<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
--
Tyco International Ltd.
-----------------------
(Name of Issuer)
Common Stock, par value $.50 per share
--------------------------------------
(Title of Class of Securities)
902120 10
--------------
(CUSIP Number)
Alberto Cribiore
c/o The Clayton & Dubilier Private David A. Brittenham
Equity Fund IV Limited Partnership Debevoise & Plimpton
270 Greenwich Avenue 875 Third Avenue
Greenwich, Connecticut 06830 New York, NY 10022
(203) 661-3998 (212) 909-6000
- ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 19, 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. /X/ (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
<PAGE> 2
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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<PAGE> 3
CUSIP No. 902120 10 13D
<TABLE>
- --------------------------------------------------------------------------------------
<S> <C>
1. Names of Reporting Persons The Clayton & Dubilier Private
S.S. or I.R.S. Identifica- Equity Fund IV Limited
tion Nos. of Above Persons Partnership
- --------------------------------------------------------------------------------------
2. Check the Appropriate Box (a)
if a Member of a Group --------------------------------------
(b)
- --------------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------------
4. Source of Funds
00 (see item 3)
- --------------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ---
- --------------------------------------------------------------------------------------
6. Citizenship or Place of
Organization Connecticut
- --------------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially 0
Owned by Each ----------------------------------------------------
Reporting Person (8) Shared Voting
with Power 4,720,706 (see item 5)
----------------------------------------------------
(9) Sole Dispositive Power
0
----------------------------------------------------
(10) Shared Dispositive
Power 4,720,706 (see item 5)
- --------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 4,720,706 (see item 5)
- --------------------------------------------------------------------------------------
12. Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares
- --------------------------------------------------------------------------------------
13. Percent of Class Represented
by Amount in Row (11) 6.4%
- --------------------------------------------------------------------------------------
14. Type of Reporting Person PN
- --------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 4
CUSIP No. 902120 10 13D
<TABLE>
- --------------------------------------------------------------------------------------
<S> <C>
1. Names of Reporting Persons Clayton & Dubilier Associates
S.S. or I.R.S. Identifica- IV Limited Partnership
tion Nos. of Above Persons
- --------------------------------------------------------------------------------------
2. Check the Appropriate Box (a)
if a Member of a Group --------------------------------------
(b)
- --------------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------------
4. Source of Funds
00 (see item 3)
- --------------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ---
- --------------------------------------------------------------------------------------
6. Citizenship or Place of
Organization Connecticut
- --------------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially 0
Owned by Each ----------------------------------------------------
Reporting Person (8) Shared Voting
with Power 4,720,706 (see item 5)
----------------------------------------------------
(9) Sole Dispositive Power
0
----------------------------------------------------
(10) Shared Dispositive
Power 4,720,706 (see item 5)
- --------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 4,720,706 (see item 5)
- --------------------------------------------------------------------------------------
12. Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares
- --------------------------------------------------------------------------------------
13. Percent of Class Represented
by Amount in Row (11) 6.4%
- --------------------------------------------------------------------------------------
14. Type of Reporting Person PN
- --------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 5
CUSIP No. 902120 10 13D
<TABLE>
- --------------------------------------------------------------------------------------
<S> <C>
1. Names of Reporting Persons B. Charles Ames
S.S. or I.R.S. Identifica-
tion Nos. of Above Persons
- --------------------------------------------------------------------------------------
2. Check the Appropriate Box (a)
if a Member of a Group --------------------------------------
(b)
- --------------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------------
4. Source of Funds
00 (see item 3)
- --------------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ---
- --------------------------------------------------------------------------------------
6. Citizenship or Place of
Organization U.S.A.
- --------------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially 0
Owned by Each ----------------------------------------------------
Reporting Person (8) Shared Voting
with Power 4,720,706 (see item 5)
----------------------------------------------------
(9) Sole Dispositive Power
0
----------------------------------------------------
(10) Shared Dispositive
Power 4,720,706 (see item 5)
- --------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 4,720,706 (see item 5)
- --------------------------------------------------------------------------------------
12. Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares
- --------------------------------------------------------------------------------------
13. Percent of Class Represented
by Amount in Row (11) 6.4%
- --------------------------------------------------------------------------------------
14. Type of Reporting Person IN
- --------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 6
CUSIP No. 902120 10 13D
<TABLE>
- --------------------------------------------------------------------------------------
<S> <C>
1. Names of Reporting Persons Alberto Cribiore
S.S. or I.R.S. Identifica-
tion Nos. of Above Persons
- --------------------------------------------------------------------------------------
2. Check the Appropriate Box (a)
if a Member of a Group --------------------------------------
(b)
- --------------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------------
4. Source of Funds 00 (see item 3)
- --------------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ---
- --------------------------------------------------------------------------------------
6. Citizenship or Place of
Organization Italy
- --------------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially 0
Owned by Each ----------------------------------------------------
Reporting Person (8) Shared Voting
with Power 4,746,354 (see item 5)
----------------------------------------------------
(9) Sole Dispositive Power
0
----------------------------------------------------
(10) Shared Dispositive
Power 4,746,354 (see item 5)
- --------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 4,746,354 (see item 5)
- --------------------------------------------------------------------------------------
12. Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares
- --------------------------------------------------------------------------------------
13. Percent of Class Represented
by Amount in Row (11) 6.4%
- --------------------------------------------------------------------------------------
14. Type of Reporting Person IN
- --------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 7
CUSIP No. 902120 10 13D
<TABLE>
- --------------------------------------------------------------------------------------
<S> <C>
1. Names of Reporting Persons Donald J. Gogel
S.S. or I.R.S. Identifica-
tion Nos. of Above Persons
- --------------------------------------------------------------------------------------
2. Check the Appropriate Box (a)
if a Member of a Group --------------------------------------
(b)
- --------------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------------
4. Source of Funds
00 (see item 3)
- --------------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ---
- --------------------------------------------------------------------------------------
6. Citizenship or Place of
Organization U.S.A.
- --------------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially 0
Owned by Each ----------------------------------------------------
Reporting Person (8) Shared Voting
with Power 4,720,706 (see item 5)
----------------------------------------------------
(9) Sole Dispositive Power
0
----------------------------------------------------
(10) Shared Dispositive
Power 4,720,706 (see item 5)
- --------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 4,720,706 (see item 5)
- --------------------------------------------------------------------------------------
12. Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares
- --------------------------------------------------------------------------------------
13. Percent of Class Represented
by Amount in Row (11) 6.4%
- --------------------------------------------------------------------------------------
14. Type of Reporting Person IN
- --------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 8
CUSIP No. 902120 10 13D
<TABLE>
- --------------------------------------------------------------------------------------
<S> <C>
1. Names of Reporting Persons Hubbard C. Howe
S.S. or I.R.S. Identifica-
tion Nos. of Above Persons
- --------------------------------------------------------------------------------------
2. Check the Appropriate Box (a)
if a Member of a Group -----------------------------------
(b)
- --------------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------------
4. Source of Funds
00 (see item 3)
- --------------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ---
- --------------------------------------------------------------------------------------
6. Citizenship or Place of
Organization U.S.A.
- --------------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially 0
Owned by Each ---------------------------------------------------
Reporting Person (8) Shared Voting
with Power 4,720,706 (see item 5)
---------------------------------------------------
(9) Sole Dispositive Power
0
---------------------------------------------------
(10) Shared Dispositive
Power 4,720,706 (see item 5)
- --------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 4,720,706 (see item 5)
- --------------------------------------------------------------------------------------
12. Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares
- --------------------------------------------------------------------------------------
13. Percent of Class Represented
by Amount in Row (11) 6.4%
- --------------------------------------------------------------------------------------
14. Type of Reporting Person IN
- --------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 9
CUSIP No. 902120 10 13D
<TABLE>
- --------------------------------------------------------------------------------------
<S> <C>
1. Names of Reporting Persons Joseph L. Rice, III
S.S. or I.R.S. Identifica-
tion Nos. of Above Persons
- --------------------------------------------------------------------------------------
2. Check the Appropriate Box (a)
if a Member of a Group -----------------------------------
(b)
- --------------------------------------------------------------------------------------
3. S.E.C. Use Only
- --------------------------------------------------------------------------------------
4. Source of Funds
00 (see item 3)
- --------------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ---
- --------------------------------------------------------------------------------------
6. Citizenship or Place of
Organization U.S.A.
- --------------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially 0
Owned by Each ---------------------------------------------------
Reporting Person (8) Shared Voting
with Power 4,746,354 (see item 5)
---------------------------------------------------
(9) Sole Dispositive Power
0
---------------------------------------------------
(10) Shared Dispositive
Power 4,746,354 (see item 5)
- --------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 4,746,354 (see item 5)
- --------------------------------------------------------------------------------------
12. Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares
- --------------------------------------------------------------------------------------
13. Percent of Class Represented
by Amount in Row (11) 6.4%
- --------------------------------------------------------------------------------------
14. Type of Reporting Person IN
- --------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 10
STATEMENT ON SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.50 per share
("Common Stock"), of Tyco International Ltd., a Massachusetts corporation (the
"Issuer"). The principal executive office of the Issuer is located at One Tyco
Park, Exeter, New Hampshire 03833.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by (i) The Clayton & Dubilier Private
Equity Fund IV Limited Partnership ("Fund IV"), a Connecticut limited
partnership having its principal office at 270 Greenwich Avenue, Greenwich,
Connecticut 06830, (ii) Clayton & Dubilier Associates IV Limited Partnership
("Associates IV"), the general partner of Fund IV and a Connecticut limited
partnership having its principal office at 270 Greenwich Avenue, Greenwich,
Connecticut 06830, and (iii) the other reporting persons listed on Schedule A
hereto. Fund IV's principal business is the investment in securities or
equity-related securities and Associate IV's principal business is to act as
the general partner of Fund IV and, as such, to make all investment decisions
for and on behalf of Fund IV.
The information provided herein with respect to each reporting person
has been provided solely by that reporting person, and no reporting person is
responsible for the accuracy and completeness of the information included about
any other reporting person.
Set forth on Schedule A hereto, which is attached hereto and
incorporated by reference, are the (i) names and (ii) present principal
occupations or employments of the reporting persons who are natural persons.
Each of such persons is a general partner of Associates IV, has a business
address at the address of Fund IV and (except for Alberto Cribiore, who is a
permanent resident alien who has retained his Italian citizenship) is a citizen
of the United States of America.
During the last five years, none of the reporting persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any such person been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction where the result of
such proceeding was the imposition of a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to,
Page 10 of
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<PAGE> 11
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF CONSIDERATION.
All of the securities of the Issuer beneficially owned by Fund IV to
which this statement relates were received by Fund IV, pursuant to the merger
(the "Merger") of T Acquisition Corp., a wholly owned subsidiary of the Issuer,
with and into Kendall International, Inc. ("Kendall") on October 19, 1994, in
exchange for 3,612,685 shares of Kendall common stock (which includes 18,446
shares subject to the Equity Reallocation Agreement (as defined in Item 5)),
27,809 A Warrants and B Warrants (as such terms are defined in Item 5) and
8,118 Reallocation Rights (as defined in Item 5) held by Fund IV at the time of
the Merger, at an exchange ratio of 1.29485 shares of Common Stock for each
share of Kendall common stock (the "Exchange Ratio"). The securities of the
Issuer beneficially owned by Clayton & Dubilier Associates III Limited
Partnership, a Connecticut limited partnership ("Associates III") (see Item
5), were also received pursuant to the Merger, in exchange for 15,162 A
Warrants and B Warrants and 4,646 Reallocation Rights held by Associates III at
the time of the Merger, at the Exchange Ratio. No additional consideration was
paid by any of the reporting persons for such securities of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
The securities of the Issuer to which this statement relates were
acquired pursuant to the Merger (the terms of which were described in
the Joint Proxy Statement, dated September 21, 1994, of the Issuer and
Kendall). Depending upon Fund IV's evaluation of the Issuer's business and
prospects and upon future developments, market conditions and alternative
investment opportunities and uses of funds, Fund IV may determine to increase,
decrease or dispose of its holdings of Tyco's securities (other than the shares
of Common Stock beneficially owned by Fund IV that are subject to the Equity
Reallocation Agreement) in one or more privately negotiated or open-market
transactions or otherwise, on such terms and at such times as Fund IV considers
desirable. Fund IV has no present plans or proposals that relate to or would
result in any of the actions set forth in subparagraphs (a)-(j) of the
instructions to Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the close of business on November 3, 1994, Fund IV was the
beneficial owner, pursuant to Rule 13d-3(d)(1)(i) under the
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<PAGE> 12
Act, of 4,720,706 shares of Common Stock(1) (the "Fund Shares") by virtue of its
ownership of 4,677,885 shares of Common Stock and of (i) warrants (the "A
Warrants") representing the right to purchase 17,400 shares of Common Stock
pursuant to the related Warrant Agreement, dated as of July 7, 1992, as amended
(the "A Warrant Agreement"), between the Issuer (as successor in interest to
Kendall) and Mellon Bank, N.A., as successor warrant agent, (ii) warrants (the
"B Warrants") representing the right to purchase 18,608 shares of Common Stock
pursuant to the related Warrant Agreement, dated as of July 7, 1992, as amended
(the "B Warrant Agreement"), between the Issuer (as successor in interest to
Kendall) and Mellon Bank, N.A., as successor warrant agent, and (iii) rights
("Reallocation Rights") to purchase 10,511 shares of Common Stock pursuant to
the Equity Reallocation Agreement, dated as of July 7, 1992, as amended (the
"Equity Reallocation Agreement"), among the Issuer (as successor in interest to
Kendall), certain shareholders of Kendall (now shareholders of Tyco) and Mellon
Bank, N.A. as successor escrow agent (the "Escrow Agent"). Of the 4,677,885
shares of Common Stock owned by Fund IV, 23,885 shares are deposited with the
Escrow Agent and may be purchased by holders of Reallocation Rights in
accordance with the Equity Reallocation Agreement. Accordingly, Fund IV has
the power to vote, but not to dispose of, such 23,885 shares. The Fund Shares
constitute 6.4%(2) of the outstanding shares of Common Stock (based upon
information provided by the Issuer as to the number of shares of Common Stock
of the Issuer outstanding on October 25, 1994).
Associates IV is the sole general partner of Fund IV. Messrs. Ames,
Cribiore, Gogel, Howe and Rice are general partners of Associates IV and, as
such, share the power to direct the vote and disposition of the securities held
by Fund IV. Pursuant to Rule 13d-3(a) under the Act, Messrs. Ames, Cribiore,
Gogel, Howe and Rice may be deemed to be the beneficial owners of the shares of
Common Stock and other securities of Tyco owned by Fund IV. Each of
--------------------
1. This amount does not include 3,698 shares of Common Stock
that Fund IV currently beneficially owns but would be
required to transfer, pursuant to the Equity Reallocation
Agreement referred to below, upon the exercise of the
10,511 Reallocation Rights held by it.
2. This percentage does not include 3,698 shares of Common
Stock that Fund IV currently beneficially owns but would be
required to transfer pursuant to the Equity Reallocation
Agreement upon the exercise of the 10,511 Reallocation
Rights held by it.
Page 12 of
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<PAGE> 13
Messrs. Ames, Cribiore, Gogel, Howe and Rice expressly disclaims such
beneficial ownership.
Messrs. Cribiore and Rice are also general partners of Associates
III and, as such, share the power to direct the vote and disposition of the
securities held by Associates III. As of the close of business on November 3,
1994, Associates III was the beneficial owner, pursuant to Rule 13d-3(d)(1)(i)
under the Act, of 25,648 shares of Common Stock (the "Associates III Shares")
by virtue of its ownership of (i) A Warrants representing the right to purchase
9,393 shares of Common Stock pursuant to the A Warrant Agreement, (ii) B
Warrants representing the right to purchase 10,239 shares of Common Stock
pursuant to the B Warrant Agreement and (iii) Reallocation Rights to purchase
6,016 shares of Common Stock pursuant to the Equity Reallocation Agreement.
Pursuant to Rule 13d-3(a) under the Act, Messrs. Cribiore and Rice may be
deemed to be the beneficial owners of the securities of Tyco owned by
Associates III. Each of Messrs. Cribiore and Rice expressly disclaims such
beneficial ownership. The Associates III Shares and the Fund Shares together
constitute 6.4%(3) of the outstanding shares of Common Stock (based upon
information provided by the Issuer as to the number of shares of Common Stock
of the Issuer outstanding on October 25, 1994).
The only transaction in shares of Common Stock or other securities of
the Issuer that was effected by any of the reporting persons during the past 60
days was the acquisition of the Issuer's securities that occurred as a result
of the Merger.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Fund IV is a party to a Stockholder Agreement, dated as of July 13,
1994, as amended by a stockholder agreement modification letter, dated October
3, 1994 (as so amended, the "Stockholder Agreement"), between the Issuer and
Fund IV. Pursuant to the Stockholder Agreement, the Issuer has agreed that for
so long as Fund IV (together with its Permitted Transferees (as defined in the
Stockholder Agreement)) continues to hold at least 20% of the shares of Common
Stock received by Fund IV in the Merger, the Issuer shall use its reasonable
best efforts to cause one person designated in
--------------------
3. This percentage does not include 3,698 shares of Common
Stock that Fund IV currently beneficially owns but would be
required to transfer pursuant to the Equity Reallocation
Agreement upon the exercise of the 10,511 Reallocation
Rights held by it.
Page 13 of
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<PAGE> 14
writing by Fund IV and reasonably satisfactory to the Issuer to be elected as a
director of the Issuer. In addition, under the Stockholder Agreement, Fund IV
is prohibited from engaging in any Sale (as defined in the Stockholder
Agreement) of securities of Kendall or the Issuer until such time (the
"Publication Time") as the Issuer has published financial results covering at
least 30 days of combined operations of the Issuer and Kendall after the
Merger. Fund IV may, however, transfer Common Stock to its partners in
accordance with its partnership agreement as in effect on the date of the
Stockholder Agreement or as in effect from time to time after the Publication
Time, subject to certain restrictions on any further transfer prior to the
Publication Time.
Fund IV is also a party to a Registration Rights Agreement, dated as
of July 7, 1992, as amended by Amendment No. 1 thereto, dated as of July 11,
1994, among Kendall and certain security holders of Kendall (now security
holders of the Issuer), including Fund IV, which agreement has been assumed by
the Issuer pursuant to an Assumption Agreement, dated October 19, 1994 (the
"Assumption Agreement"), made by the Issuer in favor of the parties and
beneficiaries to and under such Registration Rights Agreement as so amended.
(Such Registration Rights Agreement, as so amended and as assumed by the Issuer
pursuant to the Assumption Agreement, is referred to herein as the
"Registration Rights Agreement".) Pursuant to the Registration Rights
Agreement, Fund IV may, subject to certain conditions, require the Issuer to
register under the Securities Act of 1933, as amended, the shares of Common
Stock owned by it. The holders of a majority of the A Warrants and B Warrants
also may, subject to certain conditions, require the Issuer to register such
warrants under the Securities Act. In addition, Fund IV, Associates III and
certain other holders of securities of Tyco have certain "piggyback rights" to
participate in other registrations of Common Stock.
Fund IV is also a party to the Equity Reallocation Agreement,
pursuant to which 23,885 shares of Common Stock beneficially owned by Fund IV
are deposited with the Escrow Agent. Such shares are required to be
transferred to the holders of Reallocation Rights upon exercise of such rights
pursuant to the Equity Reallocation Agreement at any time prior to July 7,
1999.
The foregoing summaries of provisions of the Stockholder Agreement,
the Registration Rights Agreement and the Equity Reallocation Agreement are
qualified in their entirety by reference to each such agreement, copies of
which either are attached hereto as Exhibits or have been previously filed with
the Securities and Exchange Commission.
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<PAGE> 15
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
A Stockholder Agreement, dated as of July 13, 1994, between the Issuer and
Fund IV. (This Exhibit can be found as Exhibit 10(b) to the Issuer's
Current Report on Form 8-K filed July 26, 1994, and is incorporated
herein by reference.)
B Stockholder agreement modification letter, dated October 3, 1994,
between the Issuer and Fund IV.
C Registration Rights Agreement, dated as of July 7, 1992, among Kendall
(formerly named CDK Holding Corporation) and certain holders of its
common stock and other securities. (This Exhibit can be found as
Exhibit 4.42 to the Registration Statement on Form 10 of Kendall, File
No. 0-20602 (the "Form 10"), and is incorporated herein by reference.)
D Amendment No. 1 to Registration Rights Agreement, dated as of July 11,
1994, among Kendall and certain holders of its common stock and other
securities.
E Assumption Agreement, dated October 19, 1994, by the Issuer in favor of
the parties and beneficiaries to and under the Registration Rights
Agreement.
F Equity Reallocation Agreement, dated as of July 7, 1993, among Kendall,
certain stockholders of Kendall and Norwest Bank Minnesota, N.A., as
escrow agent. (This Exhibit can be found as Exhibit 10.46.5 to the Form
10, and is incorporated herein by reference.)
</TABLE>
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<PAGE> 16
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.
Dated: November 4, 1994
THE CLAYTON & DUBILIER PRIVATE
EQUITY FUND IV LIMITED PARTNERSHIP
By: CLAYTON & DUBILIER ASSOCIATES
IV LIMITED PARTNERSHIP,
General Partner
By: /s/ Alberto Cribiore
--------------------------------
Alberto Cribiore
General Partner
CLAYTON & DUBILIER ASSOCIATES
IV LIMITED PARTNERSHIP
By: /s/ Alberto Cribiore
----------------------------------
Alberto Cribiore
General Partner
/s/ B. Charles Ames
-------------------------------------
B. Charles Ames
/s/ Alberto Cribiore
-------------------------------------
Alberto Cribiore
/s/ Donald J. Gogel
-------------------------------------
Donald J. Gogel
/s/ Hubbard. C. Howe
-------------------------------------
Hubbard C. Howe
/s/ Joseph L. Rice, III
-------------------------------------
Joseph L. Rice, III
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<PAGE> 17
Schedule A
<TABLE>
<CAPTION>
Present Principal
Name Occupation/Employment
- ---- ---------------------
<S> <C>
B. Charles Ames Principal of Clayton, Dubilier & Rice, Inc. ("CD&R"), a New York-based private
investment firm located at 126 East 56th Street, New York, New York 10022, which
manages Fund IV.
Alberto Cribiore Principal of CD&R.
Donald J. Gogel Principal of CD&R.
Hubbard C. Howe Principal of CD&R.
Joseph L. Rice, III Principal of CD&R.
</TABLE>
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<PAGE> 18
Schedule B
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Schedule is attached is filed on behalf of each of them
in the capacities set forth below.
Dated: November 4, 1994
THE CLAYTON & DUBILIER PRIVATE
EQUITY FUND IV LIMITED PARTNERSHIP
By: CLAYTON & DUBILIER ASSOCIATES
IV LIMITED PARTNERSHIP,
General Partner
By: /s/ Alberto Cribiore
-------------------------------
Alberto Cribiore
General Partner
CLAYTON & DUBILIER ASSOCIATES
IV LIMITED PARTNERSHIP
By: /s/ Alberto Cribiore
---------------------------------
Alberto Cribiore
General Partner
/s/ B. Charles Ames
------------------------------------
B. Charles Ames
/s/ Alberto Cribiore
------------------------------------
Alberto Cribiore
/s/ Donald J. Gogel
------------------------------------
Donald J. Gogel
/s/ Hubbard C. Howe
------------------------------------
Hubbard C. Howe
/s/ Joseph L. Rice, III
------------------------------------
Joseph L. Rice, III
Page 18 of
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<PAGE> 19
Schedule C
Power of Attorney
Each person whose signature appears below constitutes and
appoints Joseph L. Rice, III, Alberto Cribiore and William A. Barbe, and each
of them, his true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to the statement to
which this Schedule is attached, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: November 4, 1994
/s/ B. Charles Ames
----------------------------------
B. Charles Ames
/s/ Alberto Cribiore
----------------------------------
Alberto Cribiore
/s/ Donald J. Gogel
----------------------------------
Donald J. Gogel
/s/ Hubbard C. Howe
----------------------------------
Hubbard C. Howe
/s/ Joseph L. Rice, III
----------------------------------
Joseph L. Rice, III
Page 19 of
---
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
A Stockholder Agreement, dated as of July 13, 1994, between the Issuer and
Fund IV. (This Exhibit can be found as Exhibit 10(b) to the Issuer's
Current Report on Form 8-K filed July 26, 1994, and is incorporated
herein by reference.)
B Stockholder agreement modification letter, dated October 3, 1994,
between the Issuer and Fund IV.
C Registration Rights Agreement, dated as of July 7, 1992, among Kendall
(formerly named CDK Holding Corporation) and certain holders of its
common stock and other securities. (This Exhibit can be found as
Exhibit 4.42 to the Registration Statement on Form 10 of Kendall, File
No. 0-20602 (the "Form 10"), and is incorporated herein by reference.)
D Amendment No. 1 to Registration Rights Agreement, dated as of July 11,
1994, among Kendall and certain holders of its common stock and other
securities.
E Assumption Agreement, dated October 19, 1994, by the Issuer in favor of
the parties and beneficiaries to and under the Registration Rights
Agreement.
F Equity Reallocation Agreement, dated as of July 7, 1993, among Kendall,
certain stockholders of Kendall and Norwest Bank Minnesota, N.A., as
escrow agent. (This Exhibit can be found as Exhibit 10.46.5 to the Form
10, and is incorporated herein by reference.)
</TABLE>
<PAGE> 1
Exhibit B
October 3, 1994
The Clayton & Dubilier Private Equity
Fund IV Limited Partnership
270 Greenwich Avenue
Greenwich, Connecticut 06830
Attention: Alberto Cribiore
Stockholder Agreement Modification
Ladies and Gentlemen:
Reference is hereby made to the Stockholder Agreement, dated
as of July 13, 1994 (as such agreement may be amended, supplemented, waived or
otherwise modified from time to time, the "Stockholder Agreement"), between The
Clayton & Dubilier Private Equity Fund IV Limited Partnership and Tyco
International Ltd. ("Tyco").
In accordance with Section 11 of the Stockholder Agreement,
Tyco hereby agrees that Section 3 of the Stockholder Agreement is hereby
amended as follows:
1. Section 3(a)(iii) is hereby amended and restated in
its entirety to read as follows:
"iii. The Holder may only distribute Company Common Stock and
Parent Shares, and Warrants and Reallocation Certificates (as such
terms are defined in Section 5), to its Partner Transferees in
accordance with the Holder's partnership agreement as in effect on the
date hereof or as from time to time in effect after the Publication
Time (as hereinafter defined); provided, however, that each such
Partner Transferee shall not engage in any Sale (other than to an
affiliate of such Partner Transferee, which affiliate shall be bound
hereby to the same extent as such Partner Transferee) of Company
Common Stock, Warrants, Reallocation Certificates, Company Common
Stock issued upon exercise of any Warrants or Reallocation
Certificates, Parent Shares received by the Holder or
<PAGE> 2
such Partner Transferee in the Merger or Parent Shares issued upon
exercise of the Warrants or Reallocation Certificates, prior to the
earlier to occur of the Publication Time or the Termination Date;
provided, further, that the foregoing restrictions upon Sales by
Partner Transferees of Company Common Stock or Parent Shares shall
apply only to Company Common Stock or Parent Shares obtained by a
Partner Transferee (x) from the Holder, (y) upon exercise of Warrants
or Reallocation Certificates distributed to a Partner Transferee by
the Holder or (z) in the Merger in exchange for Company Common Stock
obtained by a Partner Transferee from the Holder or upon exercise of
Warrants or Reallocation Certificates distributed to a Partner
Transferee by the Holder."
2. The first sentence of Section 3(a)(iv) is hereby
amended and restated in its entirety to read as follows:
"iv. It shall be a condition of any distribution to a Partner
Transferee that, prior to or concurrently with such distribution, the
Holder shall inform such Partner Transferee that it shall be bound by
all terms and provisions of this Section 3(a) applicable to a Partner
Transferee, including that it will be subject to the stop transfer
instructions and legend requirements referred to in the following
sentence."
Except as expressly amended hereby, all of the terms and
provisions of the Stockholder Agreement are and shall remain in full force and
effect.
If you are in agreement with the foregoing, please indicate
your acceptance thereof by signing in the appropriate space below and returning
an executed copy of this letter agreement to Tyco.
Very truly yours,
TYCO INTERNATIONAL LTD.
By: /s/ Irving Gutin
--------------------------
Name: Irving Gutin
Title: Senior Vice President
2
<PAGE> 3
Accepted and agreed as of
the date first above written:
THE CLAYTON & DUBILIER PRIVATE
EQUITY FUND IV LIMITED PARTNERSHIP
By: CLAYTON & DUBILIER ASSOCIATES
IV LIMITED PARTNERSHIP,
General Partner
By: /s/ Joseph L. Rice, III
--------------------------
Name: Joseph L. Rice, III
Title: a General Partner
3
<PAGE> 1
Exhibit D
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of July 11, 1994 (this "Amendment"),
to the Registration Rights Agreement, dated as of July 7, 1992 (as amended by
this Amendment, the "Registration Rights Agreement"), among Kendall
International, Inc., a Delaware corporation formerly named CDK Holding
Corporation (the "Company"), and The Clayton & Dubilier Private Equity Fund IV
Limited Partnership, a partnership organized under the laws of Connecticut,
Joseph Littlejohn & Levy Fund, L.P., a partnership organized under the laws of
Delaware, Mutual Series Fund Inc., FIMA Finance Management Inc., Leeway & Co.,
Richard A. Gilleland and Carrie Gilleland, and The Clayton & Dubilier Private
Equity Fund III Limited Partnership, a partnership organized under the laws of
Connecticut.
WHEREAS, one or more of the parties to or beneficiaries of the
Registration Rights Agreement that are partnerships may distribute Warrants
and/or Reallocation Certificates (as each such term is defined in the
Registration Rights Agreement) held by them to their respective partners; and
WHEREAS, the parties to the Registration Rights Agreement
desire to extend the rights and obligations under the Registration Rights
Agreement to such partners with respect to the Warrants, Common Stock issuable
upon exercise of Warrants and Common Stock issuable upon exercise of
Reallocation Certificates that may be held by such partners;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Unless otherwise defined in this
Amendment, terms used herein that are defined in the Registration Rights
Agreement are so used as so defined.
SECTION 2. Amendments to the Registration Rights Agreement.
The Registration Rights Agreement is hereby amended as follows:
The definition of "Permitted Transferee" in Section 1.1 of the
Registration Rights Agreement is hereby
<PAGE> 2
amended by deleting the word "or" preceding clause (vi) of such definition,
inserting the words "or (vii) with respect to Warrants, Reallocation
Certificates or shares of Common Stock issuable upon exercise of Warrants or
Reallocation Certificates, the partners of a partnership that is such Person;"
after the semi-colon following clause (vi) thereof and deleting the words
"clauses (i) through (vi)" in the final proviso to such definition and
inserting in lieu thereof the words "clauses (i) through (vii)".
SECTION 3. Effectiveness of Amendment. This Amendment shall
become effective as of the date hereof upon the execution of a counterpart of
this Amendment by the Holders of not less than 95% of the Common Stock
constituting Registrable Securities and the Holders of a majority of Warrants.
SECTION 4. Continuing Effect of the Registration Rights
Agreement. This Amendment shall not constitute an amendment or waiver of any
provision of the Registration Rights Agreement except solely to the extent
expressly stated herein. Except as expressly amended hereby, the provisions of
the Registration Rights Agreement are and shall remain in full force and
effect.
SECTION 5. Miscellaneous. This Amendment may be executed in
any number of counterparts by the parties hereto, each of which counterparts
when so executed shall be an original, but all counterparts taken together
shall constitute one and the same instrument. The descriptive headings of the
several Sections of this Amendment are inserted for convenience only and do not
constitute a part of this Amendment. The Registration Rights Agreement as
amended hereby contains the entire understanding of the parties thereto and
hereto in respect of the subject matter contained therein and herein and the
transactions contemplated thereby and hereby. There are no restrictions,
agreements, promises, representations, warranties, covenants or undertakings
with respect to the subject matter thereof or hereof, other than those
expressly set forth or referred to therein or herein. The Registration Rights
Agreement as amended hereby supersedes all prior agreements and understandings
between the parties thereto and hereto with respect to the subject matter
thereof and hereof. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE
2
<PAGE> 3
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO APPLICABLE
PRINCIPLES OF CONFLICT OF LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly authorized
officers or representatives as of the date first above written.
JOSEPH LITTLEJOHN & LEVY
FUND, L.P.
By: JLL ASSOCIATES LP.,
General Partner
By: /s/ Paul S. Levy
------------------------
Name: Paul S. Levy
Title: General Partner
THE CLAYTON & DUBILIER PRIVATE
EQUITY FUND IV LIMITED
PARTNERSHIP
By: CLAYTON & DUBILIER ASSOCIATES
IV LIMITED PARTNERSHIP,
General Partner
By: /s/ Joseph L. Rice, III
------------------------
Name: Joseph L. Rice, III
Title: General Partner
FIMA FINANCE MANAGEMENT INC.
By: /s/ Richard S. Borosoff
------------------------
Name: Richard S. Borosoff
Title: Attorney-in-Fact
3
<PAGE> 4
LEEWAY & CO.
By: STATE STREET BANK AND TRUST
COMPANY
By:
------------------------
Name:
Title:
MUTUAL SERIES FUND INC.
By: /s/ E.N. Cohernour
------------------------
Name: E.N. Cohernour
Title: General Counsel &
Secretary
RICHARD A. GILLELAND
-----------------------------
CARRIE GILLELAND
-----------------------------
THE CLAYTON & DUBILIER PRIVATE
EQUITY FUND III LIMITED
PARTNERSHIP
By: CLAYTON & DUBILIER ASSOCIATES
III, LIMITED PARTNERSHIP,
General Partner
By: /s/ Joseph L. Rice, III
------------------------
Name: Joseph L. Rice, III
Title: General Partner
4
<PAGE> 5
ACKNOWLEDGMENT BY THE COMPANY
The undersigned hereby acknowledges the foregoing Amendment
No. 1 to the Registration Rights Agreement and agrees that it shall be bound by
the Registration Rights Agreement as so amended.
KENDALL INTERNATIONAL, INC.
By: /s/ Richard A. Gilleland
-------------------------
Name: Richard A. Gilleland
Title: Chairman, President and
Chief Executive Officer
5
<PAGE> 1
Exhibit E
ASSUMPTION AGREEMENT
This ASSUMPTION AGREEMENT, dated October 19, 1994, by Tyco
International Ltd., a Massachusetts corporation ("Tyco"), in favor of the
parties and beneficiaries to and under the Registration Rights Agreement
referred to below.
W I T N E S S E T H :
WHEREAS, Kendall International, Inc. (formerly named CDK
Holding Corporation), a Delaware corporation (the "Company"), is party to a
Registration Rights Agreement, dated as of July 7, 1992, as amended by
Amendment No. 1 thereto dated as of July 11, 1994 (as so amended, the
"Registration Rights Agreement"; capitalized terms used herein but not defined
herein are used as defined in the Registration Rights Agreement), among the
Company, The Clayton & Dubilier Private Equity Fund IV Limited Partnership
("Fund IV"), Joseph Littlejohn & Levy Fund, L.P. ("JLL Fund"), Mutual Series
Fund Inc., FIMA Finance Management Inc., Leeway & Co., Richard A. Gilleland,
Carrie Gilleland, and The Clayton & Dubilier Private Equity Fund III Limited
Partnership ("Fund III");
WHEREAS, Tyco is party to separate Stockholder Agreements,
each dated as of July 13, 1994, as amended by separate Stockholder Agreement
Modifications each dated as of October 3, 1994 (as so amended, collectively,
the "Stockholder Agreements"), between the Company and each of Fund IV, JLL
Fund and Fund III;
WHEREAS, concurrently with the execution and delivery of this
Assumption Agreement, T Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Tyco, is merging with and into the Company (such merger,
the "Merger"), and the Effective Time (as defined in the Stockholder
Agreements) of the Merger has occurred; and
WHEREAS, pursuant to the Stockholder Agreements, Tyco has
agreed to assume and agree to perform the obligations of the Company under the
Registration Rights Agreement;
<PAGE> 2
NOW, THEREFORE, Tyco hereby agrees as follows:
1. In accordance with Section 5 of each of the Stockholder
Agreements, for the benefit of each Holder and each other party to or
beneficiary under the Registration Rights Agreement, Tyco hereby expressly and
irrevocably assumes, confirms, and agrees to be bound by and to perform and
observe, the terms and provisions of the Registration Rights Agreement, and all
of the covenants, rights, promises, agreements, obligations and duties of the
Company under the Registration Rights Agreement, provided that Section 2.3(c)
of the Registration Rights Agreement is hereby assumed as modified to read as
follows:
"(c) If any registration of Registrable Securities shall be in
connection with an Underwritten Offering, the Company agrees, and will
use its reasonable efforts to cause other Persons (other than any
institutional investment manager subject to Section 13(f) of the
Exchange Act) holding 5% or more of the Common Stock and who are not
otherwise subject to "holdback" agreements that are at least as
favorable to the Holders as the provisions contained in this Section
2.3 to agree, not to effect any sale or distribution of any of its
equity securities or of any security convertible into or exchangeable
or exercisable for any equity security of the Company during the
period beginning seven days prior to the effective date of such
registration statement and ending on the earlier of (x) 180 days after
such effective date, and (y) 90 days after such effective date, if the
managing underwriter in such Underwritten Offering shall permit such
earlier sale or distribution as not materially adversely affecting the
offering, and the Holders participating in any such offering shall use
their reasonable efforts to obtain such permission from the managing
underwriter."
2. Tyco hereby confirms and agrees that (a) the Parent Shares
(as defined in the Stockholder Agreements) to be received by any Holder, in the
Merger or pursuant to any exercise of Warrants or Reallocation Certificates,
shall constitute Common Stock and Registrable Securities entitled to the
benefits of the Registration Rights Agreement, (b) the term "Requisite
Percentage of Common Stock" shall be construed to mean an amount of Parent
Shares (or other securities at any time constituting Common Stock) equivalent
to 12% of the amount of shares of common stock of the
2
<PAGE> 3
Company outstanding upon consummation of the Plan, and (c) clause (iii) of
Section 2.1(d) of the Registration Rights Agreement shall be construed to
refer to Warrants constituting Registrable Securities that represent the right
to acquire upon exercise an amount of Parent Shares (or other securities)
equivalent to less than 3% of the amount of shares of common stock of the
Company outstanding upon consummation of the Plan. For purposes of the
preceding sentence, (i) as of the Effective Time, the amount of Parent Shares
that is equivalent to a given amount of shares of common stock of the Company
shall be deemed to be the amount of Parent Shares that a holder of such shares
of common stock of the Company would be entitled to receive pursuant to the
Merger and (ii) after the Effective Time, the equivalency of an amount of
Parent Shares (or other securities at any time constituting Common Stock) shall
be determined after also taking into account, in a manner analogous to the
provisions of clause (i) hereof, any relevant transactions that may have
occurred since the Effective Time in respect of Common Stock (including,
without limitation, any stock split or combination, merger, consolidation,
reclassification, recapitalization or reorganization), subject to the
provisions of Section 2.6 of the Registration Rights Agreement.
3. Tyco hereby confirms and agrees that, with respect to
Section 2.1(g) of the Registration Rights Agreement, if a requested
registration pursuant to Section 2.1 of the Registration Rights Agreement
involves an Underwritten Offering in which Fund IV and/or JLL Fund is
participating, Fund IV and JLL Fund together (or, if only one of them is
participating in such offering, the fund so participating) shall have the right
to select a nationally recognized investment banker (or investment bankers)
reasonably acceptable to Tyco that shall manage such offering.
4. For purposes of this Assumption Agreement, all references
to the "Company" in the Registration Rights Agreement shall also be deemed to
be references to Tyco.
5. This Assumption Agreement shall be binding upon Tyco, its
successors and assigns, and shall inure to the benefit of the parties to and
other beneficiaries under the Registration Rights Agreement and their
respective successors and assigns. This Assumption Agreement shall be
effective immediately upon its execution and delivery by Tyco. This Assumption
Agreement cannot be amended,
3
<PAGE> 4
modified, waived or supplemented except by a written instrument signed by each
of Fund IV, JLL Fund and Fund III, and (except in the case of a waiver) by
Tyco. Tyco hereby acknowledges and agrees that irreparable harm would occur
in the event that any of the terms or provisions of this Assumption Agreement
were not performed in accordance with its specific terms or were otherwise
breached, and that accordingly each of Fund IV, JLL Fund, Fund III and each
other Holder shall be entitled to an injunction or injunctions to prevent
breaches of this Assumption Agreement and to enforce specifically the terms
and provisions of this Assumption Agreement in any court of the United States
or any state thereof having jurisdiction, this being in addition to any other
remedy to which they are entitled at law or in equity.
6. THIS ASSUMPTION AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
Tyco hereby irrevocably submits to the jurisdiction of any New York State or
Federal court sitting in the City of New York in any action or proceeding
arising out of or related to this Assumption Agreement or the Registration
Rights Agreement, and hereby irrevocably agrees that all claims in respect of
such action or proceeding may be heard and determined in such State or Federal
court. Tyco hereby irrevocably consents to the service of process, which may
be served in any such action or proceeding by certified mail, return receipt
requested, by delivering a copy of such process to Tyco at its address
specified in Section 9 of the Stockholder Agreements, or by any other method
permitted by law.
4
<PAGE> 5
IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed by its duly authorized officer on the date
hereof.
TYCO INTERNATIONAL LTD.
By: /s/ Irving Gutin
-------------------------
Name: Irving Gutin
Title: Senior Vice
President
[Seal]
5
