-----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, ApU7TTmnmemQjDlDk8bpR9hBN+wDTRER4uaTij6pnJhitbnb9hO5K+DeueCJ69MH mSofOuV1rJdEmJaLJ4gVBg== 0001104659-07-043137.txt : 20070525 0001104659-07-043137.hdr.sgml : 20070525 20070525170301 ACCESSION NUMBER: 0001104659-07-043137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070525 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070525 DATE AS OF CHANGE: 20070525 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13836 FILM NUMBER: 07881266 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 8-K 1 a07-13803_18k.htm 8-K

 

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 25, 2007

TYCO INTERNATIONAL LTD.
 (Exact Name of Registrant as Specified in its Charter)

Bermuda

 

98-0390500

(Jurisdiction of Incorporation)

 

(IRS Employer Identification Number)

 

001-13836
 (Commission File Number)

Second Floor, 90 Pitts Bay Road
Pembroke, HM 08, Bermuda
 (Address of Principal Executive Offices, including Zip Code)

441-292-8674
 (Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




 

Item 8.01 Other Events

On May 25, 2007, Tyco International Ltd. announced the aggregate principal amount of various notes issued by Tyco International Ltd., Tyco International Group S.A. and certain of their subsidiaries that had been validly tendered and not validly withdrawn pursuant to the terms and conditions of the tender offers and consent solicitations launched on April 27, 2007 by the issuers of such notes.  The tender offers expired at 12:00 midnight, New York City time, on Thursday, May 24, 2007.  A copy of the press release announcing the results of the tender offers and consent solicitations is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c)           Exhibits

Exhibit
No.

 

Description

 

 

 

99.1

 

Press release issued May 25, 2007

 

2




 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TYCO INTERNATIONAL LTD.

 

(Registrant)

 

 

 

 

 

By:

/s/ John S. Jenkins, Jr.

 

Name:

John S. Jenkins, Jr.

 

Title:

Vice President and Secretary

 

 

Date: May 25, 2007

 

 

 

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Exhibit Index

Exhibit
No.

 

Description

 

 

 

99.1

 

Press release issued May 25, 2007

 

 

4



EX-99.1 2 a07-13803_1ex99d1.htm EX-99.1

Exhibit 99.1

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 Debentures due 2023

 

902118BE7
902118BG2

 

$750,000,000

 

$726,165,000

 

96.82

%

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

2




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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