SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 11
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
October 13, 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.
_________________________________________________________________
(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
NUMBER OF 1,367,546
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,367,546
WITH
(10) SHARED DISPOSITIVE POWER
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,367,546
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.0%
(14) TYPE OF REPORTING PERSON*
HC
This Amendment No. 11 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) On October 13, 1994, TIAL distributed
3,179,454 shares of the Common Stock to its ordinary
shareholders (other than Lang Corporation Limited
("Lang")), preference shareholders and option holders in
its Scheme of Arrangement (the "Scheme"). As a result,
TIAL is the record owner of 1,367,546 shares of Common
Stock, representing approximately three percent of the 46,341,493
shares of Common Stock outstanding as of September 21,
1994 (as reported in the Issuer's Registration Statement
on Form S-4).
(e) On October 13, 1994, TIAL distributed
3,179,454 shares of Common Stock to its ordinary
shareholders (other than Lang), preference shareholders
and option holders in the Scheme. As a result of such
distribution, on October 13, 1994, TIAL, the owner of
approximately three percent of the Common Stock outstanding as
of September 21, 1994, no longer beneficially owns more
than five percent of the Common Stock and no longer is
a Reporting Person.
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: October 19, 1994 By:/s/ William Shannon
Name: William Shannon
Title: Company Secretary
