SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 8
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
April 29, 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 Schedule 13D and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box: ___
|___|
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* OO
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
9,650,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,650,000
PERSON
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,650,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.79%
14 TYPE OF REPORTING PERSON*
HC
SCHEDULE 13D
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Netherlands Engineering Services B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
HC
SCHEDULE 13D
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Braeshore Pty Limited (ACN 004 000 300)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
HC
This Amendment No. 8 amends the Statement on
Schedule 13D dated June 5, 1990, as heretofore amended
(the "Schedule 13D"), filed by Tyco Investments
(Australia) Limited ("TIAL") and joined in by Netherlands
Engineering Services B.V. ("NES") and Braeshore Pty
Limited ("Braeshore"), relating to the common stock, par
value $.50 per share (the "Common Stock"), of Tyco
International Ltd., a Massachusetts corporation (the
"Issuer"). This Amendment is filed by TIAL, NES and
Braeshore (collectively, the "Reporting Persons").
Capitalized terms used and not defined herein shall have
the respective meanings ascribed thereto in the Schedule
13D.
Item 3. Source and Other Amount of Funds or Other
Consideration
Item 3. is amended as follows:
On April 29, 1994, Braeshore transferred to TIAL
the 4,650,000 shares of Common Stock and the Warrants to
acquire an additional 5,000,000 shares of Common Stock
owned of record by it in consideration for an
intercompany receivable in the principal amount of
A$300,448,431.
Item 5. Interest in Securities of the Issuer.
Item 5. is amended as follows:
(a),(c) On April 29, 1994, Braeshore transferred
to TIAL the 4,650,000 shares of Common Stock and the
Warrants to purchase an additional 5,000,000 shares of
Common Stock owned of record by it in consideration for
an intercompany receivable in the principal amount of
A$300,448,431. As a result, TIAL has become the sole
record and beneficial owner of 9,650,000 shares of Common
Stock (which includes the 5,000,000 shares of Common
Stock issuable upon exercise of the Warrants),
representing approximately 18.79% of the total of the
46,354,193 shares of Common Stock outstanding as of
February 4, 1994 (as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1993) plus the 5,000,000 shares of Common
Stock that would be outstanding if the Common Stock
issuable upon the exercise of the Warrants were issued
and outstanding.
(b) Except to the extent restricted by the
Standstill Agreement, as previously described in the
Schedule 13D, TIAL has the sole power to dispose of, or
direct the disposition of, and to vote, or direct the
vote of, all shares of Common Stock beneficially owned by
it.
(d) On April 29, 1994, Braeshore transferred to
TIAL the 4,650,000 shares of Common Stock and the
Warrants to acquire an additional 5,000,000 shares of
Common Stock owned by it to TIAL in consideration for an
intercompany receivable in the principal amount of
A$300,448,431. As a result of such transfer, on April
29, 1994, Braeshore and NES, the owner of approximately
99.999% of the voting power of Braeshore, no longer
beneficially owned any shares of Common Stock and ceased
to be Reporting Persons.
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: May 3, 1994 By: /s/ William Shannon
Name: William Shannon
Title: Company Secretary
SIGNATURE
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set
forth in this statement is true, complete and correct.
Netherlands Engineering
Services B.V.
Dated: May 3, 1994 By: /s/ Rokin Corporate Services
Name: Rokin Corporate Services
Title: Managing Director
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.
Braeshore Pty Limited
Dated: May 3, 1994 By: /s/ William Shannon
Name: William Shannon
Title: Director and Secretary
