SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TYCO INTERNATIONAL LTD.
(Name of Issuer)
COMMON STOCK
(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
January 24, 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 3,770,494 (See item 4)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH ________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 3,747,605 (See item 4)
(10) SHARED DISPOSITIVE POWER
22,889 (See item 4)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,770,494 (See item 4)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5%
(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 3,770,494 (See item 4)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH _________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 3,747,605 (See item 4)
(10) SHARED DISPOSITIVE POWER
22,889 (See item 4)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,770,494 (See item 4)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5%
(14) TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 902120 10
PETER A. JOSEPH ###-##-####
(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
UNITED STATES
(7) SOLE VOTING POWER
NUMBER OF
SHARES 3,770,494 (See item 4)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH _________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 3,747,605 (See item 4)
(10) SHARED DISPOSITIVE POWER
22,889 (See item 4)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,770,494 (See item 4)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5%
(14) TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 902120 10
ANGUS C. LITTLEJOHN ###-##-####
(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
UNITED STATES
(7) SOLE VOTING POWER
NUMBER OF
SHARES 3,770,494 (See item 4)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH _________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 3,747,605 (See item 4)
(10) SHARED DISPOSITIVE POWER
22,889 (See item 4)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,770,494 (See item 4)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5%
(14) TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 902120 10
PAUL S. LEVY ###-##-####
(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
UNITED STATES
(7) SOLE VOTING POWER
NUMBER OF
SHARES 3,770,494 (See item 4)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH _________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 3,747,605 (See item 4)
(10) SHARED DISPOSITIVE POWER
22,889 (See item 4)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,770,494 (See item 4)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5%
(14) TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 902120 10
YVONNE V. CLIFF ###-##-####
(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
UNITED STATES
(7) SOLE VOTING POWER
NUMBER OF
SHARES 3,770,494 (See item 4)
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH _________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 3,747,605 (See item 4)
(10) SHARED DISPOSITIVE POWER
22,889 (See item 4)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,770,494 (See item 4)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5%
(14) TYPE OF REPORTING PERSON*
IN
This statement is Amendment No. 1 of the Statement on Schedule 13D
filed electronically with the Securities and Exchange Commission (the
"Commission") on November 5, 1994 (the "Schedule 13D"), by Joseph
Littlejohn & Levy Fund, L.P., JLL Associates, L.P., Peter A. Joseph.
Angus C. Littlejohn, Jr., Paul S. Levy and Yvonne Cliff. 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:
In accordance with the terms of the Registration Rights
Agreement, the Company has proposed to register shares of Company
Common Stock owned by certain of its shareholders, including the Fund.
Pursuant to such registration, the Fund presently intends to register
and sell, in an underwritten public offering, approximately 3,222,605
shares of Company Common Stock owned by it. Upon the consummation of
such sale, the Fund will own less than 1% of the outstanding Company
Common Stock.
Subject to applicable law, the terms of the Shareholder
Agreement, and the terms of the Registration Rights Agreement, the Fund
may determine not to sell such shares of Company Common Stock and, in
addition, the Fund and each other Reporting Person may, individually or
jointly, acquire or sell shares of Company Common Stock which may be
owned by them from time to time, depending on their evaluation of the
Company's business, prospects and financial condition, the market for
the shares, other opportunities available to the Reporting Persons,
general economic conditions, money and stock market conditions and
other future developments.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
The number of Company Escrowed Shares has decreased by 997
since the filing of the Schedule 13D on November 5, 1994 as a result of
the exercise of Equity Reallocation Rights held by third parties. As
such, the JLL Shares, plus the Company Escrowed Shares, currently
constitute 5% of the outstanding shares of Company 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: January 31, 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: January 31, 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: January 31, 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: January 31, 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: January 31, 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: January 31, 1995
/s/ Angus C. Littlejohn, Jr.
Angus C. Littlejohn, Jr.
