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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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)
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 (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 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit (a)(1) to the Schedule 14D-1, "Offer to Purchase," is hereby amended
by restating the seventh paragraph of the Introduction to read as follows:
"Donaldson, Lufkin & Jenrette Securities Corporation, the Company's
financial advisor ("DLJ"), has delivered to the Company's Board of
Directors its written opinion that the aggregate consideration to be
received by the stockholders of the Company pursuant to the Merger
Agreement and the Preferred Stock Purchase Agreement is fair to such
stockholders from a financial point of view. The opinion of DLJ only
relates to the fairness of the aggregate consideration to be paid to both
the holders of Common Shares and Preferred Shares. The opinion does not
address the fairness of the consideration to be received by the holders
of Common Shares in the Offer, and does not constitute (i) a
recommendation to any stockholder as to whether such stockholder should
tender into the Offer or vote on the Merger or (ii) a judgment as to the
appropriate allocation of consideration between the holders of Company
Common Stock and Preferred Stock. A copy of the opinion rendered by DLJ
to the Company's Board of Directors, setting forth the procedures
followed, the matters considered, the scope of the review undertaken and
the assumptions made by DLJ in arriving at its opinion, is attached as
Annex I to the Company's Solicitation/Recommendation Statement on
Schedule 14D-9, which is being distributed to the Company's stockholders
herewith. Holders of Common Shares are urged to read such opinion in its
entirety."
Exhibit (a)(1) to the Schedule 14D-1, "Offer to Purchase," is hereby further
amended by restating the third paragraph of Section 11 ("Contacts with the
Company; Background of the Offer") to read as follows:
"Beginning on December 1, 1998 and continuing through the end of
December, Tyco conducted a due diligence investigation of the Company
typical for transactions of this type. In the course of this
investigation, Tyco personnel reviewed documentation and conducted
discussions with the Company's management and other Company
representatives concerning the Company's financial condition, monitoring
facility, operations, environmental compliance, corporate history and
other business and legal matters. The information reviewed by Tyco was
consistent with the publicly available information regarding the Company.
Tyco was also furnished, on behalf of the Company, with certain projected
financial information regarding the Company. Tyco did not place any
reliance whatsoever on the projected financial information. In
particular, Tyco did not consider the projected financial information
either in pricing the transaction or in making its determination to
proceed with the transaction. Tyco operating personnel also visited the
Company's monitoring facility during this period."
Exhibit (a)(1) to the Schedule 14D-1, "Offer to Purchase," is further
amended by restating the introduction to Section 15 ("Conditions to the Offer")
to read as follows:
"15. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other term of
the Offer or the Merger Agreement, provided that no Common Shares have
theretofore been accepted for payment or paid for, Purchaser shall not be
required to accept for payment or pay for, subject to any applicable
rules and regulations of the Commission, including Rule 14e-1(c) of the
Exchange Act, any Common Shares and may terminate or amend the Offer, if
(i) the conditions that
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(1) there shall be validly tendered and not withdrawn prior to the
expiration of the Offer a number of Common Shares which represents at
least 51% of the total number of issued and outstanding Common Shares and
(2) the number of Common Shares tendered pursuant to the Offer together
with the Preferred Shares subject to the Preferred Stock Purchase
Agreement constitute at least 51% of the total voting power of the
Company on a fully diluted basis, shall not each have been satisfied (the
"Minimum Condition") or (ii) any applicable waiting period under the HSR
Act shall not have expired or been terminated prior to the expiration of
the Offer or (iii) at any time after the date of the Preferred Stock
Purchase Agreement and prior to the Expiration Date, any of the following
conditions exists:"
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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 4, 1999
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<S> <C> <C>
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
-----------------------------------------
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 4, 1999
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<S> <C> <C>
T16 ACQUISITION CORP.
By: /s/ MARK H. SWARTZ
-----------------------------------------
Name: Mark H. Swartz
Title: Vice President
</TABLE>
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