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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to Schedule 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
The Earth Technology Corporation (USA)
(Name of Subject Company)
Tyco International Ltd.
T1 Acquisition Corp.
(Bidders)
Common Stock, par value $.10 per share
(Title of class of securities)
270315-10-4
(CUSIP number of class of securities)
Mark H. Swartz, Vice President-
Chief Financial Officer
Tyco International Ltd.
One Tyco Park
Exeter, New Hampshire 03833
(603) 778-9700
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of Bidders)
with a copy to:
Joshua M. Berman, Esq.
Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
Telephone: (212) 715-9100
Page 1 of 6 pages
Exhibit Index is located on page 5
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T1 Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly-owned subsidiary of Tyco International Ltd., a Massachusetts corporation
("Tyco"), and Tyco hereby amend their Tender Offer Statement on Schedule 14D-1
dated December 13, 1995 (the "Schedule 14D-1"), relating to the Purchaser's
offer to purchase all the outstanding shares of Common Stock, par value $.10 per
share (the "Shares"), of The Earth Technology Corporation (USA), a Delaware
corporation (the "Company"). Unless otherwise defined herein, capitalized terms
used herein shall have the meanings set forth in the Schedule 14D- 1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended to add the following:
"(f) The Offer of the Purchaser to purchase all outstanding Shares of
the Company expired at 12:00 midnight, New York City time, on Friday, January
12, 1996. The tendered Shares were accepted by the Purchaser for payment,
subject to the terms of the Offer. Tyco issued a press release on January 15,
1996, in which it disclosed that the Depositary had informed it that an
aggregate of 8,088,059 Shares, representing approximately 92.6% of all the
outstanding Shares (including Shares subject to guaranteed delivery procedures),
were tendered and not withdrawn prior to the Expiration Date."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press release, issued January 16, 1996.
2
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SIGNATURE
After due 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.
Dated: January 16, 1996
T1 ACQUISITION CORP.
By: /s/ M. Brian Moroze
Name: M. Brian Moroze
Title: Vice President and Secretary
3
<PAGE>
SIGNATURE
After due 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.
Dated: January 16, 1996
TYCO INTERNATIONAL LTD.
By: /s/ Barbara S. Miller
Name: Barbara S. Miller
Title: Treasurer
4
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
(a)(10) Press release issued on January 16, 1996. 6
5
<PAGE>
Exhhibit (a)(10)
[TYCO INTERNATIONAL LTD LETTERHEAD
[LOGO]
FOR IMMEDIATE RELEASE CONTACT:
David P. Brownell
Vice President
(603) 778-9700
TYCO INTERNATIONAL COMPLETES TENDER OFFER FOR THE
EARTH TECHNOLOGY CORPORATION (USA)
Exeter, New Hampshire, January 15, 1996 -- Tyco International Ltd.
(NYSE-TYC) announced today that the $8 per share cash tender offer for all
outstanding common shares of The Earth Technology Corporation (USA) (OTC-ETCO)
("Earth Tech") expired by its terms at 12:00 midnight, New York City time, on
January 12, 1996.
According to 1st Interstate Bank of California, the depositary,
8,088,059 common shares, representing approximately 92.6% of the outstanding
common shares of Earth Tech, were tendered by shareholders (including shares
subject to guaranteed delivery) prior to the offer's expiration.
Tyco is a worldwide manufacturer with strong leadership positions in
disposable medical products, packaging materials, flow control products,
electrical and electronic components and is the world's largest manufacturer and
installer of fire protection systems. The Company operates in more than 50
countries around the world and has revenues in excess of $4.5 billion.
xxx
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