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 28, 2000
MALLINCKRODT INC.
(Exact Name of Registrant as Specified in Charter)
New York 1-483 36-1263901
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
675 McDonnell Boulevard, St. Louis, MO 63134
(Address of Principal Executive Offices) (Zip Code)
(314) 654-2000
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On June 28, 2000, Mallinckrodt Inc. ("Mallinckrodt") and Tyco
International Ltd., a Bermuda Company ("Tyco"), announced that Tyco
Acquisition Corp. VI (NV), a Nevada corporation and a wholly owned subsidiary
of Tyco ("Tyco Acquisition"), EVM Merger Corp., a New York corporation and
wholly owned subsidiary of Tyco Acquisition ("Merger Sub"), and Mallinckrodt
had entered into an Agreement and Plan of Merger, dated as of June 28, 2000
(the "Merger Agreement"), which sets forth the terms and conditions of the
proposed merger (the "Merger") of Tyco Acquisition and Mallinckrodt. Tyco has
fully and unconditionally guaranteed the obligations of Tyco Acquisition and
Merger Sub under the Merger Agreement. Pursuant to the Merger Agreement,
Merger Sub shall be merged with and into Mallinckrodt,the separate corporate
existence of Merger Sub shall cease and Mallinckrodt shall continue as the
surviving corporation.
The Merger is intended to constitute a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Consummation of the Merger is subject to various conditions, including the
approval by Mallinckrodt's shareholders and the receipt of required regulatory
approvals. A copy of the Merger Agreement and the Guarantee is included herein
as Exhibit 2.1 and a copy of the joint press release of Tyco and Mallinckrodt
with respect to the Merger is included herein as Exhibit 99.1.
The Merger Agreement and the joint press release are incorporated
by reference into this Item 5, and the foregoing description of such
documents and the transactions contemplated therein are qualified in their
entirety by reference to such exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of June 28, 2000, by and
among Tyco Acquisition Corp. VI (NV), a Nevada corporation and a
wholly owned first tier subsidiary of Tyco International Ltd., a
Bermuda company, EVM Merger Corp., a New York corporation and a
wholly owned first-tier subsidiary of Tyco Acquisition Corp. VI
(NV), and Mallinckrodt Inc., a New York corporation.
99.1 Joint Press Release, dated June 28, 2000.
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SIGNATURE
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 hereunto duly authorized.
Date: July 10, 2000
MALLINCKRODT INC.
By: /s/ Roger A. Keller
---------------------------------
Name: Roger A. Keller
Title: Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger, dated as of June 28, 2000, by and
among Tyco Acquisition Corp. VI (NV), a Nevada corporation and
a wholly owned first tier subsidiary of Tyco International
Ltd., a Bermuda company, EVM Merger Corp., a New York
corporation and a wholly owned first-tier subsidiary of Tyco
Acquisition Corp. VI (NV), and Mallinckrodt Inc., a New York
corporation.
99.1 Joint Press Release, dated June 28, 2000.
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