SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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
61-2-2-965-7255
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Alan C. Myers
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
June 8, 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
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
Australia
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 4,,650,000
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 4,650,000
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,650,000
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.03%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
HC
_________________________________________________________________
This Amendment No. 9 amends the Statement on
Schedule 13D dated June 5, 1990, as heretofore amended
(the "Schedule 13D"), filed by Tyco Investments (Austra-
lia) Limited ("TIAL") relating to the common stock, par
value $.50 per share (the "Common Stock"), of Tyco Inter-
national Ltd., a Massachusetts corporation (the "Issu-
er"). 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 June 8, 1994, TIAL sold to Tyco the
Warrants to acquire an additional 5,000,000 shares of
Common Stock for $600,000 pursuant to a Warrant Repur-
chase Agreement, dated June 8, 1994, between Tyco and
TIAL, a copy of which is attached hereto as Exhibit N and
is incorporated herein by reference. As a result, TIAL
is the record and beneficial owner of 4,650,000 shares of
Common Stock, representing approximately 10.03% of the
total of the 46,354,193 shares of Common Stock outstand-
ing as of May 6, 1994 (as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarter ended March
31, 1994).
Item 7. Material to be Filed as an Exhibit.
The following document is attached hereto as an
Exhibit:
Exhibit N Warrant Repurchase Agreement, dated as of
June 8, 1994, between Tyco and TIAL.
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: June 10, 1994 By: /s/ William Shannon
Name: William Shannon
Title: Company Secretary
EXHIBIT INDEX
Exhibit Page No.
Exhibit N Warrant Repurchase Agree-
ment, dated as of June 8,
1994, between Tyco and TIAL
EXHIBIT N
WARRANT REPURCHASE AGREEMENT
This WARRANT REPURCHASE AGREEMENT, dated as of June 8,
1994, is made and entered into by and between TYCO IN-
VESTMENTS (AUSTRALIA) LIMITED, a company incorporated in
New South Wales, Australia ("TIAL") and TYCO INTERNATION-
AL LTD., a Massachusetts corporation ("Buyer").
In connection with Buyer's acquisition of certain busi-
nesses from TIAL (formerly Wormald International Limited)
in 1990, Buyer granted to TIAL, pursuant to the terms of
a certain Warrant Agreement, dated as of August 1, 1990,
between Buyer and Mellon Bank, N.A., as Warrant Agent,
warrants to purchase up to an aggregate of 5,000,000
shares of Buyer's common stock, par value $.50 per share
(the "Warrants"). As of the date of this Agreement, TIAL
is the sole record and beneficial owner of all such
Warrants.
NOW, THEREFORE, in consideration of the mutual terms,
conditions and other agreements set forth herein, and for
other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto, intend-
ing legally to be bound, hereby agree as follows:
1.SALE AND PURCHASE. Subject to and upon the terms and
conditions set forth in this Agreement, TIAL hereby
sells, assigns, transfers, conveys and delivers to Buyer,
and Buyer hereby purchases from TIAL, all of the Warrants
for a purchase price of $0.12 per Warrant or an aggregate
purchase price of $600,000, payable by bank wire transfer
of immediately available funds to an account of TIAL
specified in writing to Buyer. TIAL hereby delivers to
Buyer, free and clear of any liens, claims, charges,
security interests or other legal or equitable encum-
brances, limitations or restrictions of any kind (collec-
tively, "Liens"), Warrant certificates representing all
of such Warrants, duly endorsed in blank for transfer.
2.REPRESENTATIONS AND WARRANTIES OF TIAL. TIAL hereby
represents and warrants to Buyer as follows:
2.1. Organization and Qualification. TIAL is
a corporation duly organized and validly existing under
the laws of its jurisdiction of incorporation and has all
requisite corporate power and authority to carry on its
business and to own, lease or operate its properties as
and in the places where such business is now conducted or
such properties are owned, leased or operated.
2.2. Title to the Warrants. TIAL is the sole
record and beneficial owner of all of the Warrants, and
has valid and marketable title to all of such Warrants,
free and clear of any Liens, subject to the restrictions
existing under the Standstill Agreement, dated as of
August 1, 1990, by and among Buyer, TIAL and Netherlands
Engineering Services B.V., and other applicable securi-
ties laws. Upon consummation of the transactions contem-
plated by this Agreement, Buyer shall acquire valid and
marketable title to the Warrants, free and clear of all
Liens.
2.3. Authorization and Validity of Agreement.
TIAL has all requisite legal capacity, power and authori-
ty to enter into this Agreement and to perform its obli-
gations hereunder. This Agreement has been duly autho-
rized, executed and delivered by TIAL and constitutes the
valid and binding obligation of TIAL, enforceable against
TIAL in accordance with its terms, subject to bankruptcy,
insolvency or other laws affecting the rights of credi-
tors generally. Neither the execution, delivery or
performance of this Agreement nor the consummation of the
transactions contemplated hereby by TIAL will conflict
with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under (i) the
Certificate of Incorporation or By-laws (or any equiva-
lent document) of TIAL or (ii) any material contract,
lease, loan agreement, mortgage, security agreement or
other material agreement or instrument to which TIAL is a
party or by which TIAL is bound.
2.4. Access to Information and Determination
to Sell. TIAL has received such information regarding
the business, financial condition and prospects of Buyer
as it has deemed necessary in connection with the trans-
actions contemplated by this Agreement and has otherwise
had the opportunity to make inquiries of Buyer in connec-
tion therewith. TIAL acknowledges and confirms that its
decision to enter into this Agreement and to sell the
Warrants to Buyer at the purchase price provided for by
this Agreement were based upon its independent analysis
of Buyer and Buyer's business, financial condition and
prospects.
3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer
hereby represents and warrants to TIAL as follows:
3.1. Organization and Qualification. Buyer
is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of
incorporation and has all requisite corporate power and
authority to carry on its business and to own, lease or
operate its properties as and in the places where such
business is now conducted or such properties are owned,
leased or operated.
3.2. Authorization and Validity of Agreement.
Buyer has all requisite legal capacity, power and author-
ity to enter into this Agreement and to perform its
obligations hereunder. This Agreement has been duly
authorized, executed and delivered by Buyer and consti-
tutes the valid and binding obligation of Buyer enforce-
able against Buyer in accordance with its terms, subject
to bankruptcy, insolvency and other laws affecting the
rights of creditors generally. Neither the execution,
delivery or performance of this Agreement nor the consum-
mation of the transactions contemplated hereby by Buyer
will conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default
under (i) the Certificate of Incorporation or By-laws of
Buyer or (ii) any material contract, lease, loan agree-
ment, mortgage, security agreement or other material
agreement or instrument to which Buyer is a party or by
which Buyer is bound.
4. MISCELLANEOUS.
4.1. Governing Law; Jurisdiction. THIS
AGREEMENT SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN
ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF THE CONFLICT OF LAWS THEREOF. Each of
Buyer and TIAL consents and submits to the jurisdiction
of any state court sitting in the County of New York or
Federal court sitting in the Southern District of the
State of New York in connection with any dispute arising
out of or relating to this Agreement, and further waives
any objection to the laying of venue in such courts and
any claim that any such action has been brought in an
inconvenient forum.
4.2. Entire Agreement. This Agreement con-
tains the entire understanding between the parties hereto
with respect to the transactions contemplated hereby and
supersedes and replaces all prior and contemporaneous
agreements and understandings, oral or written, with
regard to such transactions.
4.3. Survival of Provisions. The respective
representations and warranties contained in this Agree-
ment shall survive the consummation of the transactions
contemplated by this Agreement, and shall remain opera-
tive regardless of any disclosure to, or investigation
made by or on behalf of, such party on or before the date
hereof.
4.4. Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed
an original, but all of which shall constitute the same
instrument.
IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed by their respective offi-
cers thereunto duly authorized on the date first written
above.
TYCO INTERNATIONAL LTD.
By: /s/ Irving Gutin
Name: Irving Gutin
Title: Senior Vice President
TYCO INVESTMENTS (AUSTRALIA) LIMITED
By: /s/ William Shannon
Name: William Shannon
Title: Company Secretary
[SIGNATURE PAGE FOR WARRANT REPURCHASE AGREEMENT]
