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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to Schedule 14D-1
(Final)
Tender Offer Statement
Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
ElectroStar, Inc.
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(Name of Subject Company)
Tyco International Ltd.
T3 Acquisition Corp.
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(Bidders)
Common Stock, par value $.01 per share
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(Title of class of securities)
286164108
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(CUSIP number of class of securities)
Mark H. Swartz, Vice President
Tyco International Ltd.
One Tyco Park
Exeter, New Hampshire 03833
(603) 778-9700
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(Name, address and telephone number of person authorized to
receive notices and communications on behalf of Bidders)
with a copy to:
Joshua M. Berman, Esq.
Kramer, Levin, Naftalis,
& Frankel
919 Third Avenue
New York, New York 10022
Telephone: (212) 715-9100
Page 1 of 6 pages
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T3 Acquisition Corp., a Florida corporation (the "Purchaser") and a
wholly-owned subsidiary of Tyco International Ltd., a Massachusetts corporation
("Tyco"), and Tyco hereby amend their Tender Offer Statement on Schedule 14D-1
dated December 5, 1996 (the "Schedule 14D-1"), relating to the Purchaser's offer
to purchase all the outstanding shares of Common Stock, par value $.01 per share
(the "Shares"), of ElectroStar, Inc., a Florida corporation (the "Company").
Unless otherwise defined herein, capitalized terms used herein shall have the
meanings set forth in the Schedule 14D-1.
Item 10. Additional Information.
Item 10(f) is hereby amended to add the following:
"(f) The Offer of the Purchaser to purchase all outstanding Shares of the
Company expired at 12:00 midnight, New York City time, on Friday, January 3,
1997. The tendered Shares were accepted by the Purchaser for payment, subject to
the terms of the Offer. Tyco issued a press release on January 6, 1997, in which
it disclosed that the Depositary had informed it that an aggregate of 7,407,972
Shares, representing approximately 98% of all the outstanding Shares (including
Shares subject to guaranteed delivery procedures), were tendered and not
withdrawn prior to the Expiration Date."
Item 11. Material To Be Filed as Exhibits.
(a)(9) Press release, issued January 6, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 6, 1997
T3 ACQUISITION CORP.
By: /s/ Mark H. Swartz
Name: Mark H. Swartz
Title: President
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<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 6, 1997
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
Name: Mark H. Swartz
Title: Vice President
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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(a)(9) Press release issued on January 6, 1997. 5
Exhibit (a)(9)
[TYCO INTERNATIONAL LTD. LETTERHEAD]
FOR IMMEDIATE RELEASE CONTACT:
David P. Brownell
Senior 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 common 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.
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