- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 25, 1997
1-5482
(Commission File Number)
------------------------------
TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2297459
(State of Incorporation) IRS Employer
Identification Number)
One Tyco Park, Exeter, New Hampshire 03833
(Address of registrant's principal executive office)
603-778-9700
(Registrant's telephone number)
------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
This Current Report on Form 8-K of Tyco International Ltd. ("Tyco")
includes a revised opinion of counsel to Tyco International Ltd. ("Tyco"),
constituting Exhibit 8.1 to the Registration Statement on Form S-4 (File No.
333-24363 ) (the "ADT Registration Statement") of ADT Limited ("ADT"), relating
to the issuance of common shares of ADT in the merger (the "Merger") of Limited
Apache, Inc. ("Merger Sub"), a subsidiary of ADT, and Tyco, in accordance with
the Merger Agreement, dated March 17, 1997, among ADT, Merger Sub and Tyco.
The revised opinion, which replaces the existing Exhibit 8.1 to the ADT
Registration Statement, corrects the opinion of counsel regarding the U.S.
federal income tax consequences to a U.S. holder of Tyco common stock that
recognizes taxable gain on the exchange of Tyco common shares for shares of the
combined company in the Merger. The revised opinion states that such
shareholder's holding period for the combined company shares received in the
Merger will include the holding period of the Tyco common shares exchanged
therefor.
The revised opinion is filed as Exhibit 8 to this Report. A letter sent
to shareholders of Tyco that, among other things, informs them of the correction
to the corresponding disclosure of U.S. federal income tax consequences of the
Merger in the joint proxy statement/prospectus included in the Registration
Statement, is filed as Exhibit 99 to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Number Title
- -------------- -----
8 Opinion of Kramer, Levin, Naftalis & Frankel
23 Consent of Kramer,Levin, Naftalis & Frankel
(included in Exhibit 8)
99 Letter to shareholders of Tyco International Ltd.,
dated June 25, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TYCO INTERNATIONAL LTD.
By: /s/ Mark. H. Swartz
-------------------
Mark H. Swartz
Vice President - Chief Financial Officer
Date: June 25, 1997
<PAGE>
Exhibit Index
Exhibit Number Title Page
- -------------- ----- ----
8 Opinion of Kramer, Levin, Naftalis & Frankel
23 Consent of Kramer, Levin, Naftalis & Frankel
(Included in Exhibit 8)
99 Letter to shareholders of Tyco International Ltd.,
dated June 25, 1997
Kramer, Levin, Naftalis & Frankel
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 7550
Arthur H. Aufses III Monica C. Lord Sherwin Kamin
Thomas D. Balliett Richard Marlin Arthur B. Kramer
Jay G. Baris Thomas E. Molner Maurice N. Nessen
Philip Bentley Thomas H. Moreland Founding Partners
Saul E. Burian Ellen R. Nadler Counsel
Barry Michael Cass Gary P. Naftalis _____
Thomas E. Constance Michael J. Nassau
Michael J. Dell Michael S. Nelson Martin Balsam
Kenneth H. Eckstein Jay A. Neveloff Joshua M. Berman
Charlotte M. Fischman Michael S. Oberman Jules Buchwald
David S. Frankel Paul S. Pearlman Rudolph de Winter
Marvin E. Frankel Susan J. Penry-Williams Meyer Eisenberg
Alan R. Friedman Bruce Rabb Arthur D. Emil
Carl Frischling Allan E. Reznick Maria T. Jones
Mark J. Headley Scott S. Rosenblum Maxwell M. Rabb
Robert M. Heller Michele D. Ross James Schreiber
Philip S. Kaufman Howard J. Rothman Counsel
Peter S. Kolevzon Max J. Schwartz _____
Kenneth P. Kopelman Mark B. Segall
Michael Paul Korotkin Judith Singer M. Frances Buchinsky
Shari K. Krouner Howard A. Sobel Abbe L. Dienstag
Kevin B. Leblang Jeffrey S. Trachtman Ronald S. Greenberg
David P. Levin Jonathan M. Wagner Debora K. Grobman
Ezra G. Levin Harold P. Weinberger Christian S. Herzeca
Larry M. Loeb E. Lisk Wyckoff, Jr. Jane Lee
Pinchas Mendelson
Lynn R. Saidenberg
Special Counsel
-----
FAX
(212) 715-8000
---
WRITER'S DIRECT NUMBER
(212)715-7550
-------------
June 25, 1997
Tyco International Ltd.
One Tyco Park
Exeter, New Hampshire 03223-1108
Re: Registration Statement on Form S-4
Registration No. 333-24363
--------------------------
Gentlemen:
We have acted as counsel to Tyco International Ltd., a Massachusetts
corporation ("Tyco"), in connection with the planned merger (the "Merger") of
Limited Apache, Inc. ("Merger Sub"), a Massachusetts corporation and a
wholly-owned subsidiary of ADT Limited, a Bermuda corporation ("ADT"), with and
into Tyco on the terms set forth in the Agreement and Plan of Merger dated as of
March 17, 1997 among Tyco, Merger Sub, and ADT (the "Merger Agreement").
For purposes of the opinion set forth below, we have reviewed and
relied upon (i) the Merger Agreement, (ii) the definitive Joint Proxy
Statement/Prospectus included in Registration Statement No. 333-24363, as
amended, filed by ADT and Tyco with the Securities and Exchange Commission (the
"Joint Proxy Statement/Prospectus"), and (iii) such other documents, records,
and instruments as we have deemed necessary or appropriate as a basis for our
opinion. In addition, in rendering our opinion we have relied upon certain
statements and representations made by Tyco (the "Certified Representations")
and certain statements and representations contained in the Merger Agreement and
the Joint Proxy Statement/Prospectus, which we have neither investigated nor
verified. We have assumed that such statements and representations are true,
correct, complete, and not breached, and that no actions that are inconsistent
with such statements and representations will be taken. We have also assumed
that all representations made in the Certified Representations "to the best
knowledge of" any persons will be true, correct, and complete as if made without
such qualification.
<PAGE>
In addition, we have assumed that (i) the Merger will be consummated
in accordance with the Merger Agreement and as described in the Joint Proxy
Statement/ Prospectus (including satisfaction of all covenants and conditions to
the obligations of the parties without amendment or waiver thereof); (ii) the
Merger will qualify as a merger under the applicable laws of Massachusetts; and
(iii) the Merger Agreement and all other documents and instruments referred to
therein or in the Joint Proxy Statement/Prospectus are valid and binding in
accordance with their terms.
Any inaccuracy in, or breach of, any of the aforementioned agreements,
documents, or assumptions or any change after the date hereof in applicable law
could adversely affect our opinion. No ruling has been (or will be) sought from
the Internal Revenue Service by Tyco, ADT, or Merger Sub as to the federal
income tax consequences of any aspect of the Merger.
Based upon and subject to the foregoing as well as the limitations set
forth below, it is our opinion, under presently applicable federal income tax
law, that:
(1) Upon the exchange of Tyco Common Shares for Combined Company
Shares pursuant to the Merger, each Tyco shareholder that is a
United States Holder will recognize gain in an amount equal to
the excess, if any, of (x) the fair market value of the Combined
Company Common Shares received over (y) the Tyco shareholder's
adjusted tax basis in the Tyco Common Shares exchanged therefor.
(2) Such gain will be capital gain if the Tyco shareholder holds the
Tyco Common Shares as a capital asset, and will be long-term gain
if the Tyco shareholder's holding period for the Tyco Common
Shares is more than one year.
(3) A Tyco shareholder that realizes a loss upon the exchange will
not recognize such loss for federal income tax purposes.
(4) A Tyco shareholder that recognizes gain for U.S. federal income
tax purposes upon the exchange will have a tax basis in the
Combined Company Common Shares received in an amount equal to the
sum of (x) the Tyco shareholder's adjusted tax basis in the Tyco
Common Shares exchanged therefor plus (y) the amount of gain
recognized upon the exchange, which sum will equal the fair
market value at the time of the Merger of the Combined Company
Common Shares received. Such shareholders's holding period for
the Combined Company Common Shares will include the holding
period of the Tyco Common Shares exchanged therefor.
(5) A Tyco shareholder that realizes but is unable to recognize a
loss for U.S. federal income tax purposes will have a tax basis
in the Combined Company Common Shares received equal to the
shareholder's basis in the Tyco Common Shares exchanged therefor,
and the shareholder's holding period for the Combined Company
Common Shares will include the holding period of the Tyco Common
Shares exchanged therefor.
<PAGE>
The tax consequences described above may not be applicable to Tyco
shareholders subject to special treatment under certain federal income tax laws,
such as dealers in securities, financial institutions, insurance companies,
tax-exempt organizations, non-United States persons, and shareholders who
acquired Tyco Common Shares pursuant to the exercise of Tyco options or similar
derivative securities or otherwise as compensation.
No opinion is expressed as to any matter not specifically addressed
above. Also, no opinion is expressed as to the tax consequences of any of the
transactions under any foreign, state, or local tax law. Furthermore, our
opinion is based on current federal income tax law and administrative practice,
and we do not undertake to advise you as to any changes after the Effective Time
(as defined in the Merger Agreement) in federal income tax law or administrative
practice that may affect our opinion unless we are specifically asked to do
so.
We hereby consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement and to the reference to this firm under
the caption "Legal Opinions" in the Registration Statement and the Joint Proxy
Statement/Prospectus which is a part thereof. The giving of this consent,
however, does not constitute an admission that we are "experts" within the
meaning of Section 11 of the Securities Act of 1933, as amended, or within the
category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ KRAMER, LEVIN, NAFTALIS & FRANKEL
-------------------------------------
[TYCO INTERNATIONAL LTD. LETTERHEAD]
June 25, 1997
TO THE SHAREHOLDERS OF
TYCO INTERNATIONAL LTD.
The Special Meeting of Shareholders of Tyco International Ltd. to vote
on the proposed merger with ADT Limited is scheduled for July 2, 1997. While ADT
will legally acquire Tyco in this transaction, Tyco's board members and
management team will lead the combined company, the name of the combined company
will be Tyco International Ltd. and you, the shareholders of Tyco, will
initially own approximately 64% of the shares of the combined company. YOUR
BOARD OF DIRECTORS HAS RECOMMENDED THAT YOU VOTE FOR THE MERGER WITH ADT.
You have received a joint proxy statement/prospectus with comprehensive
information on this important transaction and a proxy card to cast your vote.
YOUR VOTE IS VERY IMPORTANT. Approval of the combination with ADT requires the
vote of two-thirds of the outstanding Tyco stock, and an abstention or a failure
to vote at all will have the effect of a vote against the transaction.
TIME IS SHORT. IF YOU HAVE NOT ALREADY DONE SO, PLEASE RETURN YOUR
SIGNED AND DATED PROXY CARD WITH YOUR VOTE PROMPTLY.
Tyco shareholders should be aware of a correction to the discussion
contained in the joint proxy statement/prospectus at page 28, regarding the U.S.
federal income tax consequences to a U.S. holder of Tyco common stock that
recognizes taxable gain on the exchange of Tyco common stock for stock of the
combined company. As stated in the joint proxy statement/prospectus, any gain on
the exchange of shares by U.S. shareholders of Tyco in the merger will be
taxable for U.S. federal income tax purposes. A Tyco shareholder that recognizes
gain upon the exchange will have a tax basis in the combined company shares
received equal to the sum of the shareholder's tax basis in his Tyco shares plus
the amount of gain recognized upon the exchange. This sum will be equal to the
fair market value at the time of the merger of the combined company shares
received. Contrary to what is stated in the joint proxy statement/prospectus,
such shareholder's holding period for the combined company shares will include
the holding period of the Tyco shares exchanged in the merger. Thus, if a
shareholder that holds combined company shares as a capital asset disposes of
such shares after the merger, any gain or loss recognized on the disposition
will be long-term capital gain or loss if the disposition occurs more than one
year after the date on which such shareholder's holding period began for the
Tyco shares exchanged for the combined company shares in the merger, even if
such disposition occurs less than one year after the merger. Tyco shareholders
are urged to consult their own tax advisors regarding the specific consequences
to them of the merger and of the disposition by them of combined company shares
after the merger.
If you have any questions about the merger, require information, need a
proxy card or need to know where to send the proxy card with your vote, please
call Hill & Knowlton, Tyco's proxy solicitors, at 1-800-755-3002 (toll free in
the United States).
TYCO INTERNATIONAL LTD.
