SC TO-I/A

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SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549

SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL GROUP S.A.
(Name of Subject Company (Issuer))

TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL GROUP S.A.
(Name of Filing Persons (Offeror))

3.125% Convertible Senior Debentures due 2023
(Title of Class of Securities)

902118BE7 / 902118BG2
(CUSIP Number of Class of Securities)

Judith A. Reinsdorf, Esq.
c/o Tyco International Management Company
9 Roszel Road
Princeton, New Jersey 08540
(609) 720-4200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copies to:
Steven R. Finley, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166-0193
Tel. (212) 351-4000
Fax. (212) 351-4035

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,169,090,375	$35,891.07

*

Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(b). The transaction value is based upon an assumed purchase price for the 3.125% Convertible Senior Debentures due 2023 (the "notes") of $1,557.84 per $1,000.00 principal amount. The aggregate outstanding principal amount of the Notes equals $750,456,000. The assumed purchase price per $1,000.00 principal amount was calculated as the product of the closing price of the common stock of Tyco International Ltd. on April 26, 2007, which equaled $32.52, and the conversion rate of the Notes of 45.9821 shares of the common stock of Tyco International Ltd. per $1,000.00 principal amount, plus a premium of $62.50 per $1,000.00 principal amount.

**

$30.70 per million dollars of transaction value, in accordance with Rule 0-11(b) and Fee Rate Advisory No. 7 for fiscal 2007.

ý

Check the box if any part of the fee is offset as provided by Rule 0-1 1(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$35,891.07	Filing Party:	Tyco International Ltd.
			Tyco International Group S.A.
Form or Registration No.:	SC TO-I	Date Filed:	April 27, 2007

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check

the appropriate boxes to designate any transactions to which this statement relates:

o	third-party tender offer subject to Rule 14d-1	o	going-private transaction subject to Rule 13e-3
ý	issuer tender offer subject to Rule 13e-4	o	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. ý

INTRODUCTORY STATEMENT

        This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO-I filed with the Securities and Exchange Commission on April 27, 2007 by Tyco International Ltd., a company organized under the laws of Bermuda ("Tyco"), and Tyco International Group S.A. (the "Company"), a company organized under the laws of Luxembourg and a wholly owned subsidiary of Tyco, relating to the offer to purchase all of the Company's outstanding 3.125% Convertible Senior Debentures due 2023 issued by the Company on January 13, 2003 (the "Notes") and solicitation of consents to amendments to the indenture under which the Notes were issued, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement filed April 27, 2007 (the "Offer to Purchase") and in the related Consent and Letter of Transmittal. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Offer to Purchase.

Items 1 through 9.

        The information appearing in the Offer to Purchase under the caption "Documents Incorporated by Reference" is hereby amended and restated in full as set forth below:

        The following documents have been filed with the Securities and Exchange Commission (the "Commission") and are incorporated herein by reference:

(a)

Tyco's Annual Report on Form 10-K for the fiscal year ended September 29, 2006 filed on December 11, 2006, as amended by the Form 10-K/A filed on April 20, 2007;



(b)

Tyco's Quarterly Report on Form 10-Q for the quarter ended December 29, 2006 filed on February 6, 2007, as amended by the Form 10-Q/A filed on April 20, 2007;



(c)

Tyco's Quarterly Report on Form 10-Q for the quarter ended March 30, 2007 filed on May 8, 2007;



(d)

Tyco's Definitive Proxy Statement on Schedule 14A filed January 30, 2007; and



(e)

Tyco's Current Reports on Form 8-K filed January 8, 2007, January 17, 2007, February 6, 2007, February 20, 2007, April 12, 2007, April 27, 2007, May 11, 2007, May 15, 2007, May 17, 2007, May 18, 2007 and May 23, 2007.

        Please also see the amended registration statements on Form 10 filed on May 18, 2007 by Covidien Ltd. ("Covidien") and by Tyco Electronics Ltd. ("Tyco Electronics"), and the amended registration statements on Form S-1 filed on May 18, 2007 by Covidien and Covidien International Finance S.A. and by Tyco Electronics and Tyco Electronics Group S.A., and the amended registration statement on Form S-1 filed on May 18, 2007 by Tyco and Tyco International Finance S.A. ("TIFSA"), for information regarding the Proposed Separation.

        The Company will provide without charge to each person to whom this Offer to Purchase is delivered, upon the request of such person, a copy of any or all the documents incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such documents should be directed to Investor Relations, Tyco International (US), Inc., 9 Roszel Road, Princeton, New Jersey 08540, telephone: (609) 720-4200.

Item 11. Additional Information

        On May 25, 2007, Tyco and the Company issued a press release announcing the final results of the Tender Offer, which expired at 12:00 Midnight, New York City time, on May 24, 2007. A copy of the press release is filed herewith as an exhibit to this Schedule TO-I and is incorporated herein by reference.

Item 12. Exhibits

Item 12 of the Schedule TO-I is hereby amended and supplemented to include the following exhibit:

(a)(5)(v) Press Release, dated May 25, 2007.

2

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to the Schedule TO-I is true, complete and correct.

	TYCO INTERNATIONAL LTD.
	By:	/s/  CHRISTOPHER COUGHLIN
		Name: Christopher Coughlin
		Title:    Executive Vice President and              Chief Financial Officer
	TYCO INTERNATIONAL GROUP S.A.
	By:	/s/  MICHELANGELO STEFANI
		Name: Michelangelo Stefani
		Title:    Managing Director
Dated: May 25, 2007

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)	Offer to Purchase, dated April 27, 2007.
(a)(1)(ii)	Consent and Letter of Transmittal (including Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
(a)(1)(iv)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(5)(i)	Press Release, dated April 27, 2007.
(a)(5)(ii)	Press Release, dated May 10, 2007.
(a)(5)(iii)	Press Release, dated May 22, 2007.
(a)(5)(iv)	Press Release, dated May 23, 2007.
(a)(5)(v)	Press Release, dated May 25, 2007.
(b)(1)	364-Day Senior Bridge Loan Agreement (Electronics Businesses), dated April 25, 2007, among Tyco International Group S.A., Tyco International Ltd., Tyco Electronics Group S.A., Tyco Electronics Ltd., the lenders party there to and Bank of America, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 27, 2007.
(b)(2)	364-Day Senior Bridge Loan Agreement (Fire & Safety and Engineered Products Businesses), dated April 25, 2007, by and among Tyco International Group S.A., Tyco International Ltd., Tyco International Finance S.A., the lenders party thereto and Citibank, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 27, 2007.
(b)(3)	364-Day Senior Bridge Loan Agreement (Healthcare Businesses), dated April 25, 2007, by and among Tyco International Group S.A., Tyco International Ltd., Covidien International Finance S.A., Covidien, Ltd., the lenders party thereto and Citibank, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 27, 2007.
(d)(1)	Indenture, dated January 13, 2003, by and among Tyco International Group S.A., Tyco International Ltd. and U.S. Bank, N.A., incorporated by reference to Tyco's quarterly report on Form 10-Q for the quarter ended December 31, 2002.
(g)	Not applicable.
(h)	Not applicable.

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INTRODUCTORY STATEMENT
SIGNATURE
EXHIBIT INDEX

EX-99.(A)(5)(V)

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Exhibit (a)(5)(v)

TYCO ANNOUNCES EXPIRATION OF TENDER OFFERS AND CONSENT SOLICITATIONS

PEMBROKE, Bermuda May 25, 2007—Tyco International Ltd. ("Tyco") (NYSE: TYC; BSX: TYC) today announced the expiration, as of 12:00 midnight, New York City time, on May 24, 2007 (the "Expiration Date"), of the previously announced tender offers of certain of its subsidiaries that are issuers of its corporate debt for any and all of their outstanding Dollar-denominated public debt set forth in the tables below. The issuers have accepted for payment all notes validly tendered and not validly withdrawn in the tender offers.

Non-Convertible U.S. Debt

        The following table sets forth the results of the tender offers and consent solicitations for the non-convertible U.S. debt securities of the specified issuer (collectively, the "Notes") as of the Expiration Date:

Tyco International Group S.A.	CUSIP	Approximate Outstanding Amount	Amount of Notes Tendered	Approximate Percentage Tendered
6.125% Notes due 2008	902118AM0	$400,000,000	$99,683,000
6.125% Notes due 2009	902118AJ7	$400,000,000	$184,570,500
6.75% Notes due 2011	902118AY4	$1,000,000,000	$484,177,000
6.375% Notes due 2011	902118BC1	$1,500,000,000	$650,626,000
7.0% Notes due 2028	902118AC2	$500,000,000	$61,133,000
6.875% Notes due 2029	902118AK4	$800,000,000	$68,654,000
Total under June 9, 1998 indenture		$4,600,000,000	$1,548,843,500	33.67	%
6.0% notes due 2013	902118BK3	$1,000,000,000	$343,903,000	34.39	%
United States Surgical Corporation (as successor to Mallinckrodt Inc.)
6.5% Notes due 2007	561226AB7	$100,000,000	$79,846,000
7.0% Debentures due 2013	452454AB7	$87,000,000	$81,160,000
Total under indenture		$187,000,000	$161,006,000	86.10	%
Tyco Electronics Corporation (as successor to Raychem Corporation)
7.2% Notes due 2008	754603AB4	$86,000,000	$66,872,000	77.76	%

        Tyco also announced that Tyco International Group S.A. ("TIGSA") has waived the condition that the holders of at least a majority in outstanding aggregate principal amount of the Notes issued under the June 9, 1998 indenture, voting together as one class, and the holders of at least a majority in outstanding aggregate principal amount of the 6% notes due 2013, consent to the amendments to the indentures under which those Notes were issued and it will purchase all validly tendered Notes. As previously disclosed, Tyco and TIGSA do not believe that the separation of Tyco into three separate public companies is prohibited by the indentures. Tyco noted that the timing of the proposed separation will not be affected by the results of the offers.

Convertible U.S. Debt

        The following table sets forth the results of the tender offers and consent solicitations for the convertible U.S. debt securities of the specified issuer (collectively, the "Convertible Notes") as of the Expiration Date:

Tyco International Group S.A.	CUSIP	Approximate Outstanding Amount	Amount of Notes Tendered	Approximate Percentage Tendered
3.125% Convertible Senior	902118BE7	$750,000,000	$726,165,000	96.82	%
Debentures due 2023	902118BG2
Zero Coupon Convertible Debentures due 2021	902118AW8	$35,000	$7,000	20.00	%
Tyco International Ltd.
Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior)	902124AC0	$692,700	$281,700	40.24	%

        The amount tendered under the indenture governing the 3.125% Convertible Senior Debentures due 2023 represents a sufficient number of consents required to approve the amendments to such indenture. The supplemental indenture effecting the proposed amendments with respect to the 3.125% Convertible Senior Debentures due 2023, as described in the relevant tender offer and consent solicitation document, will be executed promptly.

        Tyco also announced that TIGSA and it, as applicable, have waived the condition that the holders of at least a majority in outstanding aggregate principal amount of the Convertible Notes issued under the February 12, 2001 indenture and the holders of at least a majority of the Convertible Notes issued under the November 17, 2000 indenture consent to the amendments to the indentures under which those Notes were issued and TIGSA and it, as applicable, will purchase all of such validly tendered Convertible Notes.

        Payment in respect of the tender offers and consent solicitations in accordance with the relevant tender offer and consent solicitation documents is expected to be made on May 29, 2007.

Information Relating to Tender Offers

        Goldman, Sachs & Co. and Morgan Stanley were the Dealer Managers for the tender offers and Solicitation Agents for the consent solicitations. Global Bondholder Services Corporation was the Information Agent and Depositary.

        This press release does not constitute an offer to purchase any securities.

About Tyco

        Tyco International Ltd. is a global, diversified company that provides vital products and services to customers in four business segments: Electronics, Fire & Security, Healthcare, and Engineered Products & Services. With 2006 revenue of $41 billion, Tyco employs approximately 240,000 people worldwide. More information on Tyco can be found at www.tyco.com.

Forward-Looking Statements

This release may contain certain forward-looking statements. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The forward-looking statements in this release include statements addressing the following subjects: future financial condition and operating results. Economic, business, competitive and/or regulatory factors affecting Tyco's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-

looking statements. Tyco is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in Tyco's Annual Report on Form 10-K and 10-K/A for the fiscal year ended Sept. 29, 2006 and in Tyco's Quarterly Report on Form 10-Q and for the fiscal quarter ended March 30, 2007.

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TYCO ANNOUNCES EXPIRATION OF TENDER OFFERS AND CONSENT SOLICITATIONS