-----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, TRgiokMhv2N43hWcH0Do4XBMIsfRs4BesU808uvL2zjNnX5/kknSHcrIPBrjNZf1 3aClSCn9/iH6PWRAx7Em2Q== 0000922423-98-000107.txt : 19980205 0000922423-98-000107.hdr.sgml : 19980205 ACCESSION NUMBER: 0000922423-98-000107 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980204 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOLMES PROTECTION GROUP INC CENTRAL INDEX KEY: 0000926764 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 061070719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-44351 FILM NUMBER: 98521752 BUSINESS ADDRESS: STREET 1: 440 9TH AVE CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2127600630 MAIL ADDRESS: STREET 1: 440 9TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: THE GIBBONS BUILDING STREET 2: 10 QUEENS STREET SUITE 301 CITY: HAMILTON HM 12 BERMU STATE: D0 BUSINESS PHONE: 4412928374 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 14D1/A 1 AMENDMENT NO. 2 TO SCHEDULE 14D-1 ----------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 (FINAL) to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 HOLMES PROTECTION GROUP, INC. (Name of Subject Company) TYCO INTERNATIONAL LTD. T9 ACQUISITION CORP. (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of class of securities) 436419105 (CUSIP number of class of securities) MARK H. SWARTZ, EXECUTIVE VICE PRESIDENT C/O TYCO INTERNATIONAL (US) INC. ONE TYCO PARK EXETER, NEW HAMPSHIRE 03833 (603) 778-9700 (Name, address and telephone number of person authorized to receive notices and communications on behalf of Bidders) with a copy to: JOSHUA M. BERMAN, ESQ. KRAMER, LEVIN, NAFTALIS & FRANKEL 919 THIRD AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 715-9100 Page 1 of 6 pages Exhibit Index is located on page 5 T9 Acquisition Corp., a Delaware corporation (the "Purchaser") and an indirect wholly-owned subsidiary of Tyco International Ltd., a Bermuda company ("Tyco"), and Tyco hereby amend their Tender Offer Statement on Schedule 14D-1 dated January 6, 1998, as amended (the "Schedule 14D-1"), relating to the Purchaser's offer to purchase all the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of Holmes Protection Group, Inc., a Delaware corporation (the "Company"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Schedule 14D- 1. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby amended to add the following: "The Offer of the Purchaser to purchase all outstanding Shares of the Company expired at 12:00 midnight, New York City time, on Tuesday, February 3, 1998. The tendered Shares were accepted by the Purchaser for payment, subject to the terms of the Offer. Tyco issued a press release on February 4, 1998, in which it disclosed that the Depositary had informed it that an aggregate of 6,115,891 Shares, representing approximately 97% of all the outstanding Shares (including Shares subject to guaranteed delivery procedures), were tendered and not withdrawn prior to the Expiration Date." ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(10) Press release, issued February 4, 1998. 2 SIGNATURE After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 4, 1998 TYCO INTERNATIONAL LTD. By: /s/ Mark H. Swartz -------------------------- Name: Mark H. Swartz Title: Executive Vice President and Chief Financial Officer 3 SIGNATURE After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 4, 1998 T9 ACQUISITION CORP. By: /s/ Mark H. Swartz -------------------------- Name: Mark H. Swartz Title: Vice President 4 EXHIBIT INDEX Sequentially Exhibit Numbered Number Description Page - -------------------------------------------------------------------------------- (a)(10) Press release issued on February 4, 1998 6 5 FOR IMMEDIATE RELEASE CONTACT: David P. Brownell Senior Vice President Tyco International (US) Inc. (603) 778-9700 TYCO INTERNATIONAL COMPLETES TENDER OFFER FOR HOLMES PROTECTION GROUP, INC. Hamilton, Bermuda, February 4, 1998 -- Tyco International Ltd. (NYSE-TYC, LSE-TYI) announced today that it has completed its $17 per share cash tender offer for all outstanding common shares of Holmes Protection Group, Inc. (NASDAQ-HLMS) ("Holmes"). The offer expired by its terms at 12:00 midnight, New York City time, on February 3, 1998. According to ChaseMellon Shareholder Services, L.L.C., the depositary, 6,115,891 common shares, representing approximately 97% of the outstanding common shares of Holmes, were tendered by shareholders (including shares subject to guaranteed delivery) prior to the offer's expiration. Tyco International Ltd., a diversified manufacturing and service company, is the world's largest manufacturer and installer of fire protection systems, the largest provider of electronic security services in North America and the United Kingdom and has strong leadership positions in disposable medical products, packaging materials, flow control products, electrical and electronic components and underwater telecommunications systems. The Company operates in more than 75 countries around the world and has annual revenues in excess of $11 billion. 6 -----END PRIVACY-ENHANCED MESSAGE-----