0000950130-01-504611.txt : 20011010
0000950130-01-504611.hdr.sgml : 20011010
ACCESSION NUMBER: 0000950130-01-504611
CONFORMED SUBMISSION TYPE: 424B3
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011009
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: 424B3
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-57180
FILM NUMBER: 1754869
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: 424B3
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-57180-01
FILM NUMBER: 1754871
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
424B3
1
d424b3.txt
PROSPECTUS SUPPLEMENT NO.10
Filed pursuant to Rule 424(b)(3)
File Number 333-57180 and 333-57180-01
PROSPECTUS SUPPLEMENT NO. 10
$3,035,000,000
TYCO INTERNATIONAL GROUP S.A.
ZERO COUPON CONVERTIBLE DEBENTURES DUE 2021
FULLY AND UNCONDITIONALLY GUARANTEED BY
AND CONVERTIBLE INTO COMMON SHARES OF
TYCO INTERNATIONAL LTD.
This prospectus supplement supplements the prospectus dated April 2, 2001 of
Tyco International Group S.A. and Tyco International Ltd., as supplemented
April 13, 2001, April 27, 2001, May 14, 2001, May 21, 2001, June 5, 2001, June
19, 2001, July 5, 2001, July 26, 2001 and August 16, 2001 relating to the sale
by certain of our securityholders (including their pledgees, donees, assignees,
transferees, successors and others who later hold any of our securityholders'
interests) of up to $3,035,000,000 aggregate principal amount at maturity of
the debentures and the common shares issuable upon conversion, and/or purchase
by us, of the debentures. You should read this prospectus supplement in
conjunction with the prospectus, and this prospectus supplement is qualified by
reference to the prospectus, except to the extent that the information in this
prospectus supplement supersedes the information contained in the prospectus.
Capitalized terms used in this prospectus supplement and not otherwise defined
herein have the meanings specified in the prospectus.
The table in the "Selling Securityholders" section on page 36 of the
prospectus is hereby further supplemented by the addition of the following
information regarding selling securityholders, which information includes
amounts that are in addition to, and that, in some cases, may be in
substitution for, amounts listed for the same or other selling securityholders
in the prospectus and in prior supplements:
The following represents updated information regarding the selling
securityholders listed in the Selling Securityholder table in the prospectus:
Aggregate
Principal Amount Number of Tyco Percentage of
at Maturity of Percentage of Common Tyco Common
Debentures That Debentures Shares That Shares
Name May be Sold Outstanding May be Sold(1) Outstanding(2)
---- ---------------- ------------- -------------- --------------
UBS AG London Branch $132,000,000 4.3% 1,147,291 *
--------
* Less than one percent (1%).
(1)Assumes conversion of all of the holder's debentures at a conversion rate of
8.6916 Tyco common shares per $1,000 principal amount at maturity of the
debentures. This conversion rate is subject to adjustment, however, as
described under ''Description of the Debentures--Conversion
Rights--Conversion Rate and Delivery of Tyco Common Shares." As a result,
the number of Tyco common shares issuable upon conversion of the debentures
may increase or decrease in the future. Does not include Tyco common shares
that may be issued by us upon purchase of debentures by us at the option of
the holder.
(2)Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
1,935,521,933 Tyco common shares outstanding as of July 5, 2001. In
calculating this amount for each holder, we treated as outstanding the
number of Tyco common shares issuable upon conversion of all of that
holder's debentures, but we did not assume conversion of any other holder's
debentures. Does not include Tyco common shares that may be issued by us
upon purchase of debentures by us at the option of the holder.
INVESTING IN THE DEBENTURES INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK
FACTORS RELATING TO THE DEBENTURES" SECTION BEGINNING ON PAGE 10 OF THE
PROSPECTUS.
Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is October 9, 2001.