-----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, Gb6UGTbeezSVUd2xqyfSXMNZGft9mSpGxmIbb+ZI3hGZKsKAvm+q43ilXjYG00VO TkuL3iCOaVu0WlT61tXGWA== 0000950131-01-503348.txt : 20010914 0000950131-01-503348.hdr.sgml : 20010914 ACCESSION NUMBER: 0000950131-01-503348 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010913 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: 1736743 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 #2 SCHEDULE TO As filed with the Securities and Exchange Commission on September 13, 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. 2) --------------- 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. 2 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. 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. ITEMS 1 TO 11. The information set forth in the prospectus and the related letter of transmittal is incorporated herein by reference with respect to Items 1 to 11 of this Schedule TO. ITEM 12. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Prospectus dated September 10, 2001, amending and restating the prospectus dated August 23, 2001 (incorporated by reference from Tyco International Ltd.'s Registration Statement on Form S-4 (File No. 333- 68240), as amended (the "Form S-4")) (a)(2) Form of Letter of Transmittal (incorporated by reference to exhibit 99.1 to the Form S-4) (a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to exhibit 99.2 to the Form S-4) (a)(4) Form of Letter from Tyco Acquisition Corp. XXIV (NV) to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to exhibit 99.3 to the Form S-4) (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients (incorporated by reference to exhibit 99.4 to the Form S-4) (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to exhibit 99.5 to the Form S-4) (a)(7) Summary Advertisement as published in The Wall Street Journal on August 23, 2001 (incorporated by reference to exhibit 99.6 to the Form S-4) (a)(8) Form of Notice of Conversion and Letter of Transmittal relating to the conversion and tender of Sensormatic 6 1/2% Convertible Preferred Stock (incorporated by reference to exhibit 99.7 to the Form S-4) (a)(9) Form of Notice of Guaranteed Delivery relating to the conversion and tender of Sensormatic 6 1/2% Convertible Preferred Stock (incorporated by reference to exhibit 99.8 to the Form S-4) (a)(10) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to the conversion and tender of Sensormatic 6 1/2% Convertible Preferred Stock (incorporated by reference to exhibit 99.9 to the Form S-4) (a)(11) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients relating to the conversion and tender of Sensormatic 6 1/2% Convertible Preferred Stock (incorporated by reference to exhibit 99.10 to the Form S-4) (a)(12) Press Release issued by Tyco International Ltd. on August 3, 2001 (incorporated by reference to the filing by Tyco International Ltd. on Form 425 on August 3, 2001)
1 ITEM 12. MATERIAL TO BE FILED AS EXHIBITS. (b) None (d)(1) Agreement and Plan of Merger, dated as of August 3, 2001, by and between Tyco Acquisition Corp. XXIV (NV) and Sensormatic Electronics Corporation, and guaranteed by Tyco International Ltd. (incorporated by reference to Annex A to the Prospectus) (d)(2) Confidentiality Agreement, dated July 5, 2001, between Tyco International Ltd. and Sensormatic Electronics Corporation* (d)(3) Amendment No. 1, dated as of August 23, 2001, to the Agreement and Plan of Merger, dated as of August 3, 2001, between Tyco Acquisition Corp. XXIV (NV) and Sensormatic Electronics Corporation, including a guarantee by Tyco International Ltd., acknowledged by Tyco International Ltd. (incorporated by reference to exhibit 2.2 to the Form S-4) (g) None (h)(1) Tax opinion of PricewaterhouseCoopers LLP (incorporated by reference to exhibit 8.1 to the Form S-4) (h)(2) Tax opinion of Appleby Spurling & Kempe (incorporated by reference to exhibit 8.3 to the Form S-4)
- -------- * Previously filed. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. 2 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 10, 2001 TYCO INTERNATIONAL LTD. /s/ Mark H. Swartz By: _________________________________ Mark H. Swartz Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) 3 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 10, 2001 TYCO ACQUISITION CORP. XXIV (NV) /s/ Mark H. Swartz By:__________________________________ Mark H. Swartz Vice President 4
Exhibit Index ------- (a)(1) Prospectus dated September 10, 2001, amending and restating the prospectus dated August 23, 2001(incorporated by reference from Tyco International Ltd.'s Registration Statement on Form S-4 (File No. 333- 68240), as amended (the "Form S-4")) (a)(2) Form of Letter of Transmittal (incorporated by reference to exhibit 99.1 to the Form S-4) (a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to exhibit 99.2 to the Form S-4) (a)(4) Form of Letter from Tyco Acquisition Corp. XXIV (NV) to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to exhibit 99.3 to the Form S-4) by reference to exhibit 99.4 to the Form S-4) (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients (incorporated by reference to exhibit 99.5 to the Form S-4) (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to exhibit 99.5 to the Form S-4) (a)(7) Summary Advertisement as published in The Wall Street Journal on August 23, 2001 (incorporated by reference to exhibit 99.6 to the Form S-4) (a)(8) Form of Notice of Conversion and Letter of Transmittal relating to the conversion and tender of Sensormatic 6 1/2% Convertible Preferred Stock (incorporated by reference to exhibit 99.7 to the Form S-4) (a)(9) Form of Notice of Guaranteed Delivery relating to the conversion and tender of Sensormatic 6 1/2% Convertible Preferred Stock (incorporated by reference to exhibit 99.8 to the Form S-4) (a)(10) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to the conversion and tender of Sensormatic 6 1/2% Convertible Preferred Stock (incorporated by reference to exhibit 99.9 to the Form S-4) (a)(11) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients relating to the conversion and tender of Sensormatic 6 1/2% Convertible Preferred Stock (incorporated by reference to exhibit 99.10 to the Form S-4) (a)(12) Press Release issued by Tyco International Ltd. on August 3, 2001 (incorporated by reference to the filing by Tyco International Ltd. on Form 425 on August 3, 2001) (b) (b) None (d)(1) Agreement and Plan of Merger, dated as of August 3, 2001, by and between Tyco Acquisition Corp. XXIV (NV) and Sensormatic Electronics Corporation, and guaranteed by Tyco International Ltd. (incorporated by reference to Annex A to the Prospectus) (d)(2) Confidentiality Agreement, dated July 5, 2001, between Tyco International Ltd. and Sensormatic Electronics Corporation* (d)(3) Amendment No. 1, dated as of August 23, 2001, to the Agreement and Plan of Merger, dated as of August 3, 2001, between Tyco Acquisition Corp. XXIV (NV) and Sensormatic Electronics Corporation, including a guarantee by Tyco International Ltd., acknowledged by Tyco International Ltd. (incorporated by reference to exhibit 2.2 to the Form S-4) (g) None (h)(1) Tax opinion of PricewaterhouseCoopers LLP (incorporated by reference to exhibit 8.1 to the Form S-4) (h)(2) Tax opinion of Appleby Spurling & Kempe (incorporated by reference to exhibit 8.3 to the Form S-4)
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