-----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, NhgwMEMdxc4/AMz6iYPTC+q+syZdUzS4AOjcVnjEKzMk0ulqtWjETUHk1hLak0C0 N8cwFIAshN6UNnqcjUloJw== 0000950130-02-001813.txt : 20020415 0000950130-02-001813.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950130-02-001813 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-51548 FILM NUMBER: 02582546 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 Filed pursuant to Rule 424(b)(3) File Number 333-51548 PROSPECTUS SUPPLEMENT NO. 18 $4,657,500,000 Tyco International Ltd. Liquid Yield Option(TM) Notes Due 2020 (Zero Coupon--Senior) and Common Shares Issuable Upon Conversion and/or Purchase of the LYONs This prospectus supplement supplements the prospectus dated December 18, 2000 of Tyco International Ltd., as supplemented December 21, 2000, January 5, 2001, January 12, 2001, January 25, 2001, February 9, 2001, February 26, 2001, March 9, 2001, March 30, 2001, April 20, 2001, June 4, 2001, June 26, 2001, July 13, 2001, August 10, 2001, September 4, 2001, October 5, 2001, November 6, 2001, and December 26, 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 $4,657,500,000 aggregate principal amount at maturity of LYONs and the common shares issuable upon conversion, and/or purchase by us, of the LYONs. 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 34 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.
Aggregate Principal Number of Amount at Percentage Common Shares Percentage of Maturity of LYONs of LYONs That May be Common Shares Name That May be Sold Outstanding Sold(1) Outstanding(2) - ---- ------------------- ----------- ------------- -------------- Goldman Sachs and Company....................... $133,772,000 2.9% 1,378,038 * Merrill Lynch, Pierce, Fenner and Smith, Inc.(3) 188,450,000 4.0 1,941,298 *
- -------- * Less than one percent (1%). (1) Assumes conversion of all of the holder's LYONs at a conversion rate of 10.3014 common shares per $1,000 principal amount at maturity of the LYONs. This conversion rate is subject to adjustment, however, as described under "Description of the LYONs--Conversion Rights--Conversion Rate and Delivery of Common Shares." As a result, the number of common shares issuable upon conversion of the LYONs may increase or decrease in the future. Does not include common shares that may be issued by us upon purchase of LYONs by us at the option of the holder. (2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 1,996,358,786 Tyco common shares outstanding as of February 13, 2002. In calculating this amount for each holder, we treated as outstanding the number of common shares issuable upon conversion of all of that holder's LYONs, but we did not assume conversion of any other holder's LYONs. Does not include common shares that may be issued by us upon purchase of LYONs by us at the option of the holder. (3) Merrill Lynch, Pierce, Fenner & Smith Incorporated and Tyco International Ltd. and its affiliates have, within the past three years, engaged in, and may in the future engage in, investment banking and other commercial dealings, and Merrill Lynch acted as the initial purchaser in the private placement in which the LYONs were originally issued. Merrill Lynch has received customary fees and commissions for these transactions. INVESTING IN THE LYONS INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK FACTORS RELATING TO THE LYONS" SECTION BEGINNING ON PAGE 12 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 March 22, 2001. (TM)Trademark of Merrill Lynch & Co., Inc.
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