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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
ALARMGUARD HOLDINGS, INC.
(Name of Subject Company)
TYCO INTERNATIONAL LTD.
T16 ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(Title of class of securities)
011649100
(CUSIP number of class of securities)
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MARK H. SWARTZ, EXECUTIVE VICE PRESIDENT
C/O TYCO INTERNATIONAL (US) INC.
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(603) 778-9700
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of Bidders)
with a copy to:
ABBE L. DIENSTAG, ESQ.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 715-9100
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T16 Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect
wholly-owned subsidiary of Tyco International Ltd., a Bermuda company ("Tyco"),
and Tyco hereby amend their Tender Offer Statement on Schedule 14D-1 dated
January 15, 1999, as amended (the "Schedule 14D-1"), relating to Purchaser's
offer to purchase all the outstanding shares of common stock, par value $.0001
per share, including the associated preferred stock purchase rights (the "Common
Shares"), of Alarmguard Holdings, Inc., a Delaware 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) of the Schedule 14D-1 is hereby amended to add the following:
The Offer of Purchaser to purchase all outstanding Common Shares of the
Company expired at 12:00 midnight, New York City time, on Friday, February
12, 1999. The tendered Common Shares were accepted by Purchaser for payment,
subject to the terms of the Offer. Tyco issued a press release on February
16, 1999, in which it disclosed that the Depositary had informed it that an
aggregate of 5,244,761 Common Shares, representing approximately 94% of all
the outstanding Common Shares (including Common Shares subject to guaranteed
delivery procedures), were tendered and not withdrawn prior to the
Expiration Date.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Schedule 14D-1 is hereby amended to add the following:
(a)(9)Press release, issued February 16, 1999.
2
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 16, 1999
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<S> <C> <C>
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
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Name: Mark H. Swartz
Title: Executive Vice President and
Chief Financial Officer
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 16, 1999
<TABLE>
<S> <C> <C>
T16 ACQUISITION CORP.
By: /s/ MARK H. SWARTZ
--------------------------------------
Name: Mark H. Swartz
Title: Vice President
</TABLE>
3
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EXHIBIT 99(A)(9)
TYCO INTERNATIONAL COMPLETES TENDER OFFER FOR ALARMGUARD HOLDINGS, INC.
HAMILTON, Bermuda, Feb. 16
Tyco International Ltd. (NYSE; TYC; LSE: BSX), announced today that it has
completed its $9.25 per share cash tender offer for all outstanding common
shares of Alarmguard Holdings, Inc. (Amex: AGD) ("Alarmguard"). The offer
expired by its terms at 12:00 midnight, New York City time, on February 12,
1999.
According to American Stock Transfer & Trust Company, the depositary,
5,244,761 common shares, representing approximately 94% of the outstanding
common shares of Alarmguard, were tendered by shareholders (including shares
subject to guaranteed delivery) prior to the offer's expiration.
Tyco International Ltd., a diversified manufacturing and service company, is
the world's largest manufacturer and installer of fire protection systems, the
largest provider of electronic security services, the largest manufacturer of
flow control valves, and has strong leadership positions in disposable medical
products, plastics and adhesives, electrical and electronic components and
underwater telecommunications systems. The Company operates in more than 80
countries around the world and has expected fiscal 1999 revenues in excess of
$17 billion.
