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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to Schedule 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
ElectroStar, Inc.
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(Name of Subject Company)
Tyco International Ltd.
T3 Acquisition Corp.
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(Bidders)
Common Stock, par value $.01 per share
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(Title of class of securities)
286164108
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(CUSIP number of class of securities)
Mark H. Swartz, Vice President
Tyco International Ltd.
One Tyco Park
Exeter, New Hampshire 03833
(603) 778-9700
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(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,
& Frankel
919 Third Avenue
New York, New York 10022
Telephone: (212) 715-9100
Page 1 of 4 pages
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T3 Acquisition Corp., a Florida 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 5, 1996 (the "Schedule 14D-1"), relating to the Purchaser's offer
to purchase all the outstanding shares of Common Stock, par value $.01 per share
(the "Shares"), of ElectroStar, Inc., a Florida 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:
Notwithstanding anything to the contrary set forth in the Offer to
Purchase, in response to any condition to the Offer not being satisfied, the
Purchaser may not upon expiration of the Offer (and without extending the period
of time for which the Offer is open) delay acceptance for payment or payment for
Shares until such time as such condition is satisfied or waived; provided that,
subject to the applicable regulations of the Securities and Exchange Commission,
the Purchaser reserves the right, in its sole discretion (but subject to the
terms of the Merger Agreement), at any time and from time to time, to delay
acceptance for payment of, or, regardless of whether such Shares were
theretofore accepted for payment, pay for, any Shares in order to comply with
any applicable law, including regulatory approvals, if any.
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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: December 24, 1996
T3 ACQUISITION CORP.
By: /s/ Mark H. Swartz
Name: Mark H. Swartz
Title: President
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<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: December 24, 1996
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
Name: Mark H. Swartz
Title: Vice President
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