TYCO INTERNATIONAL LTD
S-3/A, 1997-11-04
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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As filed with the Securities and Exchange Commission on November 4, 1997
                                                              File No. 333-20741
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                 ---------------

                          TYCO INTERNATIONAL (US) INC.
                       (formerly Tyco International Ltd.)
             (Exact name of registrant as specified in its charter)

                                  MASSACHUSETTS
                          (State or other jurisdiction
                        of incorporation or organization)
                                   04-2297459
                                  (IRS Employer
                               Identification No.)

                                  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 (US) INC.
                                  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





<PAGE>

                         POST-EFFECTIVE AMENDMENT NO. 1



         Tyco International  (US) Inc.  (formerly Tyco  International  Ltd.; the
"Registrant")  hereby  deregisters  securities  in the  amount of  $235,875,000,
representing the securities remaining unsold under the Registrant's Registration
Statement on Form S-3, File No. 333-20741. The securities are being deregistered
as a  result  of the  merger  on July 2,  1997 of the  Registrant  with  Limited
Appache,  Inc., a subsidiary of ADT Limited (now Tyco  International  Ltd.; "New
Tyco"), as a result of which the Registrant became a wholly-owned  subsidiary of
New Tyco.


                                        2

<PAGE>

                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant  has duly caused this Amendment to the  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 4th day of November, 1997.

                                 TYCO INTERNATIONAL (US) INC.
                                 (formerly Tyco International Ltd.)

                                 By:/s/ Mark H. Swartz
                                    -----------------------------------------
                                    Mark H. Swartz
                                    Vice President -- Chief Financial Officer
                                    (Principal Financial
                                    and Accounting Officer)


        PURSUANT  TO THE  REQUIREMENTS  OF THE  SECURITIES  ACT  OF  1933,  THIS
AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
ON NOVEMBER 4, 1997 IN THE CAPACITIES INDICATED BELOW.

       Signature                                  Title
       ---------                                  -----

          *
- -------------------------     Chairman of the Board, President,  Chief Executive
L. Dennis Kozlowski           Officer and Director (Principal Executive Officer)

          *
- -------------------------     Director
Joshua M. Berman

          *
- -------------------------     Director
Richard S. Bodman

          *
- -------------------------     Director
John F. Fort

          *
- -------------------------     Director
Stephen W. Foss

          *
- -------------------------     Director
Richard A. Gilleland

          *
- -------------------------     Director
Philip M. Hampton

/s/Mark H. Swartz             Vice   President  and  Chief   Financial   Officer
- -------------------------     (Principal Financial and Accounting Officer)
Mark H. Swartz

          *
- -------------------------     Director
Frank E. Walsh, Jr.


* By Mark H. Swartz
   Attorney-in-fact

/s/Mark H. Swartz
- -------------------------
Mark H. Swartz


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