQUISITION CORP. XXIV (NV)
By: /s/ Mark H. Swartz
-----------------------------
Mark H. Swartz
Vice President
EXHIBIT INDEX
Exhibit
Number
------
(a)(12) Press Release issued by Tyco International Ltd. and Sensormatic
Electronics Corporation on September 26, 2001 (incorporated by
reference to the filing by Tyco International Ltd. under
Rule 424(b)(3) on September 26, 2001)