<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1997
FILE NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2297459
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
</TABLE>
--------------------------
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(603) 778-9700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------------
MARK H. SWARTZ
VICE PRESIDENT
TYCO INTERNATIONAL LTD.
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(603) 778-9700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
COPIES TO:
JOSHUA M. BERMAN, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities (2).........................
Common Stock, par value $0.50 per share
(3).......................................
Total....................................... U.S.$900,000,000(4) 100% U.S.$900,000,000(4) $U.S.272,728(5)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and
exclusive of accrued interest, if any.
<PAGE>
(2) Subject to note (4) below, there are being registered hereunder an
indeterminate principal amount of Debt Securities. If any Debt Securities
are being issued at an original issue discount, then the offering price
shall be in such greater principal amount as shall result in an aggregate
initial offering price not to exceed U.S.$900,000,000, less the dollar
amount of any securities previously issued hereunder.
(3) Subject to note (4) below, there are being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from time to
time, by the Registrant.
(4) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
U.S.$900,000,000, or its equivalent if some or all of the Debt Securities
are denominated in one or more foreign currencies, foreign currency units or
composite currencies. Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder.
(5) The amount of registration fee, calculated in accordance with Section 6(b)
of the Securities Act of 1933, as amended, and Rule 457(o) promulgated
thereunder, is 1/33 of 1 per centum of the maximum aggregate offering price
at which the securities registered pursuant to this Registration Statement
are proposed to be offered.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED JANUARY 30 , 1997
$900,000,000
------------------
TYCO INTERNATIONAL LTD.
---------------
DEBT SECURITIES
COMMON STOCK
---------------------
Tyco International Ltd. (the "Company" or "Tyco") may offer from time to
time (i) unsecured debt securities ("Debt Securities") consisting of debentures,
notes and/or other evidences of unsecured indebtedness in one or more series, or
(ii) shares of common stock, par value $0.50 per share ("Common Stock") (the
Debt Securities and Common Stock are collectively referred to as "Securities"),
or any combination of the foregoing, at an aggregate initial offering price not
to exceed U.S.$900,000,000, or its equivalent if some or all of the Debt
Securities are denominated in one or more foreign currencies, at prices and on
terms to be determined at or prior to the time of sale in light of market
conditions at the time of sale.
Specific terms of the particular Securities in respect of which this
Prospectus is being delivered will be set forth in one or more accompanying
Prospectus Supplements (each a "Prospectus Supplement"), together with the terms
of the offering of the Securities and the initial price and the net proceeds to
the Company from the sale thereof. The Prospectus Supplement will set forth with
regard to the particular Securities, without limitation, the following: (i) in
the case of Debt Securities, the specific designation, aggregate principal
amount, ranking as senior debt or subordinated debt, authorized denomination,
maturity, rate or method of calculation of interest and dates for payment
thereof, any exchangeability, conversion, redemption, prepayment or sinking fund
provisions, the currency or currencies or currency unit or currency units in
which principal, premium, if any, or interest, if any, is payable, any
modification of the covenants and any other specific terms thereof; and (ii) in
the case of Common Stock, the number of shares of Common Stock and the terms of
the offering and sale thereof. The amounts payable by the Company in respect of
Debt Securities may be calculated by reference to the value, rate or price of
one or more specified commodities, currencies or indices as set forth in the
Prospectus Supplement. The Prospectus Supplement will also contain information,
where applicable, about certain United States federal income tax considerations
relating to the Securities covered by the Prospectus Supplement.
The Company may sell Securities offered hereby to or through underwriters or
dealers, and also may sell Securities directly to other purchasers or through
agents. The Prospectus Supplement will also set forth the names of the
underwriters, dealers and agents involved in the sale of the Securities offered
hereby, the principal amounts, if any, to be purchased by the underwriters or
agents and the compensation, if any, of such underwriters or agents and any
applicable commissions or discounts. The net proceeds to the Company from the
sale of the Securities offered hereby will also be set forth in the Prospectus
Supplement.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is , 1997.
<PAGE>
No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Prospectus or
the accompanying Prospectus Supplement and, if given or made, such information
or representation must not be relied upon as having been authorized by the
Company or any underwriter, dealer or agent. Neither the delivery of this
Prospectus or the accompanying Prospectus Supplement nor any sale made hereunder
or thereunder shall, under any circumstances, create an implication that the
information contained herein or in the accompanying Prospectus Supplement is
correct as of any date subsequent to the date hereof or thereof or that there
has been no change in the affairs of the Company since the date hereof or
thereof. Neither this Prospectus nor the accompanying Prospectus Supplement
constitutes an offer to sell or a solicitation of an offer to buy Securities in
any jurisdiction in which such offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so or
to any person to whom it is unlawful to make such offer or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), all of which may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Chicago
Regional Office, Suite 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661; and New York Regional Office, Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. The
Commission maintains a site on the World Wide Web, and the reports, proxy
statements and other information filed by the Company with the Commission may be
accessed electronically on the Web at http://www.sec.gov. Such material can also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, where the Common Stock is listed.
This Prospectus constitutes part of a Registration Statement on Form S-3
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus omits certain of the information
contained in the Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the Securities. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in each instance,
where a copy of such document has been filed as an exhibit to the Registration
Statement or otherwise has been filed with the Commission, reference is made to
the copy of the applicable document so filed. Each such statement is qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus:
The Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1996.
The Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1996.
The Company's Current Report on Form 8-K dated October 29, 1996.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Securities made hereby shall
be deemed to be incorporated by reference into this Prospectus from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be
2
<PAGE>
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner of Securities, upon
the written or oral request of any such person, a copy of any and all of the
documents that have been or may be incorporated by reference herein other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Such requests should be directed to David
Brownell, Senior Vice President, Tyco International Ltd., One Tyco Park, Exeter,
New Hampshire 03833 (telephone: (603) 778-9700).
3
<PAGE>
THE COMPANY
Tyco International Ltd. ("Tyco" or the "Company"), through its divisions and
operating subsidiaries, engages in the manufacture and distribution of
disposable medical supplies and other specialty products, the design,
manufacture, installation and service of fire detection and suppression systems,
and the manufacture and distribution of flow control products and electrical and
electronic components. The Company, which operates in more than 50 countries
around the world, had sales of over $5 billion during its fiscal year ended June
30, 1996.
The Company's strategy is to be the low-cost, high-quality producer in every
business segment in which it competes. The Company has strong leadership
positions in each of its segments of its respective markets. The Company seeks
to increase its leadership positions in its domestic and international
businesses, develop new markets and acquire additional products/companies that
are designed to allow the Company to maximize its existing competitive
advantages and cost structure. The goal of this strategy is to create value for
the Company's shareholders by increasing the Company's earnings per share.
The Company is a Massachusetts corporation. Its executive offices are
located at One Tyco Park, Exeter, New Hampshire 03833, and its telephone number
is (603) 778-9700.
CURRENT DEVELOPMENTS
Tyco has recently announced results of operations for the six month period
ended December 31, 1996. Net income increased 28% to $174.4 million or $1.12 per
share for the first six months of fiscal 1997, compared to $136.4 million or
$0.89 per share for the first six months of fiscal 1996. Sales increased 26% to
$3.1 billion in the first six months of fiscal 1997 compared to $2.5 billion in
the first six months of fiscal 1996. Results for the first six months of fiscal
1997 included, among other acquisitions, the operations of Carlisle Plastics,
Inc., acquired by the Company's Disposable and Specialty Products group in
September 1996, and Thorn Security Group Limited, acquired by the Company's Fire
and Safety Services group in July 1996.
The Company reviews acquisition opportunities in the ordinary course of its
business, some of which may be material and some of which are currently under
investigation, discussion or negotiation.
USE OF PROCEEDS
Except as otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Securities to
refinance, in part, existing indebtedness, to finance, in part, the cost of
acquisitions and for general corporate purposes. Funds not required immediately
for such purposes may be invested temporarily in short-term marketable
securities.
4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for the five years in the period ended June 30, 1996 and for the
three-month period ended September 30, 1996:
<TABLE>
<CAPTION>
THREE MONTHS FISCAL YEAR
ENDED ENDED JUNE 30,
SEPTEMBER 30, -------------------------------
1996 1996 1995 1994
----------------- --------- --------- ---------
<S> <C> <C> <C> <C>
Ratio of earnings to fixed charges(1)(2)............................... 5.11 6.99 5.42 4.98
<CAPTION>
1993 1992
--------- ---------
<S> <C> <C>
Ratio of earnings to fixed charges(1)(2)............................... 2.68 2.78
</TABLE>
- ------------------------
(1) The merger of the Company with Kendall International, Inc. ("Kendall Inc.")
on October 19, 1994 (the "Merger") has been accounted for using the pooling
of interests basis of accounting. As such, the ratio of earnings to fixed
charges for the years ended June 30, 1995, 1994 and 1993 include the effect
of the Merger. Kendall Inc. undertook a financial restructuring as of June
30, 1992. As of that date, a new reporting entity was created with no
retained earnings or accumulated deficit. Accordingly, the ratio of earnings
to fixed charges for all periods prior to and including June 30, 1992
represents the Company's historical ratio.
(2) Earnings consist of pre-tax earnings from continuing operations before fixed
charges. Fixed charges consist of interest on indebtedness, amortization of
debt expenses and one-third of rent expense which is deemed representative
of an interest factor.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby will be issued under an Indenture dated
as of April 30, 1992, as amended (hereinafter referred to as the "Indenture"),
between the Company and First Trust of New York, National Association, as
successor to BankAmerica National Trust Company pursuant to the Certificate of
Transfer and Assignment of New York Appointments pursuant to Section 604-a of
the New York Banking Law, as Trustee (hereinafter referred to as the "Trustee").
The following statements are subject to the detailed provisions of the
Indenture, a copy of which is filed as an exhibit to the Registration Statement
and which is also available for inspection at the office of the Trustee. Section
references are to the Indenture. Wherever particular provisions of the Indenture
are referred to, such provisions are incorporated by reference as part of the
statements made and the statements are qualified in their entirety by such
reference.
GENERAL
The Indenture does not limit the aggregate principal amount of debt
securities which may be issued thereunder and provides that the debt securities
may be issued from time to time in one or more series. Except as otherwise
specified, references to Debt Securities in this section include, in addition to
the Debt Securities offered hereby, any other debt securities that have been or
in the future may be issued under the Indenture. As of the date of this
Prospectus, $200,000,000 principal amount of the Company's 9 1/2% Debentures due
2022, $50,000,000 principal amount of the Company's 8% Debentures due 2023,
$105,000,000 principal amount of the Company's 6 3/8% Notes due 2004,
$145,000,000 principal amount of the Company's 8 1/8% Notes due 1999 and
$300,000,000 principal amount of the Company's 6 1/2% Notes due 2001 have been
issued and are outstanding under the Indenture.
Debt Securities offered pursuant to this Prospectus will be direct,
unsecured and unsubordinated obligations of the Company and will rank equally
with any other unsecured and unsubordinated obligations of the Company for
borrowed money. Except as described under "Certain Covenants," the Indenture
does not limit other indebtedness or securities which may be incurred or issued
by the Company or any of its subsidiaries or contain financial or similar
restrictions on the Company or any of its subsidiaries. The
5
<PAGE>
Company's rights and the rights of its creditors, including holders of Debt
Securities, to participate in any distribution of assets of any subsidiary upon
the latter's liquidation or reorganization or otherwise are effectively
subordinated to the claims of the subsidiary's creditors, except to the extent
that the Company or any of its creditors may itself be a creditor of that
subsidiary.
A Prospectus Supplement will set forth where applicable the following terms
of and information relating to the Debt Securities offered pursuant to this
Prospectus: (i) the designation of the Debt Securities; (ii) the aggregate
principal amount of the Debt Securities; (iii) the date or dates on which
principal of, and premium, if any, on the Debt Securities is payable; (iv) the
rate or rates at which the Debt Securities shall bear interest, if any, or the
method by which such rate shall be determined, the date or dates from which
interest will accrue and on which such interest will be payable and the related
record dates; (v) if other than the offices of the Trustee, the place where the
principal of and any premium or interest on the Debt Securities will be payable;
(vi) any redemption, repayment or sinking fund provisions; (vii) if other than
denominations of $1,000 or multiples thereof, the denominations in which the
Debt Securities will be issuable; (viii) if other than the principal amount
thereof, the portion of the principal amount due upon acceleration; (ix) whether
the Debt Securities shall be issued in the form of a global security or
securities; (x) any other specific terms of the Debt Securities (which may, for
example, include the currency, and any index used to determine the amount, of
payment of principal of and any premium and interest on the Debt Securities);
and (xi) if other than the Trustee, the identity of any trustees, paying agents,
transfer agents or registrars with respect to the Debt Securities. (Section
2.3).
Debt Securities offered pursuant to this Prospectus will be issued either in
certificated, fully registered form, without coupons, or as global notes under a
book-entry system, as specified in the applicable Prospectus Supplement.
Unless otherwise specified in the applicable Prospectus Supplement,
principal and premium, if any, will be payable, and the Debt Securities offered
pursuant to this Prospectus will be transferable and exchangeable without any
service charge, at the office of the Trustee. However, the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with any such transfer or exchange. (Section 2.8).
Interest on any series of Debt Securities offered pursuant to this
Prospectus will be payable on the interest payment dates set forth in the
accompanying Prospectus Supplement to the persons in whose names the Debt
Securities are registered at the close of business on the related record date
and may be paid by checks mailed to such persons. (Sections 2.7 and 3.1).
If Debt Securities offered pursuant to this Prospectus are issued as
original issue discount securities (bearing no interest or interest at a rate
which at the time of issuance is below market rates) to be sold at more than a
de minimis discount below their stated principal amount, the federal income tax
consequences and other special considerations applicable to such original issue
discount securities will be as described in the Prospectus Supplement.
Unless otherwise described in the applicable Prospectus Supplement, there
are no covenants or provisions contained in the Indenture which afford the
holders of Debt Securities offered pursuant to this Prospectus protection in the
event of a highly leveraged transaction, reorganization, restructuring, merger
or similar transaction involving the Company. The consummation of any highly
leveraged transaction, reorganization, restructuring, merger or similar
transaction could cause a material decline in the credit quality of the
outstanding Debt Securities.
BOOK-ENTRY SYSTEM
If so specified in the applicable Prospectus Supplement, Debt Securities of
any series offered pursuant to this Prospectus may be issued under a book-entry
system in the form of one or more global securities ("Global Securities"). Each
Global Security will be deposited with, or on behalf of, a depositary, which,
6
<PAGE>
unless otherwise specified in the accompanying Prospectus Supplement, will be
The Depository Trust Company, New York, New York (the "Depositary"). The Global
Securities will be registered in the name of the Depositary or its nominee.
The Depositary has advised the Company as follows: The Depositary is a
limited purpose trust company organized under the laws of the State of New York,
a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of section 17A of the Exchange Act. The
Depositary was created to hold securities of persons who have accounts with the
Depositary ("participants") and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of certificates. The Depositary's
participants include securities brokers and dealers, banks, trust companies and
clearing corporations, and may include certain other organizations. Indirect
access to the Depositary's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Upon the issuance of a Global Security, the Depositary or its nominee will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of participants. The accounts to be credited will be designated by
the underwriters or agents, if any, or by the Company, if such Debt Securities
are offered and sold directly by the Company. Ownership of beneficial interests
in the Global Security will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial interests by
participants in the Global Security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee for such Global Security. Ownership of beneficial
interests in the Global Security by persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in a Global
Security.
So long as the Depositary or its nominee is the registered owner of a Global
Security, it will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in such Global Security will
not be entitled to have the Debt Securities represented thereby registered in
their names, will not receive or be entitled to receive physical delivery of
certificates representing the Debt Securities and will not be considered the
owners or holders thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities represented by a Global Security will be made to the Depositary or
its nominee, as the case may be, as the registered owner or the holder of the
Global Security. None of the Company, the Trustee, any paying agent or registrar
for such Debt Securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company has been advised by the Depositary that the Depositary will
credit participants' accounts with payments of principal, premium, if any, or
interest on the payment date thereof in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Security
as shown on the records of the Depositary. The Company expects that payments by
participants to owners of beneficial interests in the Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers registered in "street name," and will be the responsibility of such
participants.
7
<PAGE>
A Global Security may not be transferred except as a whole to a nominee or
successor of the Depositary. If the Depositary is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within ninety days, the Company will issue certificates in
registered form in exchange for the Global Security or securities representing
the Debt Securities. In addition, the Company may at any time and in its sole
discretion determine not to have Debt Securities of a series represented by a
Global Security and, in such event, will issue certificates in definitive form
in exchange for the Global Security representing such Debt Securities. (Section
2.12).
CERTAIN COVENANTS
LIMITATIONS ON LIENS. The Company covenants that, so long as any Debt
Securities remain outstanding (but subject to defeasance, as provided in the
Indenture), it will not, and will not permit any Restricted Subsidiary (as
defined below) to, issue, assume or guarantee any Indebtedness (as defined
below) which is secured by a mortgage, pledge, security interest, lien or
encumbrance (each a "lien") upon any Principal Property (as defined below), or
any shares of stock or Indebtedness issued by any Restricted Subsidiary, without
effectively providing that, for so long as such lien shall continue in existence
with respect to such secured Indebtedness, the Debt Securities (together with,
if the Company shall so determine, any other Indebtedness of the Company ranking
equally with the Debt Securities) shall be equally and ratably secured with (or
at the Company's option prior to) such secured Indebtedness, except that the
foregoing covenant shall not apply to (a) liens existing on the date of the
Indenture; (b) liens on the stock, assets or Indebtedness of a corporation
existing at the same time such corporation becomes a Restricted Subsidiary; (c)
liens on the assets or Indebtedness of a corporation existing at the time such
corporation is merged into the Company or a Subsidiary; (d) liens on any
Principal Property existing at the time of acquisition thereof, or to secure the
payment of the purchase price of such Principal Property, or to secure
Indebtedness incurred, assumed or guaranteed by the Company or a Restricted
Subsidiary for the purpose of financing all or any part of the purchase price of
such Principal Property or improvements or construction thereon, which
Indebtedness is incurred, assumed or guaranteed prior to, at the time of, or
within one year after such acquisition (or in the case of real property,
completion of such improvement or construction or commencement of full operation
of such property, whichever is later); (e) liens securing Indebtedness owing by
any Restricted Subsidiary to the Company or a Subsidiary; (f) liens in favor of
the United States or any State thereof or any other country, or political
subdivision thereof, to secure partial, progress, advance or other payments
pursuant to any contract, statute, rule or regulation or to secure any
Indebtedness incurred or guaranteed for the purpose of financing all or any part
of the purchase price (or, in the case of real property, the cost of
construction or improvement) of the Principal Property subject to such liens
(including but not limited to, liens incurred in connection with pollution
control, industrial revenue or similar financings); (g) pledges, liens or
deposits under worker's compensation or similar legislation, or in connection
with bids, tenders, contracts (other than for the payment of money) or leases to
which the Company or any Restricted Subsidiary is a party, or to secure the
public or statutory obligations of the Company or any Restricted Subsidiary, or
in connection with self-insurance, or to obtain the benefits of any law
pertaining to unemployment insurance, old age pensions, social security or
similar matters, or to secure surety, performance, appeal or customs bonds to
which the Company or any Restricted Subsidiary is a party, or in litigation or
other proceedings in connection with the matters heretofore referred to in this
clause(s), such as, but not limited to, interpleader proceedings, and other
similar pledges, liens or deposits made or incurred in the ordinary course of
business; (h) certain liens in connection with legal proceedings, including
certain liens arising out of judgments or awards, to the extent such proceedings
are being contested or appealed in good faith, or liens incurred for the purpose
of obtaining a stay or discharge in the course of any litigation or other
proceeding; (i) liens for certain taxes or assessments, landlord's liens and
liens and charges incidental to the conduct of the business of the Company or
any Restricted Subsidiary, or the ownership of their assets, which were not
incurred in connection with the borrowing of money and which do not, in the
opinion of the Board of Directors of the Company, materially impair the use of
such Principal Property in the operation of the business of the
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Company or such Restricted Subsidiary or the value of such Principal Property
for the purposes thereof; (j) liens to secure the Company's or any Restricted
Subsidiary's obligations under agreements with respect to spot, forward, future
and option transactions, entered into in the ordinary course of business; (k)
liens not permitted by the foregoing clauses (a) to (j), inclusive, if at the
time of, and after giving effect to, the creation or assumption of such lien,
the aggregate amount of all outstanding Indebtedness of the Company and its
Restricted Subsidiaries (without duplication) secured by all liens not so
permitted by the foregoing clauses (a) through (j), inclusive, together with the
Attributable Debt (as defined below) in respect of Sale and Lease-Back
Transactions (as defined below) permitted by paragraph (a) under "Limitation on
Sale and Lease-Back Transactions" below does not exceed the greater of
$100,000,000 and 10% of Consolidated Net Worth (as defined below); and (l) any
extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part, of any lien referred to in the foregoing
clauses (a) to (k), inclusive. (Section 3.9).
LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. The Company will not, and
will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back
Transaction with respect to a Principal Property unless (a) the Company or such
Restricted Subsidiary would, at the time of entering into a Sale and Lease-Back
Transaction, be entitled to incur Indebtedness secured by a lien on the
Principal Property to be leased in an amount at least equal to the Attributable
Debt in respect of such transaction, without equally and ratably securing the
Debt Securities pursuant to the provisions described under "Limitations on
Liens" above, or (b) the direct or indirect proceeds of the sale of the
Principal Property to be leased are at least equal to their fair value (as
determined by the Company's Board of Directors) and an amount equal to the net
proceeds is applied, within 180 days of the effective date of such transaction,
to the purchase or acquisition (or, in the case of real property, commencement
of the construction) of property or assets or to the retirement (other than at
maturity or pursuant to a mandatory sinking fund or mandatory redemption
provision) of Debt Securities, or of Funded Indebtedness (as defined below) of
the Company that ranks on a parity with the Debt Securities or of Funded
Indebtedness of a consolidated Subsidiary of the Company (subject to credits for
certain voluntary retirement of Funded Indebtedness and certain delivery of Debt
Securities to the Trustee for retirement and cancellation). (Section 3.10).
DEFINITIONS. "Attributable Debt" means in connection with a Sale and
Lease-Back Transaction, as of any particular time, the aggregate of present
values (discounted at a rate per annum equal to the average interest borne by
all outstanding Debt Securities determined on a weighted average basis and
compounded semi-annually) of the obligations of the Company or any Restricted
Subsidiary for net rental payments during the remaining term of the applicable
lease (including any period for which such lease has been extended or may, at
the option of the lessor, be extended). The term "net rental payments" under any
lease of any period shall mean the sum of the rental and other payments required
to be paid in such period by the lessee thereunder, not including, however, any
amounts required to be paid by such lessee (whether or not designated as rental
or additional rental) on account of maintenance and repairs, reconstruction,
insurance, taxes, assessments, water rates or similar charges required to be
paid by such lessee thereunder or any amounts required to be paid by such lessee
thereunder contingent upon the amount of sales, maintenance and repairs,
reconstruction, insurance, taxes, assessments, water rates or similar charges.
"CONSOLIDATED NET WORTH" means, at any date, the total assets less the total
liabilities, each as appearing on the most recently prepared consolidated
balance sheet of the Company and its subsidiaries as of the end of a fiscal
quarter of the Company, prepared in accordance with generally accepted
accounting principles.
"CONSOLIDATED TANGIBLE ASSETS" means, at any date, the total assets less all
intangible assets appearing on the most recently prepared consolidated balance
sheet of the Company and its subsidiaries as of the end of a fiscal quarter of
the Company, prepared in accordance with generally accepted accounting
principles. "Intangible Assets" means the value (net of any applicable
reserves), as shown on or reflected in such balance sheet of: (i) all trade
names, trademarks, licenses, patents, copyrights and goodwill; (ii)
organizational costs; and (iii) deferred charges (other than prepaid items such
as insurance, taxes,
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interest, commissions, rents and similar items and tangible assets being
amortized); but in no event shall the term "intangible assets" include product
development costs.
"FUNDED INDEBTEDNESS" means any Indebtedness maturing by its terms more than
one year from the date of the determination thereof, including any Indebtedness
renewable or extendible at the option of the obligor to a date later than one
year from the date of the determination thereof.
"INDEBTEDNESS" means, without duplication, the principal or face amount of
(i) all obligations for borrowed money, (ii) all obligations evidenced by
debentures, notes or other similar instruments, (iii) all obligations in respect
of letters of credit or bankers acceptances or similar instruments (or
reimbursement obligations with respect thereto), (iv) all obligations to pay the
deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business, (v) all obligations as lessee which
are capitalized in accordance with generally accepted accounting principles, and
(vi) all Indebtedness of others guaranteed by the Company or any of its
Subsidiaries or for which the Company or any of its Subsidiaries is legally
responsible or liable (whether by agreement to purchase indebtedness of, or to
supply funds or to invest in, others).
"PRINCIPAL PROPERTY" means (i) certain manufacturing, processing or assembly
plants and facilities, warehouse facilities and distribution facilities
specified in the Indenture and (ii) any manufacturing, processing or assembly
plant or facility or any warehouse or distribution facility which is located
within the United States and is used by the Company or any Subsidiary after the
date hereof, other than any such plants, facilities, warehouses or portions
thereof, which in the opinion of the Board of Directors, are not collectively of
material importance to the total business conducted by the Company and its
Restricted Subsidiaries as an entirety, or which, in each case, has a book
value, on the date of the acquisition or completion of the initial construction
thereof by the Company, of less than 1.5% of Consolidated Tangible Assets.
"RESTRICTED SUBSIDIARY" means any Subsidiary organized under the laws of the
United States or any State thereof or the District of Columbia (i) substantially
all of the property of which is located, or substantially all of the business of
which is carried on, within the United States and (ii) which owns or leases a
Principal Property.
"SALE AND LEASE-BACK TRANSACTION" means an arrangement with any person
providing for the leasing by the Company or a Restricted Subsidiary of any
Principal Property whereby such Principal Property has been or is to be sold or
transferred by the Company or a Restricted Subsidiary to such person; provided,
however, that the foregoing shall not apply to any such arrangement involving a
lease for a term, including renewal rights, for not more than three years.
"SUBSIDIARY" means any corporation of which at least a majority of the
outstanding securities having voting power under ordinary circumstances for the
election of the board of directors of said corporation shall at the time
directly or indirectly be owned or controlled by the Company or by one or more
Subsidiaries or by the Company and one or more Subsidiaries or by one or more
Subsidiaries. (Section 1.1).
MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE
The Indenture provides that the Company will not merge or consolidate with
any other corporation and will not sell, lease or convey all or substantially
all of its assets to any person, unless the Company shall be the continuing
corporation, or the successor corporation or person that acquires all or
substantially all of the assets of the Company shall be a corporation organized
under the laws of the United States or a State thereof or the District of
Columbia and shall expressly assume the payment of principal of, premium, if
any, and interest on the Debt Securities and the observance of all the covenants
and agreements under the Indenture to be performed or observed by the Company,
and immediately after such merger, consolidation, sale, lease or conveyance, the
Company, such person or such successor corporation shall not
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be in default in the performance of the covenants and agreements of the
Indenture to be performed or observed by the Company. Notwithstanding the
foregoing, the Company may engage in a transaction or series of related
transactions for the purpose of causing (w) the Company to become a direct or
indirect wholly-owned subsidiary of a corporation (the "Foreign Parent")
organized under a jurisdiction other than the United States or any State thereof
or the District of Columbia, (x) the public shareholders of the Company to
become shareholders of the Foreign Parent, (y) one or more Subsidiaries of the
Company organized under a jurisdiction other than the United States or any State
thereof or the District of Columbia (the "Foreign Subsidiaries") to cease to be
Subsidiaries of the Company and to become subsidiaries of the Foreign Parent,
and (z) intercompany debt of the Foreign Subsidiaries held by one or more
Subsidiaries of the Company to be held by the Foreign Parent or one or more of
its subsidiaries; provided, however, that (i) the Company shall remain
incorporated under the laws of the United States or a State thereof or the
District of Columbia, (ii) the Company shall remain the obligor on the Debt
Securities, (iii) the Consolidated Net Worth of the Company immediately after
giving effect to and solely as a result of the transaction or transactions
referred to in this sentence shall not be materially less than the Consolidated
Net Worth of the Company immediately prior to giving effect to such transaction
or transactions, and (iv) immediately following consummation of the transaction
or transactions referred to in this sentence the Company shall not be in default
in the performance of the covenants and agreements of the Indenture to be
performed or observed by the Company. (Section 8.1).
EVENTS OF DEFAULT
An Event of Default with respect to Debt Securities of any series issued
under the Indenture is defined in the Indenture as being: default for 30 days in
payment of any interest upon any Debt Securities of such series; default in any
payment of principal of or premium, if any, on any Debt Securities of such
series (including any sinking fund payment); default by the Company in
performance of any other of the covenants or agreements in respect of the Debt
Securities of such series or the Indenture which shall not have been remedied
for a period of 90 days after written notice to the Company by the Trustee or
the holders of at least 25% of the principal amount of all Debt Securities of
all affected series, specifying that such notice is a "Notice of Default" under
the Indenture; default by the Company in the payment at the final maturity
thereof, after the expiration of any applicable grace period, of principal of,
premium, if any, or interest on indebtedness for money borrowed (other than
Non-Recourse Indebtedness, as defined) in the principal amount then outstanding
of $25,000,000 or more, or acceleration of any indebtedness in such principal
amount so that it becomes due and payable prior to the date on which it would
otherwise have become due and payable and such acceleration is not rescinded
within ten business days after notice to the Company by the Trustee or the
holders of at least 25% of the principal amount of all of the Debt Securities at
the time outstanding (treated as one class); certain events involving
bankruptcy, insolvency or reorganization of the Company; or any other Event of
Default established for the Debt Securities of such series set forth in the
accompanying Prospectus Supplement. (Section 4.1). The Indenture provides that
the Trustee shall transmit notice of any uncured default under the Indenture
with respect to any series, within 90 days after the occurrence of such default,
to the holders of Debt Securities of each affected series, except that the
Trustee may withhold notice to the holders of any series of the Debt Securities
of any default (except in payment of principal of, premium, if any, or interest
on, such series of Debt Securities) if the Trustee considers it in the interest
of the holders of such series of Debt Securities to do so. (Section 4.11).
The Indenture provides that (a) if an Event of Default due to the default in
payment of principal of, premium, if any, or interest on, any series of Debt
Securities issued under the Indenture or due to the default in the performance
or breach of any other covenant or agreement of the Company applicable to the
Debt Securities of such series but not applicable to all outstanding Debt
Securities issued under the Indenture shall have occurred and be continuing,
either the Trustee or the holders of not less than 25% in principal amount of
the Debt Securities of each affected series issued under the Indenture and then
outstanding (each such series voting as a separate class) may declare the
principal of all Debt Securities of such affected series and interest accrued
thereon to be due and payable immediately; and (b) if an Event of
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Default due to a default in the performance of any other of the covenants or
agreements in the Indenture applicable to all outstanding Debt Securities issued
thereunder and then outstanding, or due to a default in payment at final
maturity upon or acceleration of indebtedness for money borrowed in the
principal amount then outstanding of $25,000,000 or more, or to certain events
of bankruptcy, insolvency and reorganization of the Company shall have occurred
and be continuing, either the Trustee or the holders of not less than 25% in
principal amount of all Debt Securities issued under the Indenture and then
outstanding (treated as one class) may declare the principal of all such Debt
Securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal of, premium, if
any, or interest on such Debt Securities) by the holders of a majority in
principal amount of the Debt Securities of all such affected series then
outstanding (each such series voting as a separate class or all such Debt
Securities voting as a single class, as the case may be). (Sections 4.1 and
4.10).
The holders of a majority in principal amount of the Debt Securities of each
series then outstanding and affected (with each series voting as a separate
class) shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee with respect to the Debt
Securities of such series under the Indenture, subject to certain limitations
specified in the Indenture, provided that the holders of such Debt Securities
shall have offered to the Trustee reasonable indemnity against expenses and
liabilities. (Sections 4.9 and 5.2(d)).
The Indenture provides that no holder of Debt Securities of any series may
institute any action against the Company under the Indenture (except actions for
payment of overdue principal, premium, if any, or interest) unless such holder
previously shall have given to the Trustee written notice of default and
continuance thereof and unless the holders of not less than 25% in principal
amount of the Debt Securities of each affected series (with each series voting
as a separate class) issued under the Indenture and then outstanding shall have
requested the Trustee to institute such action and shall have offered the
Trustee reasonable indemnity, and the Trustee shall not have instituted such
action within 60 days of such request, and the Trustee shall not have received
direction inconsistent with such written request by the holders of a majority in
principal amount of the Debt Securities of each affected series (with each
series voting as a separate class) issued under such Indenture and then
outstanding. (Sections 4.6 and 4.7).
The Indenture requires the annual filing by the Company with the Trustee of
a written statement as to compliance with the covenants and agreements contained
in the Indenture. (Section 3.5).
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
The Company may discharge or defease its obligations under the Indenture as
set forth below.
Under terms satisfactory to the Trustee, the Company may discharge this
Indenture with respect to any series of Debt Securities issued under the
Indenture which have not already been delivered to the Trustee for cancellation
and which have either become due and payable or are by their terms due and
payable within one year (or which may be called for redemption within one year)
by irrevocably depositing with the Trustee cash or direct obligations of the
United States as trust funds in an amount certified to be sufficient to pay at
maturity (or upon redemption) the principal of, premium, if any, and interest on
such Debt Securities. However, the Company may not thereby avoid its duty to
register the transfer or exchange of such series of Debt Securities, to replace
any mutilated, destroyed, lost or stolen Debt Securities of such series or to
maintain an office or agency in respect of such series of Debt Securities.
(Section 9.1).
In the case of any series of Debt Securities in respect of which the exact
amounts of principal of and interest due on such series can be determined at the
time of making the deposit referred to below, the Company at its option at any
time may also (i) discharge any and all of its obligations to holders of such
series of Debt Securities issued under the Indenture ("defeasance"), but may not
thereby avoid its duty to register the transfer or exchange of such series of
Debt Securities, to replace any mutilated, destroyed, lost, or stolen Debt
Securities of such series or to maintain an office or agency in respect of such
series of Debt
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Securities or (ii) be released with respect to any outstanding series of Debt
Securities issued under the Indenture from the obligations imposed by the
covenants described under the captions "Covenants" and "Merger, Consolidation,
Sale, Lease, or Conveyance" above and omit to comply with such covenants without
creating an Event of Default ("covenant defeasance"). Defeasance or covenant
defeasance may be effected only if, among other things: (i) the Company
irrevocably deposits with the Trustee cash and/or direct obligations of the
United States, as trust funds in an amount certified by a nationally recognized
firm of independent public accountants to be sufficient to pay each installment
of principal of, premium, if any, and interest on all outstanding Debt
Securities of such series issued under the Indenture on the dates such
installments of principal, premium, if any, and interest are due; (ii) no
default or Event of Default shall have occurred and be continuing on the date of
the deposit referred to in clause (i) or, in respect of certain events of
bankruptcy, insolvency or reorganization, during the period ending on the 121st
day after the date of such deposit (or any longer applicable preference period);
and (iii) the Company delivers to the Trustee an opinion of counsel to the
effect that the holders of such series of Debt Securities will not recognize
income, gain or loss for United States federal income tax purpose as a result of
such defeasance or covenant defeasance and will be subject to United States
federal income tax on the same amounts and in the same manner and at the same
times as would have been the case if such defeasance or covenant defeasance had
not occurred (in the case of defeasance, such opinion must be based on a ruling
of the Internal Revenue Service or a change in United States federal income tax
law occurring after the date of the Indenture). (Sections 9.2, 9.3, 9.4 and
9.5).
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority of principal amount
of the Debt Securities at the time outstanding of all series affected (voting as
one class), to modify the Indenture or any supplemental indenture or the rights
of the holders of the Debt Securities, except that no such modification shall
(i) extend the final maturity of any of the Debt Securities or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof, or reduce
the amount of any original issue discount security payable upon acceleration or
provable in bankruptcy or impair or affect the right of any holder of the Debt
Securities to institute suit for the payment thereof without the consent of the
holder of each of the Debt Securities so affected or (ii) reduce the aforesaid
percentage in principal amount of Debt Securities, the consent of the holders of
which is required for any such modification, without the consent of the holders
of all Debt Securities then outstanding. (Section 7.2).
The Indenture contains provisions permitting the Company and the Trustee,
without the consent of any holders of Debt Securities, to enter into a
supplemental indenture, among other things, for purposes of curing any ambiguity
or correcting or supplementing any provision contained in the Indenture or in
any supplemental indenture or making other provisions in regard to the matters
or questions arising under the Indenture or any supplemental indenture as the
Board of Directors of the Company deems necessary or desirable and which does
not adversely affect the interests of the holders of Debt Securities in any
material respect. The Company and the Trustee, without the consent of any
holders of Debt Securities, may also enter into a supplemental indenture to
establish the form or terms of any series of Debt Securities as are not
otherwise inconsistent with any of the provisions of the Indenture. (Section
7.1).
CONCERNING THE TRUSTEE
The Trustee may hold Debt Securities, act as a depository for funds of, make
loans to, or perform other services for, the Company and its Subsidiaries as if
it were not the Trustee. (Section 5.4).
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DESCRIPTION OF COMMON STOCK
The description of the Company's capital stock contained in the Prospectus
does not purport to be complete and is qualified in its entirety to the
applicable provisions of the Company's Restated Articles of Organization and
By-Laws, copies of which are filed as exhibits to the Registration Statement.
The authorized capital stock of the Company consists of 2,000,000 shares of
preferred stock, par value $1 per share ("Preferred Stock"), of which no series
was authorized or shares outstanding at December 31, 1996, and 500,000,000
shares of Common Stock, of which 156,657,322 shares were issued and outstanding
at December 31, 1996. Preferred Stock is divisible into and issuable in one or
more series. Different series may be established, and the variations in the
relative rights and preferences as between them may be fixed, by the Board of
Directors of the Company.
The holders of Common Stock are entitled to receive dividends when and as
declared by the Company's Board of Directors but only out of funds legally
available for the payment thereof, subject to restrictions imposed by certain
indebtedness of the Company. No cash payment or distribution may be made to
holders of Common Stock until all accrued dividends on all series of Preferred
Stock, if any, have been declared and set apart for payment through the last
preceding dividend date set for all such securities.
Holders of Common Stock are entitled to one vote per share at any annual or
special meeting of shareholders. Holders of Preferred Stock, if any, are
entitled to the voting rights fixed by the Board of Directors of the Company for
their respective series. Voting rights are not cumulative, and therefore holders
of more than 50% of the voting power of the Company could, if they chose to do
so, elect all directors, in which case holders of the remaining voting power
would be unable to elect any director.
Upon the dissolution of the Company or upon any distribution of the
Company's assets, holders of Common Stock are entitled to all of the Company's
assets available for distribution to shareholders after the holders of all
series of Preferred Stock, if any, have received the preference fixed by the
Board of Directors for their respective series. Holders of Common Stock do not
have any preemptive rights to subscribe for additional issues of capital stock,
and they are not liable to further calls or to assessment by the Company.
The Company is not prohibited by its Restated Articles of Organization from
repurchasing shares of its Common Stock. Any such repurchases would be subject
to any limitations on the amount available for such purpose under applicable
corporate law, any applicable restrictions under the terms of any outstanding
Preferred Stock or indebtedness and, in the case of market purchases, such
restrictions on the timing, manner and amount of such purchases as might apply
in the circumstances under applicable securities laws.
The outstanding Common Stock is listed on the New York Stock Exchange under
the symbol "TYC". Any Common Stock offered will be listed, subject to notice of
issuance, on such exchange.
ChaseMellon Shareholder Services, L.L.C. is the registrar and transfer agent
of the shares of Common Stock.
Article I, Section 6 of the Company's By-Laws provides that any person (a
"Related Person") who together with its Affiliates and Associates (each as
defined in the Company's By-Laws) owns 5% or more of the outstanding shares of
Voting Stock (defined in the Company's By-Laws to include all outstanding shares
of capital stock of the Company entitled to vote in the election of directors
upon the occurrence of a specified event or condition) of the Company, and any
Affiliate or Associate of such person (other than the Company and its
Subsidiaries (as defined in the Company's By-Laws)), must comply with certain
minimum price and procedural requirements or, in the alternative, obtain the
advance approval of a majority of the Company's Continuing Directors (as defined
in the Company's By-Laws) or holders of not less than 80% of the Company's
Voting Stock in order to effect a merger or other Business Combination involving
the Company. The various transactions in the definition of "Business
Combination" include: any
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merger or consolidation of the Company or a Subsidiary with or into a Related
Person; any sale, lease, exchange, transfer, or other disposition, in one
transaction or a series of transactions, (i) to a Related Person or an Affiliate
or Associate of a Related Person of any Substantial Part (as defined in the
Company's By-Laws) of the assets of the Company or a Subsidiary or (ii) from a
Related Person or an Affiliate or Associate of a Related Person, in an amount
that would constitute a Substantial Part of the assets of the Company; any
issuance or sale by the Company or a Subsidiary of any of its securities to a
Related Person or an Affiliate or Associate of a Related Person other than
pursuant to an employee plan approved by a majority of the Continuing Directors
and the shareholders of the Company; any acquisition by the Company or a
Subsidiary of any securities of a Related Person or Affiliate or Associate of a
Related Person; any adoption of any plan for the liquidation or dissolution of
the Company proposed by or on behalf of a Related Person or any Affiliate or
Associate of a Related Person; and any reclassification of securities,
recapitalization of the Company or any other transaction that has the effect of
increasing the proportion of the outstanding shares of any class of the
Company's or any Subsidiary's equity securities owned by a Related Person or any
Affiliate or Associate of a Related Person. The By-Laws of the Company confer
upon a majority of the Continuing Directors the authority to determine, among
other things, whether a person is a Related Person and whether any proposed
Business Combination complies with the minimum price and procedural
requirements. This section of the By-Laws cannot be repealed or amended, nor may
an inconsistent provision be adopted, without the affirmative vote of a majority
of the Continuing Directors or holders of not less than 80% of the outstanding
shares of the Voting Stock of the Company.
PLAN OF DISTRIBUTION
The Company may sell Securities to or through underwriters or dealers, and
also may sell Securities directly to other purchasers or through agents. Each
Prospectus Supplement will describe the method of distribution of the offered
Securities.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters may receive
compensation from the Company or from purchasers of Securities for whom they may
act as agents in the form of discounts, concessions, or commissions.
Underwriters may sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions, or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers, and agents that participate in the distribution
of Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of Securities by
them may be deemed to be underwriting discounts and commissions, under the
Securities Act. Any such underwriter or agent will be identified, and any such
compensation received from the Company will be described, in the Prospectus
Supplement.
Underwriters and agents who participate in the distribution of Securities
may be entitled under agreements which may be entered into by the Company to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase offered Securities from the
Company pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
the offered Securities shall not at the
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time of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.
VALIDITY OF SECURITIES
The validity of the Securities offered hereby will be passed upon for the
Company by M. Brian Moroze, Esq., General Counsel of the Company, Exeter, New
Hampshire. Mr. Moroze holds 20,800 shares of the Company's Common Stock. Certain
other legal matters will be passed upon for the Company by Kramer, Levin,
Naftalis & Frankel, 919 Third Avenue, New York, New York 10022. Joshua M.
Berman, a director and the Secretary of the Company, is counsel to the law firm
of Kramer, Levin, Naftalis & Frankel and owns 36,000 shares of the Company's
Common Stock.
EXPERTS
The Consolidated Financial Statements of the Company incorporated in this
Prospectus by reference to the Annual Report on Form 10-K of the Company as of
June 30, 1996 and 1995 and for the three years in the period ended June 30, 1996
have been incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as experts
in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution of
the Securities covered by this Registration Statement are as follows:
<TABLE>
<S> <C>
SEC registration fee (actual)..................................... $ 272,728
Printing and engraving expenses................................... 25,000
Legal fees and expenses........................................... 100,000
Accounting fees and expenses...................................... 30,000
Miscellaneous..................................................... 22,272
---------
Total....................................................... $ 450,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Articles of Organization of the Company provide that the
Company shall indemnify certain persons, including directors and officers,
against liabilities, amounts paid in settlement and professional fees and other
disbursements incurred by each such person in connection with any action, suit
or proceeding, civil or criminal, brought or threatened in or before any court,
tribunal, administrative or legislative body or agency in which he is involved
as a result of his serving or having served in such position or, at the request
of the Company, in certain positions of any other corporation in which the
Company owns shares or of which it is a creditor. No indemnification shall be
provided to an individual with respect to a matter as to which it shall have
been adjudicated that he did not act in good faith in the reasonable belief that
his action was in the best interests of the Company. In the event that any
action, suit or proceeding is compromised or settled so as to impose any
liability or obligation upon a person eligible for indemnification by the
Company, no indemnification shall be provided to him with respect to such matter
if the Company has obtained an opinion of its counsel that with respect to said
matter he did not act in good faith in the reasonable belief that his action was
in the best interests of the Company. The Restated Articles of Organization of
the Company further provide that nothing in them shall limit any lawful rights
to indemnification existing independently of them.
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides that a corporation may indemnify any director or officer
(among others) except as to any matter as to which he is adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the corporation or to the extent that such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
Section 67 further provides that a corporation has the power to purchase and
maintain insurance policies on behalf of any such officer or director against
liability incurred by him in such capacity or arising out of his status as such,
whether or not the corporation has the power to indemnify such officer or
director against such liability.
The Company maintains $35,000,000 of insurance to reimburse its directors
and officers for charges and expenses incurred by them for wrongful acts claimed
against them by reason of their being or having been directors or officers of
the Company or any subsidiary thereof. Such insurance specifically excludes
reimbursement of any director or officer for any charge or expense incurred in
connection with various designated matters, including libel or slander,
illegally obtained personal profits, profits recovered by the Company pursuant
to Section 16(b) of the Exchange Act and deliberate dishonesty.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
3.1 -- Restated Articles of Organization, as amended (incorporated by reference to Exhibit
3(a) to Registrant's Annual Report on Form 10-K for the fiscal year ended May 31,
1987)
3.2 -- Articles of Amendment dated November 9, 1993, effective November 10, 1993
(incorporated by reference to Exhibit 3 to Registrant's Current Report on Form 8-K
filed on November 12, 1993)
3.3 -- By-laws (incorporated by reference to Exhibit 3(iii) to Registrant's Annual Report
on Form 10-K for the fiscal year ended June 30, 1996)
4.1 -- Indenture, dated as of April 30, 1992 (incorporated by reference to Exhibit 4 to
Registrant's Registration Statement on Form S-3, File No. 33-46626)
4.2 -- First Supplemental Indenture, dated as of April 30, 1992 (incorporated by reference
to Exhibit 4(b) to Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1992)
4.3 -- Second Supplemental Indenture, dated as of March 8, 1993 (incorporated by reference
to Exhibit 4(c) to Registrant's Current Report on Form 8-K, dated March 12, 1993)
4.6 -- Form of Common Stock certificate (incorporated by reference to Exhibit 7 to
Registrant's Registration Statement on Form 8-A filed on December 10, 1973).
5 -- Opinion of M. Brian Moroze, Esq.
12 -- Statement of Computation of Ratio of Earnings to Fixed Charges
23 -- Consent of Coopers & Lybrand L.L.P.
24 -- Power of Attorney (contained in the signature page hereto)
25 -- Statement of Eligibility of Trustee on Form T-1
99.1 -- Form of Certificate of Transfer and Assignment of New York Appointments pursuant to
Section 604-a of the New York Banking Law (incorporated by reference to Exhibit 99.1
to Registrant's Registration Statement on Form S-3, File No. 333-1063)
99.2 -- Form of Instrument of Transfer and Assignment between First Trust of New York,
National Association and BankAmerica National Trust Company (incorporated by
reference to Exhibit 99.2 to Registrant's Registration Statement on Form S-3, File
No. 333-1063)
</TABLE>
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of
II-2
<PAGE>
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Exeter, State of New Hampshire, on the 30th day of
January, 1997.
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
-----------------------------------------
Mark H. Swartz
VICE PRESIDENT--CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER)
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints L. DENNIS KOZLOWSKI AND MARK H. SWARTZ, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement (including all pre-effective and
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
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 such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON JANUARY 30,
1997 IN THE CAPACITIES INDICATED BELOW.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
/s/ L. DENNIS KOZLOWSKI Chairman of the Board, President, Chief Executive Officer
------------------------------------------- and Director (Principal Executive Officer)
L. Dennis Kozlowski
/s/ JOSHUA M. BERMAN
------------------------------------------- Director
Joshua M. Berman
/s/ RICHARD S. BODMAN
------------------------------------------- Director
Richard S. Bodman
------------------------------------------- Director
John F. Fort
------------------------------------------- Director
Stephen W. Foss
------------------------------------------- Director
Richard A. Gilleland
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
/s/ PHILIP M. HAMPTON
------------------------------------------- Director
Philip M. Hampton
<C> <S>
/s/ MARK H. SWARTZ Vice President and Chief Financial Officer (Principal
------------------------------------------- Financial and Accounting Officer)
Mark H. Swartz
/s/ FRANK E. WALSH, JR.
------------------------------------------- Director
Frank E. Walsh, Jr.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- ----------- -------------------------------------------------------------------------------------------------- -----------
<C> <S> <C>
3.1 -- Restated Articles of Organization, as amended (incorporated by reference to Exhibit 3(a) to
Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1987)
3.2 -- Articles of Amendment dated November 9, 1993, effective November 10, 1993 (incorporated by
reference to Exhibit 3 to Registrant's Current Report on Form 8-K filed on November 12, 1993)
3.3 -- By-laws (incorporated by reference to Exhibit 3(iii) to Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1996)
4.1 -- Indenture, dated as of April 30, 1992 (incorporated by reference to Exhibit 4 to Registrant's
Registration Statement on Form S-3, File No. 33-46626)
4.2 -- First Supplemental Indenture, dated as of April 30, 1992 (incorporated by reference to Exhibit
4(b) to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1992)
4.3 -- Second Supplemental Indenture, dated as of March 8, 1993 (incorporated by reference to Exhibit
4(c) to Registrant's Current Report on Form 8-K, dated March 12, 1993)
4.6 -- Form of Common Stock certificate (incorporated by reference to Exhibit 7 to Registrant's
Registration Statement on Form 8-A filed on December 10, 1973).
5 -- Opinion of M. Brian Moroze, Esq.
12 -- Statement of Computation of Ratio of Earnings to Fixed Charges
23 -- Consent of Coopers & Lybrand L.L.P.
24 -- Power of Attorney (contained in the signature page hereto)
25 -- Statement of Eligibility of Trustee on Form T-1
99.1 -- Form of Certificate of Transfer and Assignment of New York Appointments pursuant to Section
604-a of the New York Banking Law (incorporated by reference to Exhibit 99.1 to Registrant's
Registration Statement on Form S-3, File No. 333-1063)
99.2 -- Form of Instrument of Transfer and Assignment between First Trust of New York, National
Association and BankAmerica National Trust Company (incorporated by reference to Exhibit 99.2 to
Registrant's Registration Statement on Form S-3, File No. 333-1063)
</TABLE>
<PAGE>
EXHIBIT 5
January 30, 1997
Tyco International Ltd.
One Tyco Park
Exeter, New Hampshire 03833
Gentlemen:
I am General Counsel of Tyco International Ltd., a Massachusetts corporation
(the "Company"). I have acted as counsel to the Company in connection with its
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the purpose of registering (i) unsecured debt securities ("Debt Securities")
consisting of debentures, notes and/or other evidences of unsecured indebtedness
in one or more series to be issued from time to time pursuant to the terms of an
Indenture (the "Indenture"), between the Company and First Trust of New York,
National Association, as successor Trustee, or (ii) shares of common stock, par
value $0.50 per share ("Common Stock") (the Debt Securities and Common Stock are
hereafter collectively referred to as "Securities"), or any combination of the
foregoing, at an aggregate initial offering price not to exceed
U.S.$900,000,000.
I have made such inquiries and reviewed such documents and records as I have
deemed necessary to enable me to express an opinion on the matters covered
hereby, and I have also examined and relied upon representations, statements or
certificates of public officials and officers and representatives of the
Company.
Based on the foregoing, and subject to the terms of the Securities being
otherwise in compliance with then applicable law and to any required action of
the Board of Directors of the Company being taken, it is my opinion that:
(i) when issued in accordance with the terms and conditions of the
Indenture and as contemplated in the Registration Statement and any
amendments and Prospectus Supplements thereto, the Debt Securities will be
legally issued and constitute binding obligations of the Company; and
(ii) when issued as contemplated in the Registration Statement and any
amendments and Prospectus Supplements thereto, the Common Stock will be
legally issued, fully paid and non-assessable.
I am an attorney admitted to practice in the Commonwealth of Massachusetts
and the State of New York. I express no opinion with respect to the laws of any
jurisdiction other than the federal laws of the United States, the laws of the
Commonwealth of Massachusetts and the laws of the State of New York.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the caption
"Validity of Securities" in the Prospectus which forms a part thereof.
Very truly yours,
/s/ M. BRIAN MOROZE
--------------------------------------
M. Brian Moroze
General Counsel
<PAGE>
EXHIBIT 12
TYCO INTERNATIONAL LTD.
Computation of Ratio of Earnings to Fixed Charges
(In thousands)
<TABLE>
<CAPTION>
Three
Months
Ended
September Year Ended June 30,
30, ---------------------------------------------------------------
1996 1996 1995 1994 1993 1992 (3)
------------ ---- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Net income before
extraordinary item
and cumulative effect
of accounting changes $ 83,050 $310,147 $216,593 $189,191 $94,458 $95,266
Income taxes 55,830 213,750 168,285 138,999 84,837 45,884
-------- -------- -------- -------- -------- --------
138,880 523,897 384,878 328,190 179,295 141,150
-------- -------- -------- -------- -------- --------
Fixed charges:
Interest expense (1) 26,332 58,867 63,385 62,431 85,785 63,261
Rentals (2) 7,489 28,529 23,767 19,932 21,021 15,856
-------- -------- -------- -------- -------- --------
33,821 87,396 87,152 82,363 106,806 79,117
-------- -------- -------- -------- -------- --------
Earnings before income
taxes and fixed charges $172,701 $611,293 $472,030 $410,553 $286,101 $220,267
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
Ratio of earnings to fixed
charges 5.11 6.99 5.42 4.98 2.68 2.78
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
</TABLE>
(1) Interest expense consists of interest on indebtedness and amortization of
debt expense.
(2) One-third of net rental expense is deemed representative of the interest
factor.
(3) The merger of the Company with Kendall International, Inc. ("Kendall Inc.")
on October 19, 1994 (the "Merger") has been accounted for using the pooling
of interests basis of accounting. As such, the ratio of earnings to fixed
charges for the years ended June 30, 1995, 1994 and 1993 include the effect
of the Merger. Kendall Inc. undertook a financial restructuring as of June
30, 1992. As of that date, a new reporting entity was created with no
retained earnings or accumulated deficit. Accordingly, the ratio of
earnings to fixed charges for all periods prior to and including June 30,
1992 represents the Company's historical ratio.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 of our reports dated July 25, 1996 on our audits of the consolidated
financial statements and financial statement schedule of Tyco International Ltd.
as of June 30, 1996 and 1995 and for the three years in the period ended June
30, 1996. We also consent to the reference to our firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 29, 1997
<PAGE>
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
---------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)_____
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I.R.S. Employer Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
---------------------------
FOR INFORMATION, CONTACT:
Dennis Calabrese, President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
(212) 361-2502
--------------------------
Tyco International Ltd.
(Exact name obligor as specified in its charter)
Massachusetts 04-2297459
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Tyco Park 03833
Exeter, New Hampshire (Zip Code)
(Address of principal executive offices)
---------------------------------------
Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
NAME ADDRESS
Comptroller of the Currency Washington D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. AFFILIATIONS WITH OBLIGOR
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
Item 16. LIST OF EXHIBITS
Exhibit 1 Articles of Association of First Trust of New
York, National Association, incorporated
herein by reference to Exhibit 1 of Form T-1,
Registration No. 33-83774.
Exhibit 2 Certificate of Authority to Commence Business
for First Trust of New York, National
Association, incorporated herein by reference
to Exhibit 2 of Form T-1, Registration No.
33-83774.
Exhibit 3 Authorization of the Trustee to exercise
corporate trust powers for First Trust of New
York, National Association, incorporated
herein by reference to Exhibit 3 of Form T-1,
Registration No. 33-83774.
Exhibit 4 By-Laws of First Trust of New York, National
Association, Incorporated herein by reference
to Exhibit 4 of Form T-1, Registration No.
33-55851.
Exhibit 5 Not applicable.
Exhibit 6 Consent of First Trust of New York, National
Association, required by Section 321(b) of
the Act, incorporated herein by reference to
Exhibit 6 of Form T-1, Registration No.
33-83774.
Exhibit 7 Report of Condition of First Trust of New
York, National Association, as of the close
of business on September 30, 1995, published
pursuant to law or the requirements of its
supervising or examining authority.
-2-
<PAGE>
Exhibit 8 Not applicable.
Exhibit 9 Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Trust of New York, National Association, a national
banking association organized and existing under the laws of the United States
of America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of New
York and State of New York, on the 28th day of January, 1997.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By /s/ Geovanni Barris
---------------------------------------------
Geovanni Barris
Assistant Vice President
-3-
<PAGE>
EXHIBIT 7
FIRST TRUST OF NEW YORK, N.A.
STATEMENT OF FINANCIAL CONDITION
AS OF 9/30/96
($000'S)
ASSETS 9/30/96
-------------
Cash and Due From Depository Institutions $31,930
Federal Reserve Stock 3,658
Fixed Assets 738
Intangible Assets 81,749
Other Assets 5,710
-------------
TOTAL ASSETS $123,785
-------------
-------------
LIABILITIES
Other Liabilities 6,826
-------------
TOTAL LIABILITIES 6,826
EQUITY
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (4,973)
-------------
TOTAL LIABILITIES AND EQUITY CAPITAL $123,785
-------------
-------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
First Trust of New York, N.A.
By: /s/ Geovanni Barris
------------------------------------
Geovanni Barris
Assistant Vice President
Date: January 28, 1997
