0000950130-01-504655.txt : 20011019
0000950130-01-504655.hdr.sgml : 20011019
ACCESSION NUMBER: 0000950130-01-504655
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011011
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: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10739
FILM NUMBER: 1757239
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: 425
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
425
1
d425.txt
PRESS RELEASE
Filed by Tyco International Ltd.
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company: Sensormatic Electronics Corporation
File Number for Related Registration Statement: 333-68240
FOR IMMEDIATE RELEASE
(Thursday, October 11, 2001)
CONTACTS:
Investor Relations Media Relations
R. Jackson Blackstock Maryanne Kane
Senior Vice President Chief Communications Officer
Tyco International (US), Inc. Tyco International (US) Inc.
212-424-1344 603-778-9700/508-747-0800
Thomas F. Donahue Debora S. Coller
Corporate Vice President Vice President, Corporate Communications
Treasurer and Investor Relations Sensormatic Electronics Corp.
Sensormatic Electronics Corp. 561-989-7035
561-989-7912
TYCO ACCEPTS SHARES IN SENSORMATIC EXCHANGE OFFER;
SUBSEQUENT OFFERING PERIOD UNTIL OCTOBER 17, 2001
Pembroke, Bermuda and Boca Raton, FL, October 11, 2001 - Tyco International Ltd.
(NYSE: TYC; LSE: TYI; BSX: TYC), a diversified manufacturing and service
company, and Sensormatic Electronics Corporation (NYSE: SRM), a leading supplier
of electronic security solutions to the retail, commercial and industrial
marketplaces, today announced that Tyco Acquisition Corp. XXIV (NV), a
subsidiary of Tyco, has accepted for exchange all shares properly tendered in
Tyco Acquisition's offer for the outstanding common shares of Sensormatic
through the initial expiration time of midnight, New York City time, on
Wednesday October 10, 2001.
Tyco Acquisition was advised by Mellon Investor Services, the exchange agent for
the offer, that, as of midnight, New York City time, on Wednesday, October 10,
2001, a total of approximately 83 million Sensormatic common shares were
tendered in the offer (including shares delivered through notice of guaranteed
delivery), which constitutes approximately 86% of the total number of
fully-diluted Sensormatic common shares as of such date.
The exchange ratio for the offer is 0.5189 of a Tyco common share for each
Sensormatic common share.
Tyco also announced that Tyco Acquisition is providing a subsequent offering
period for all remaining Sensormatic common shares which will expire at 5:00
p.m., New York City time, on Wednesday, October 17, 2001 unless further
extended. All shares tendered during this
subsequent offering period will be promptly accepted for exchange at the 0.5189
exchange ratio. There will be no withdrawal rights during this subsequent
offering period.
As soon as practicable after the expiration of the subsequent offering period
and the conversion or redemption of all Sensormatic preferred shares,
Sensormatic will be merged with and into Tyco Acquisition with the surviving
company becoming a wholly-owned subsidiary of Tyco. If after the expiration of
the subsequent offering period and the conversion or redemption of the
Sensormatic preferred shares Tyco Acquisition has acquired at least 90% of the
then outstanding Sensormatic common shares, the merger will be accomplished
under short-form merger procedures without a vote of Sensormatic stockholders.
In the merger, stockholders will receive the same consideration of 0.5189 of a
Tyco common share per Sensormatic common share as received by stockholders in
the offer.
Sensormatic is today sending a notice to the record holders of its preferred
shares that on November 12, 2001, all outstanding Sensormatic preferred shares
will be redeemed for an aggregate price, including dividends accruing through
the redemption date, of $261.171 per preferred share ($26.117 per related
depositary share). Prior to 5:00 p.m., New York City time, on November 9, 2001,
Sensormatic preferred shares may be converted into Sensormatic common shares at
a conversion price of $19.52 per common share. Preferred shares may also be
converted, and the common shares issuable upon conversion tendered, during the
subsequent offering period referred to above.
ABOUT SENSORMATIC
Sensormatic Electronics Corporation (NYSE: SRM) is a leading supplier of
electronic security solutions to the retail, commercial and industrial
marketplaces. Sensormatic is also the leader in integrated source tagging - a
process where consumer goods manufacturers apply anti-theft tags at the point of
packaging or manufacturing. The company is also the Official Electronic Security
Supplier and a sponsor of the 2002 Winter Olympic Games in Salt Lake City, Utah
and a sponsor of the U.S. Olympic Team through the year 2004.
ABOUT TYCO INTERNATIONAL
Tyco International Ltd. (NYSE:TYC, LSE:TYI, BSE:TYC) is a diversified
manufacturing and service company. Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's largest designer,
manufacturer, installer and servicer of undersea telecommunications systems; the
world's largest manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest manufacturer of
specialty valves. Tyco also holds strong leadership positions in medical device
products, financing and leasing capital, plastics and adhesives. Tyco operates
in more than 100 countries and had reported fiscal 2000 sales of $28.9 billion.
Investors are advised to read the registration statement on Form S-4, as
amended, the Schedule TO, as amended, the final prospectus and other documents
relating to the exchange offer that have been or will be filed by Tyco with the
SEC and Sensormatic stockholders are urged to read the related
solicitation/recommendation statement on Schedule 14D-9, as amended, that has
been or will be filed by Sensormatic with the SEC. Free copies of these
documents and other documents filed by Tyco and Sensormatic with the SEC may be
obtained at the SEC's web site at
www.sec.gov. These documents contain important information which should be read
carefully before any decision is made with respect to the exchange offer and the
merger. These documents may also be obtained for free from Tyco or from
Sensormatic by directing requests to Tyco International Ltd., The Zurich Centre,
Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, tel: (441) 292-8674;
or to Sensormatic Electronics Corporation, 951 Yamato Road, Boca Raton, FL
33431, tel: (561) 989-7000.
Documents may also be obtained from MacKenzie Partners, Inc., the information
agent for the offer, 156 Fifth Avenue, New York, New York 10010, (212) 929-5500
(call collect) or (800) 322-2885 (toll free).