SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Tyco International Ltd.
(Name of Issuer)
Common Stock, par value $.50 per share
(Title of Class and Securities)
902120 10
(CUSIP Number of Class of Securities)
Paul S. Levy
Joseph Littlejohn & Levy
450 Lexington Avenue - Suite 3350
New York, New York 10017
212-286-8600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
J. Gregory Milmoe, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
212-735-3000
March 2, 1995
(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. 902120 10
Joseph Littlejohn & Levy Fund, L.P. E.I.N. 13-3599396
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
_________________________________________________________________
(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
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES 8,611 (See item 5)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 1,403 (See item 5)
(10) SHARED DISPOSITIVE POWER
7,208 (See item 5)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,611 (See item 5)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than 1%
(14) TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 902120 10
JLL Associates, L.P. E.I.N. 13-3599395
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
_________________________________________________________________
(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
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES 8,611 (See item 5)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 1,403 (See item 5)
(10) SHARED DISPOSITIVE POWER
7,208 (See item 5)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,611 (See item 5)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than 1%
(14) TYPE OF REPORTING PERSON*
PN
Item 1. Identity and Issuer
This Amendment No. 2 to Schedule 13D relates to shares of common
stock par value $.50 per share ("Common Stock") of Tyco International
Ltd., a Massachusetts Corporation (the "Company"). The principal
executive office of the Company is located at One Tyco Park, Exeter,
New Hampshire 03833.
Item 2. Identity and Background
This Amendment No. 2 to Schedule 13D is being filed on behalf of
the Fund, JLL Associates, Peter A. Joseph, Angus C. Littlejohn, Jr.,
Paul S. Levy and Yvonne V. Cliff (the "Reporting Persons"). Unless
otherwise defined herein, all initially capitalized terms used herein
shall have the meanings attributed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended as follows:
On March 2, 1995, the Fund sold, in connection with a public
offering (the "Offering") made pursuant to a registration statement (the
"Registration Statement") on Form S-3 (No. 33-57509) filed by the Company
with the Securities and Exchange Commission, 2,804,560 shares of Common
Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
Following the Offering, the Fund was the beneficial owner of 7,208
Company Escrowed Shares and 1,403 shares of Common Stock, based upon
information furnished to the Fund by the Escrow Agent. The number of
Company Escrowed Shares has decreased by 15,681 since the filing of
Amendment No. 1 to the Schedule 13D on January 31, 1995 as a result of
the Offering and the exercise of Equity Reallocation Rights held by
third parties.
The price to the public of all shares of Common Stock sold pursuant
to the Registration Statement was $50.625 per share. The price per share
net of underwriting discounts and commissions was $49.105 per share.
Following the Offering on March 2, 1995, the Fund and each of the other
Reporting Persons ceased to beneficially own more than 5% of the outstanding
shares of Common Stock.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: March 14, 1995
JOSEPH LITTLEJOHN & LEVY
FUND, L.P.
By: JLL ASSOCIATES, L.P.
General Partner
By: /s/ Paul S. Levy
__________________________
Paul S. Levy
General Partner
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: March 14, 1995
JLL ASSOCIATES, L.P.
By: /s/ Paul S. Levy
___________________________
Paul S. Levy
General Partner
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: March 14, 1995
/s/ Paul S. Levy
_____________________________
Paul S. Levy
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: March 14, 1995
/s/ Yvonne V. Cliff
_______________________________
Yvonne V. Cliff
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: March 14, 1995
/s/ Peter A. Joseph
______________________________
Peter A. Joseph
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: March 14, 1995
/s/ Angus C. Littlejohn, Jr.
_________________________________
Angus C. Littlejohn, Jr.
