SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
(Final)
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ELECTROSTAR, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
286164108
(CUSIP Number)
Mark H. Swartz
Vice President--Chief Financial Officer
Tyco International Ltd.
One Tyco Park
Exeter, NH 03833
(603) 778-9700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 6, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Page 1 of 6 pages
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SCHEDULE 13D/A
CUSIP No. 286164108 Page 2 of 6 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tyco International Ltd.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
7) SOLE VOTING POWER
(See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Item 5) [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14) TYPE OF REPORTING PERSON
CO
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Amendment No. 1 (Final) to Schedule 13D
This Statement amends the Schedule 13D, dated December 9, 1996 (the
"Schedule 13D"), filed by Tyco International Ltd. (the "Reporting Person") with
respect to the Common Stock, $.01 par value (the "Common Stock"), of
ElectroStar, Inc., a Florida corporation (the "Company"). Notwithstanding this
Amendment No. 1, the Schedule 13D speaks as of its date.
I. Item 4 of the Schedule 13D, "Purpose of the Transaction," is amended by
adding the following:
The Reporting Person's tender offer (the "Offer") for all of the
outstanding shares of Common Stock expired on January 3, 1997, with
approximately 98% of the shares having been tendered and having accepted by the
Reporting Person for payment as of January 6, 1997. On January 9, 1997, a
subsidiary of the Reporting Person was merged with and into the Company (the
"Merger") as a result of which the Company became a wholly owned subsidiary of
the Reporting Person.
II. Item 5 of the Schedule 13D, "Interest in Securities of the Issuer," is
amended by adding the following:
As a result of the consummation of the Offer and the Merger, Tyco is the
beneficial owner of all of the outstanding shares of the Company. See Item 4.
III. Item 7 of the Schedule 13D, "Exhibits," is amended by adding the following
Exhibit:
Exhibit 1 -- Press release, dated January 6, 1997
Page 3 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: January 10, 1997
TYCO INTERNATIONAL LTD.
/s/ Irving Gutin
----------------
By: Irving Gutin
Senior Vice President
Page 4 of 6 pages
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Exhibit Index
Exhibit Description
- ------- -----------
1 Press Release dated January 6, 1997
Page 5 of 6 pages
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EXHIBIT 1
FOR IMMEDIATE RELEASE CONTACT:
David P. Brownell
Vice President
(603) 778-9700
TYCO INTERNATIONAL COMPLETES TENDER OFFER
FOR ELECTOSTAR, INC.
Exeter, New Hampshire, January 6, 1997 -- Tyco International Ltd.
(NYSE-TYC), a diversified manufacturer of industrial and commercial products,
announced today that the $14 per share cash tender offer for all outstanding
common shares of ElectroStar, Inc. (NASDAQ-ESTR) ("ElectroStar") expired by its
terms at 12:00 midnight, New York City time, on January 3, 1997.
According to Chase Mellon Shareholder Services, L.L.C., the depositary,
7,407,972 shares, representing approximately 98% of the outstanding common
shares of ElectroStar, were tendered by shareholders (including shares subject
to guaranteed delivery) prior to the offer's expiration.
Tyco is a worldwide manufacturer with strong leadership positions in
disposable medical products, packaging material, flow control products,
electrical and electronic components and is the world's largest manufacturer and
installer of fire and safety systems and services. The Company operates in more
than 50 countries around the world and has revenues in excess of $6 billion.
x x x
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