SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 10
Under the Securities Exchange Act of 1934
Tyco International Ltd.
____________________________________________________________
(Name of Issuer)
Common Stock, par value $.50 per share
____________________________________________________________
(Title of Class and Securities)
90212-01-0
____________________________________________________________
(CUSIP Number of Class of Securities)
William Shannon
Company Secretary
Tyco Investments (Australia) Limited
ACN 000 079 078
Suite 1
133 Alexander Street
Crows Nest, N.S.W. 2065
Australia
61-2-965-7255
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Alan C. Myers, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
September 14, 1994
____________________________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 90212-01-0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tyco Investments (Australia) (Limited) (ACN 000 079 078)
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS* 00
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Australia
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 4,547,000
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 4,547,000
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,547,000
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
This Amendment No. 10 amends the Statement on
Schedule 13D dated June 5, 1990, as heretofore amended
(the "Schedule 13D"), filed by Tyco Investments
(Australia) Limited ("TIAL" or the "Reporting Person"),
relating to the common stock, par value $.50 per share
(the "Common Stock"), of Tyco International Ltd., a
Massachusetts corporation (the "Issuer"). Capitalized
terms used and not defined herein shall have the
respective meanings ascribed thereto in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5. is amended as follows:
(a),(c) During the period from August 23, 1994,
to August 30, 1994, TIAL sold 103,000 shares of Common
Stock pursuant to Rule 144 under the Securities Act of
1933, as amended. As a result, TIAL is the record owner
of 4,547,000 shares of Common Stock, representing
approximately 9.8% of the 46,341,493 shares of Common
Stock outstanding as of September 21, 1994 (as reported n
the Issuer's Registration Statement on Form S-4).
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Issuer.
A wholly owned subsidiary of Lang has entered
into hedge transactions with Bankers Trust Australia
Limited ) ("BT Australia") over the period September,
1993 to January, 1994 pursuant to a Hedge Agreement, a
copy of which is attached hereto as Exhibit O and is
incorporated herein by reference. The number of shares
of Common Stock subject to the hedges is 1,516,700. The
number of hedge tranactions, dates of such hedge
transactions, number of shares subject to such hedge
transactions and the closing market price for the Common
Stock on the date of such hedge transactions are set
forth below.
Closing Market Price Number of Shares
Date of Common Stock of Common Stock
1. . . 9/14/93 43.47 102,200
2. . . 9/16/93 43.47 13,900
3. . . 9/20/93 42.51 60,000
4. . . 9/23/93 42.47 39,100
5. . . 9/24/93 42.47 16,800
6. . . 9/27/93 42.47 39,400
7. . . 9/28/93 42.85 126,200
8. . . 9/30/93 43.03 11,100
9. . . 10/1/93 42.97 17,700
10. . . 10/12/93 42.40 50,000
11. . . 10/13/93 42.90 10,000
12. . . 10/15/93 42.92 40,000
13. . . 10/21/93 43.06 55,000
14. . . 10/25/93 43.47 22,500
15. . . 10/26/93 43.97 50,000
16. . . 10/29/93 46.44 100,000
17. . . 11/1/93 47.03 39,900
18. . . 11/2/93 47.28 34,000
19. . . 11/5/93 47.97 25,000
20. . . 11/8/93 47.22 53,900
21. . . 11/9/93 47.35 150,000
22. . . 11/22/93 47.47 100,000
23. . . 11/23/93 46.72 58,200
24. . . 11/29/93 46.47 100,000
25. . . 12/1/93 47.72 25,000
26. . . 1/20/94 50.16 21,800
27. . . 1/25/94 50.13 80,000
Total 1,516,700
Such hedge transactions are a cash settlement
contract whereby either Lang or BT Australia, as the case
may be, will be required to make a payment to the other
party depending on whether the market price of Common
Stock has increased or decreased from the date of the
hedge transaction to the settlement date of the hedge,
such settlement date to be determined by Lang but in any
event before October 31, 1994. The hedge transactions
have secured a value for Lang's investment in TIAL at
approximately A$120 million. BT Australia has not
acquired nor will acquire Lang's shares in TIAL nor has
it acquired any of the shares of Common Stock Lang would
have beneficial ownership of following consummation of
the Scheme.
Item 7. Material to be Filed as an Exhibit
The following document is attached hereto as an
Exhibit:
Exhibit O Hedge Agreement between Bankers Trust
Australia Limited and Scarabus Pty
Limited.
SIGNATURE
After reasonable 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.
Tyco Investments
(Australia) Limited
Dated: September 27, 1994 By:/s/ William Shannon
Name: William Shannon
Title: Company Secretary
EXHIBITS
Exhibit Document Page
Exhibit O Hedge Agreement between Bankers
Trust Australia Limited and
Scarabus Pty Limited
Exhibit O
DATED 14/9/1993
BANKERS TRUST AUSTRALIA LIMITED
and
SCARABUS PTY LIMITED
HEDGING AGREEMENT
MALLESONS STEPHEN JAQUES
Solicitors
AMP Centre
50 Bridge Street
SYDNEY NSW 2000
TEL : (02) 250 3000
TELEX : AA121332
FAX : 233 3133
DX : 113 SYDNEY
REF : EK
HEDGING AGREEMENT
THIS AGREEMENT is made on 14 September 1993.
BETWEEN: BANKERS TRUST AUSTRALIA LIMITED (ACN 003 017 221) of
Level 38, Australia Square Tower, Sydney, NSW 2000
("BTAL")
AND: SCARABUS PTY LIMITED (ACN 003 017 221) of Level 31,
World Trade Centre, Jamison Street, Sydney, NSW 2000
("Scarabus")
I. DEFINITIONS AND INTERPRETATION
A. In this agreement:
"BUSINESS DAY" means a day (other than a Saturday or Sunday)
on which:
1. the New York stock exchange is open for the trading of
Tyco Shares other than a day on which trading is
scheduled to cease on that exchange prior to 1:00 pm
local time in New York; and
2. banks are open for general banking business in Sydney.
"CONTRACT" means a cash settled contract between BTAL and
Scarabus under which one party agrees to make payment to the
other based on the movement in price of a certain number of
Tyco Shares and which is expressed to be governed by these
terms.
"CONTRACT NOTE" means a contract note setting out the terms
of a Contract substantially in the form of schedule 1.
"EXERCISE DATE" means each date that BTAL determines the
price of Tyco Shares in accordance with clause 4.2(b),
4.3(b), 4.4 or 4.5.
"MARKET DISRUPTION EVENT" means the occurrence or existence
on any Business Day of the suspension or material limitation
of trading in Tyco Shares.
For the purposes of this definition, (1) a limitation on the
hours and number of days of trading will not constitute a
Market Disruption Event if it results from an announced
change in the regular business hours of the relevant
exchange; (2) a limitation on trading imposed during the
course of a day by reason of movements in price otherwise
exceeding levels permitted by the relevant exchange will
constitute a Market Disruption Event; and (3) issues of
materiality are to be determined in the discretion of BTAL.
"SETTLEMENT AMOUNT" for a Contract and a particular Exercise
Date means the amount calculated in accordance with the
following formula:
(TD - TF) x N
where:
N is the number of Tyco Shares for which BTAL determines a
value in accordance with clause 4.2(b), 4.3(b), 4.4 or 4.5
on that Exercise Date.
TD is the value per Tyco Share determined by BTAL in
accordance with clause 4.2(b), 4.3(b), 4.4 or 4.5 on that
Exercise Date.
TF is the forward value of Tyco Shares calculated as
follows:
TF = (Tt (l + r x d ) - Sum of all Dividends (l + i x n ))
--- ---
365 365
Where Tt is the amount so agreed for the purpose of that
Contract;
r is the average of the closing US Federal Funds
Rate as quoted on Reuters Page MMUS for each of
the days from and including the day five Business
Days after the Trade Date to but excluding the
Settlement Date, less a margin of 180 basis points
per annum,
d is the number of days from and including the day
five Business Days after the Trade Date to but
excluding the Settlement Date;
Dividends is the dividend per share for dividends for which
Tyco Shares trade "ex-dividend" from the Trade
Date to the Exercise Date;
i is the average of the closing US Federal Funds
Rate as quoted on Reuters Page MMUS for each of
the days from and including the payment date for
Dividend to but excluding the Settlement Date;
n is the number of days from the payment date for
Dividends to but excluding the Settlement Date.
"SETTLEMENT DATE" for a Contract means the day being five
Business Days after each Exercise Date of that Contract.
"TRADE DATE" for a Contract means the date specified as such
in the Contract Note.
"TYCO SHARES" means common stock in Tyco Laboratories, Inc.
B. Whenever this agreement provides that BTAL is to determine
the value of Tyco Shares, the price must be determined by
BTAL acting in good faith taking into account the volume of
stock trading and the price at which it is trading. The
value is to be determined net of brokerage, duties and
transaction taxes. Scarabus agrees to be bound by whatever
value is determined by BTAL for a particular day provided
that value is within the range of being not less than the
lowest price and not greater than the highest price at which
Tyco Shares are traded on the New York stock exchange on
that day. A determination by BTAL whether or not it could
have been possible to purchase Tyco Shares on the New York
stock exchange on a certain day is final and binding on
Scarabus (whether or not any Tyco Shares are actually so
traded on that day).
II. CONTRACTS
A. Scarabus may ask BTAL to enter into Contracts. Each
Contract is to be governed by these terms and the Contract
Note issued by BTAL in respect of that Contract. Each
Contract Note constitutes a supplement to and forms part of
this agreement.
B. A Contract may be entered into orally or in writing. The
parties intend that they are legally bound by the terms of
each Contract from the moment they agree to those terms
(whether orally or otherwise). If a Contract is entered
into orally, then BTAL agrees to issue Scarabus with a
Contract Note substantially in the form in schedule 1.
Scarabus must then, within two Business Days of receiving
the Contract Note, sign the Contract Note and return it to
BTAL. The Contract Note is, in the absence of manifest
error, conclusive as to the terms of the Contract even if
Scarabus does not comply with this clause 2.2.
III. TRADE DATE
On the Trade Date of each Contract, Scarabus must pay to
BTAL a fee calculated as follows:
0.5 x Tt x n
---
100
where Tt is the amount so agreed for the purpose of that
Contract.
n is the number of Tyco Shares the subject of that
Contract.
IV. EXERCISE
A. Either party may notify the other that it requires
settlement of all or part of a Contract to occur. If the
notice is received by the other party before 5 pm Sydney
time on a Business Day, then that Business Day is the
Exercise Date. Otherwise, the Exercise Date is the next
Business Day after the notice is received.
B. If Scarabus gives a notice under clause 4.1, the following
provisions apply:
1. Scarabus must give BTAL the notice substantially in the
form of schedule 2 in which Scarabus specifies the
number of Tyco Shares the subject of the settlement;
2. BTAL must then determine the value of Tyco Shares on
the New York stock exchange on the Exercise Date;
3. if BTAL determines that it could not have been possible
for a buyer to purchase the number of Tyco Shares
nominated by Scarabus under clause 4.2(a) on the New
York stock exchange on the Exercise Date, then
settlement is to take place only by reference to the
number of Tyco Shares which BTAL determines could have
been so purchased. The balance of Tyco Shares
originally the subject of the notice under clause
4.2(a) are to be deemed not to have been the subject of
that notice.
C. If BTAL gives a notice under clause 4.1, the following
provisions apply:
1. BTAL must give Scarabus the notice substantially in the
form of schedule 3 in which BTAL specifies the number
of Tyco Shares the subject of the settlement;
2. BTAL must then determine the value of Tyco Shares on
the New York stock exchange on the Exercise Date;
3. if BTAL determines that it could not have been possible
for a buyer to purchase the number of Tyco Shares
nominated by BTAL under clause 4.3(a) on the New York
stock exchange on the Exercise Date, then settlement is
to take place only by reference to the number of Tyco
Shares which BTAL determines could have been so
purchased. The balance of Tyco Shares originally the
subject of the notice under clause 4.3(a) are to be
deemed not to have been the subject of that notice.
D. This clause 4.4. applies only if by 4 April 1994 a total
number of Tyco Shares have been valued by BTAL in accordance
with clause 4.2(b) or 4.3(b) which is less than the total
number of Tyco Shares the subject of all Contracts entered
into under this agreement (the difference being referred to
as the "BALANCE NOT VALUED").
In that case BTAL must determine the value of Tyco Shares on
4 April 1994 on the New York stock exchange for a parcel
equal in number to the BALANCE NOT VALUED.
If BTAL determines that it could not have been possible for
a buyer to purchase on the New York stock exchange on 4
April 1994 the BALANCE NOT VALUED of Tyco Shares, then
settlement on that day is to take place only by reference to
the number of Tyco Shares which BTAL determines could have
been so purchased on that day.
E. If, after the application of clause 4.4, the total number of
Tyco Shares which have been valued by BTAL in accordance
with clauses 4.2(b), 4.3(b) and 4.4 is less than the total
number of Tyco Shares the subject of all Contracts entered
into under this agreement, then on each Business Day after 4
April 1994 until that total number have been valued under
clauses 4.2(b), 4.3(b), 4.4 or this clause 4.5, BTAL must
use reasonable endeavors to value as many as it can of the
remaining balance. Each such day is to be treated as an
Exercise Date for the purpose of the definition of
Settlement Amount.
V. OBLIGATIONS ON SETTLEMENT DATE
On each Settlement Date of each Contract:
1. if the Settlement Amount for that Settlement Date and
that Contract is positive, Scarabus must pay the
Settlement Amount to BTAL; or
2. if the Settlement Amount for that Settlement Date and
that Contract is negative, BTAL must pay the absolute
value of that amount to Scarabus.
VI. ADJUSTMENTS
A. If BTAL determines that the item Tt in the definition of
Settlement Amount should be varied because of a share split,
consolidation, rights issue, bonus issue, takeover or other
analogous event affecting Tyco Shares, then BTAL may adjust
that item Tt for any Contract so that the parties are in the
economically equivalent position after that event as before.
BTAL must act in good faith in determining whether to make
an adjustment under this clause and in making the adjustment
but otherwise may make its determination or any adjustment
in its absolute discretion (including, without limitation,
in making a determination as to whether there has been an
"analogous event"). If Scarabus does not agree with a
determination by BTAL under this clause 6.1, then it may
request BTAL to arrange for one of Goldman Sachs, Merrill
Lynch or Morgan Stanley to make a determination as to
whether there should have been an adjustment under this
clause and, if so, the quantum of the adjustment. Both
parties agree to be bound by the independent expert's
decision. Scarabus must meet the costs of the independent
expert.
B. If there is a Market Disruption Event on an Exercise Date,
then the Exercise Date is to be the first succeeding
Business Day on which there is no Market Disruption Event.
However, if there is a Market Disruption Event on each of
the eight Business Days immediately following the original
date that, but for the Market Disruption Event, would have
been the Exercise Date, then:
1. that eighth Business Day is to be taken to be the
Exercise Date, despite the Market Disruption Event; and
2. BTAL must determine the value of the Tyco Shares as of
the eighth Business Day. BTAL must act in good faith
in determining that value but otherwise may make its
determination in its absolute discretion. If Scarabus
does not agree with the value determined by BTAL under
this clause 6.2(b), then it may request BTAL to arrange
for an independent valuation of Tyco Shares by one of
Goldman, Sachs, Merrill Lynch or Morgan Stanley. The
valuer is to be asked to determine the value of Tyco
Shares as of that eighth Business Day. Both parties
agree to be bound by the valuer's decision. Scarabus
must meet the costs of the valuer.
BTAL must, as soon as practicable (and in no event later
than the next Business Day) notify Scarabus of the existence
or occurrence of a Market Disruption Event on any day that,
but for the occurrence or existence of a Market Disruption
Event, would have been an Exercise Date.
VII. PAYMENTS
CURRENCY
A. All amounts payable under clause 3 and any Contract are
payable in United States dollars.
NETTING OF PAYMENTS
B. On each date on which an obligation to make a payment arises
under this agreement, BTAL is to take an account of what is
due between Scarabus and BTAL on that date under this
agreement so that the aggregate of all amounts due by
Scarabus under this agreement on that date is offset against
the aggregate of all amounts due by BTAL under this
agreement on that date. Unless otherwise expressly agreed,
only one party is to make a payment on that date being the
party who is obliged to pay the greater of those aggregate
amounts. That party must pay the other party the difference
between the two aggregate amounts.
OVERDUE PAYMENTS
C. Each party agrees to pay interest to the other party on any
amount payable by it under this agreement during that period
that it remains unpaid, on demand or at times determined by
the payee, calculated on daily balances at a rate as
certified by it (expressed as a percentage rate per annum)
equal to the payee's cost of funding that amount applicable
to that day. Interest which is not paid when due for
payment may be capitalised interest at the rate and in the
manner referred to in this clause. The payee's obligation
to pay the outstanding amount on the day it becomes due for
payment is not affected by this clause.
VIII. COSTS, CHARGES AND EXPENSES
Each party agrees to pay or reimburse the other party on
demand for the other party's costs, charges and expenses in
enforcing this Agreement including, without limitation,
legal costs and expenses on a full indemnity basis.
IX. GENERAL
A. A provision of or a right created under this agreement may
not be waived or varied except in writing, signed by the
party or parties to be bound.
B. Any present or future legislation which operates to vary the
obligations of a party in connection with this agreement
with the result that the other party's rights, powers or
remedies are adversely affected (including, without
limitation, by way of delay or postponement) is excluded
except to the extent that its exclusion is prohibited or
rendered ineffective by law.
C. The rights of BTAL and Scarabus in respect of this agreement
and each Contract are incapable of assignment and it is a
condition of this agreement that neither party does anything
with a view to assigning its rights.
D. Each party represents and warrants to the other that it is
duly authorised and validly existing under the laws of the
place of its incorporation and that it has the power to
execute and deliver this agreement and enter into the
Contracts contemplated by this agreement.
X. NOTICES
Any notice given pursuant to this agreement must be in
writing in the English language and must be given by the
person giving notice or by its duly authorised
representative. It may be served by leaving it at or
sending it by telex, telecopier, prepaid recorded delivery
post, third party courier service or by facsimile, to the
following address (or such other place in Australia as a
party may from time to time notify to the other):
1. NOTICES TO SCARABUS
Level 31
World Trade Centre
Jamison Street
SYDNEY NSW 2000
Phone No: (02) 259 5200
Facsimile No: (02) 259 5252
Marked Attention of James Williams
2. NOTICES TO BTAL
Level 38
Australia Square
SYDNEY NSW 2000
Phone No: (02) 259 3392
Facsimile No: (02) 247 3412
Marked Attention of Brian Fowler
A notice is to be taken to have been received at the
following time. (If the deemed receipt does not take place
before 5.00 pm on a Business Day, then the notice is to be
deemed to have been received at 9.00 am on the next Business
Day):
(a) in the case of telex or telecopier on receipt of
answerback;
(b) in the case of third party courier service or in the
case of notice left at the address, on signature for
receipt;
(c) in the case of recorded delivery post, two Business
Days after posting; and
(d) in the case of facsimile, upon a transmission report,
indicating a satisfactory transmission, being obtained
from the sender's facsimile machine.
11. APPLICABLE LAW AND JURISDICTION
This agreement and each Contract is governed by the law in
force in New South Wales. Each party irrevocably and
unconditionally submits to the non-exclusive jurisdiction of
the courts of New South Wales and courts of appeal from
them.
SIGNED for and on behalf of )
BANKERS TRUST AUSTRALIA )
LIMITED by Christopher Geoffrey )
Chenoweth )
its duly authorised representative in )
the presence of: )
)
)
)
. . . . . . . . . . . . . . . . . . . . ) . . . . . . . . . . . . .
SIGNED for and on behalf of )
SCARABUS PTY LIMITED by )
IAN BRUCE MORISON )
its duly authorised representative in )
the presence of: )
)
)
)
. . . . . . . . . . . . . . . . . . . . ) . . . . . . . . . . . . .
SCHEDULE 1
CONTRACT NOTE
This Contract Note is entered into in accordance with and subject to
the Hedging Agreement between Bankers Trust Australia Limited and
Scarabus Pty Limited dated .
We are pleased to confirm that a Contract has been entered into under
which:
The Trade Date is [ ].
Tt for the purpose of the definition of Settlement Amount is [ ].
The number of Tyco Shares the subject of the Contract is [ ].
The contract identification number is [ ].
Please confirm that this Contract Note correctly reflects our
agreement by signing the copy of this Contract Note and returning it
to us.
Yours sincerely
BANKERS TRUST AUSTRALIA LIMITED
By:
Name:
Title:
SCHEDULE 2
EXERCISE NOTICE
(SCARABUS)
This is a notice given under clause 4.2(a) of the Hedging Agreement
between Bankers Trust Australia Limited and Scarabus Pty Limited dated
.`
We request a settlement in relation to the Contract having
identification number [ ].
For the purpose of clause 4.2(a) the number of Tyco Shares the subject
of the settlement is [ ].
Yours sincerely
SCARABUS PTY LIMITED
By:
Name:
Title:
SCHEDULE 3
EXERCISE NOTICE
(BTAL)
This is a notice given under clause 4.3(a) of the Hedging Agreement
between Bankers Trust Australia Limited and Scarabus Pty Limited dated
.
We intend to effect a settlement in relation to the Contract having
identification number [ ].
For the purpose of clause 4.3(a) the number of Tyco Shares the subject
of the settlement is [ ].
Yours sincerely
BANKERS TRUST AUSTRALIA LIMITED
By:
Name:
Title:
