<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended June 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-483
Title of the Plan -
INVESTMENT PLAN FOR EMPLOYEES OF
MALLINCKRODT INC.
Name and Address of the Issuer of the Securities
Held Pursuant to the Plan -
Mallinckrodt Inc.
675 McDonnell Boulevard
St. Louis, Missouri 63134
<PAGE>
Investment Plan for Employees
of Mallinckrodt Inc.
Financial Statements and
Supplemental Schedules
Years ended June 30, 2000 and 1999
with Independent Auditors' Report
<PAGE>
Investment Plan for Employees
of Mallinckrodt Inc.
Financial Statements and
Supplemental Schedules
Years ended June 30, 2000 and 1999
Contents
<TABLE>
<S> <C>
Independent Auditors' Report................................ 2
Financial Statements
Statements of Net Assets Available for Benefits............. 3
Statements of Changes in Net Assets Available for Benefits.. 4
Notes to Financial Statements............................... 5-12
Supplemental Schedules
Schedule of Assets Held for Investment Purposes............. 14
Schedule of Reportable Transactions......................... 15
</TABLE>
<PAGE>
Independent Auditors' Report
Plan Administrator
Investment Plan for Employees of
Mallinckrodt Inc.
We have audited the accompanying statements of net assets available for benefits
of the Investment Plan for Employees of Mallinckrodt Inc. as of June 30, 2000
and 1999 and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at June
30, 2000 and 1999, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of June 30, 2000 and reportable
transactions for the year then ended are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974 and are not
a required part of the basic financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a whole.
/s/ Stone Carlie & Company L.L.C.
St. Louis, Missouri
December 8, 2000
<PAGE>
Investment Plan for Employees of Mallinckrodt Inc.
Statement of Net Assets Available for Benefits
<TABLE>
<CAPTION>
June 30,
----------------------------------
2000 1999
-------------- ----------------
<S> <C> <C>
Investments at fair value:
Participant directed $390,860,690 $255,998,739
Non-participant directed 54,895,953 38,632,732
-------------- ----------------
Total investments 445,756,643 294,631,471
-------------- ----------------
Receivables:
Employer contributions 10,952,930 6,362,407
Participant contributions 921,754 689,031
-------------- ----------------
Total receivables 11,874,684 7,051,438
-------------- ----------------
Net assets available for benefits $457,631,327 $301,682,909
============== ================
</TABLE>
See notes to financial statements. Page 3
<PAGE>
Investment Plan for Employees of Mallinckrodt Inc.
Statement of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Years Ended June 30,
----------------------------------------
2000 1999
------------------- -------------------
<S> <C> <C>
Additions
Investment income:
Interest and dividend income $ 17,456,322 $ 8,212,843
Realized and unrealized gains, net 32,312,292 29,823,915
---------------- --------------------
Net investment income 49,768,614 38,036,758
---------------- --------------------
Contributions:
Employer cash 2,946,564 2,037,227
Employer common stock 10,842,673 6,277,600
Participant 25,847,729 16,927,305
---------------- --------------------
Total contributions 39,636,966 25,242,132
---------------- --------------------
Transfers from other plans 125,644,563 -
---------------- --------------------
Total additions 215,050,143 63,278,890
---------------- --------------------
Deductions
Cash and stock distributed to participants (56,911,359) (32,734,614)
Transfers to other plans (2,190,366) (1,788,228)
---------------- --------------------
Total deductions (59,101,725) (34,522,842)
---------------- --------------------
Net increase 155,948,418 28,756,048
Net assets available for benefits at beginning of year 301,682,909 272,926,861
---------------- --------------------
Net assets available for benefits at end of year $ 457,631,327 $ 301,682,909
================ =================
</TABLE>
Page 4
See notes to financial statements.
<PAGE>
Investment Plan for Employees of Mallinckrodt Inc.
Notes to Financial Statements
June 30, 2000 and 1999
1. Description of the Plan
General
This plan description is provided for general information purposes only.
Participants should refer to the September 1997 plan summary, which is part of
the prospectus for the Investment Plan for Employees of Mallinckrodt Inc. (the
Plan), for a more complete description of the provisions of the Plan. The Plan
was established effective July 1, 1970 and has been amended from time to time to
incorporate certain changes in plan features and other legislatively required
changes. All nonunion employees of Mallinckrodt Inc. (Mallinckrodt or the
Company) and certain wholly owned subsidiaries and certain union employees
employed in the U.S. or on a U.S. payroll are eligible to participate in the
Plan.
Plan Mergers
Effective July 1, 1999, the Nellcor Puritan Bennett Voluntary Investment Plus
Plan and the Mallinckrodt 401(k) Profit Sharing Plan for the Hobart Facility
were merged into the Plan and net assets of $123,077,429 and $2,567,134,
respectively, were merged in the Plan's assets.
Participation and Vesting
Eligible employees may join the Plan immediately upon being hired. Participants
are fully vested in all participant and employer contributions and the earnings
thereon.
Participants' Accounts
Separate accounts are maintained for each participant. Participant account
balances are adjusted daily for contributions, distributions, loans, income,
gains, and losses.
Contributions
Participants generally can contribute up to 15 percent of their base salaries on
a pre-tax, after-tax, or combined basis. The Company makes matching
contributions equal to 20 percent of a participant's eligible contributions.
Eligible contributions are limited to 6 percent of a participant's base monthly
salary.
The Company may make additional discretionary contributions ("Supermatch") each
year as determined by its Board of Directors. Supermatch contributions are made
in or invested in Mallinckrodt Inc. common stock. Supermatch contributions may
not be withdrawn, borrowed, or transferred from Company stock into another
investment fund except to the extent that the value of these contributions
credited to the participant's account after June 30, 1997 plus investment return
thereon exceeds 15 percent of the total value of the participant's accounts.
Page 5
<PAGE>
Investment Plan for Employees of Mallinckrodt Inc.
1. Description of the Plan (continued)
Contributions (continued)
Total employer contributions (including Supermatch) were equal to 96 percent and
84 percent of participants' eligible contributions for the years ended June 30,
2000 and 1999, respectively.
Contributions to the Plan, including employee and employer contributions, are
subject to various limitations imposed by the Internal Revenue Code.
Fund Asset Valuation
Participants' equity in each investment fund is valued in dollars each business
day (valuation date). As of each valuation date, the market value of the assets
in each of the investment funds is determined, and the increase or decrease of
each fund is allocated to each participant's account invested in that fund,
based on the participant's proportionate interest (units or shares) in such fund
as of the previous valuation date.
Investments
Participants direct investment of their contributions as well as employer
contributions among the following funds:
. State Street International Index Fund - This fund invests in equity
securities of companies located outside North and South America and is
structured to match returns of the Morgan Stanley Capital International
Europe, Australia, Far East (EAFE) Index.
. AMEX Trust Equity Index Fund II - This fund invests in equity securities of
companies with sector and industry weighting similar to the Standard and
Poor's 500.
. State Street Bond Market Fund - This fund invests primarily in investment
grade corporate, governmental and mortgage-backed bonds with the objective
of producing current income.
. AMEX Trust Money Market Fund II - This fund invests in high quality
commercial paper, bankers acceptance obligations, certificates of deposit,
and United States Treasury Bills with the object of providing high
liquidity, capital preservation, and generating moderate levels of current
income.
. PBHG Growth Fund - This mutual fund invests primarily in equity securities
of medium size domestic companies with the objective of long-term capital
growth.
Page 6
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Investment Plan for Employees of Mallinckrodt Inc.
1. Description of the Plan (continued)
Investments (continued)
. Fidelity Low-Price Stock Fund - This mutual fund invests primarily in equity
securities of medium size domestic companies with the objective of long-term
capital growth.
. IDS New Dimensions Fund - This mutual fund invests primarily in equity
securities of medium to large companies with the objective of long-term
capital growth.
. Dodge & Cox Fund - This mutual fund invests principally in the common stock
of large companies with the objective of long-term capital growth.
. Mallinckrodt Stock Fund - This fund is invested in Mallinckrodt Inc. common
stock.
. Lifestyle Funds (Aggressive, Moderate, and Conservative) - These funds
invest among the other fund options of the Plan in order to maintain an
overall investment asset allocation commensurate with either an aggressive,
moderate or conservative risk profile. Investments in the component funds
are periodically rebalanced in order to maintain the desired risk profile
amid market fluctuations.
. Stable Value Fund - This fund invests in Guaranteed Investment Contracts
issued by insurance companies and in the American Express Income Fund II.
The investment objective is to preserve principal and provide current
income.
Withdrawals
Participants may withdraw their balances in the Plan upon retirement,
termination of employment, or becoming disabled as defined by the Plan. Upon
termination of employment with Mallinckrodt or its affiliates, plan participants
generally may elect to receive a full or partial distribution, or may elect to
maintain their balances in the Plan.
Active participants can make hardship withdrawals of employee contributions in
certain circumstances and can make withdrawals of employer contributions on a
hardship or non-hardship basis. All such withdrawals are subject to various
restrictions, including Supermatch restrictions, and may be subject to income
tax penalties.
Page 7
<PAGE>
Investment Plan for Employees of Mallinckrodt Inc.
1. Description of the Plan (continued)
Loans to Participants
Participants may obtain loans from their plan accounts subject to certain terms,
as defined by the Plan. General purpose loans are made for periods of one to
five years and residential loans are made for periods of one to ten years. The
interest rate charged is the prime rate quoted in The Wall Street Journal on the
first business day of the month in which the loan is approved. Principal and
interest payments are made by payroll deductions or in lump-sum repayments and
are invested in the same manner as current contributions.
Plan Expenses
All expenses incurred in connection with acquisition or disposition of
securities and the operation of the investment funds, as well as the mutual
funds offered under the Plan, are charged directly against those funds and their
investment returns. All other administrative expenses of the Plan, such as
recordkeeping and disbursing expenses, trustee fees, counsel and accountant
expenses, and communication charges incurred by the Company for plan operations,
are charged to and paid by the Plan and allocated against participants'
accounts. The maximum administration charge against participant accounts is
limited to $60 per participant per plan year. In addition, specific transaction
charges, such as loan fees directed by participants, are charged to participant
accounts.
2. Summary of Significant Accounting Policies
Basis of Accounting
Plan accounting records are maintained on the accrual basis.
Investments
Investments in mutual funds are valued at quoted market prices. Investments in
the other funds except for the Stable Value Fund are valued at the quoted market
prices of the underlying securities. Investments in the Stable Value Fund
include insurance contracts valued at contract value, which approximates market
value.
Investment in the Stable Value Fund
At June 30, 2000 and 1999, the Stable Value Fund includes investments in the
American Express Trust Income Fund II and a guaranteed interest contract with
Transamerica Occidental Life Insurance Company (Transamerica). The contract
with Transamerica, dated November 2, 1989, provides guaranteed rates of interest
to be set annually on all new monies invested over the contract term. The rate
for each of the contract years beginning January 1, 2000 and 1999 is 6.85
percent and 6.5 percent, respectively, net of investment management fees.
Page 8
<PAGE>
Investment Plan for Employees of Mallinckrodt Inc.
2. Summary of Significant Accounting Policies (continued)
Investment in the Stable Value Fund (continued)
Because of limitations contained within insurance contracts held in the Stable
Value Fund, the plan administrator may be required to limit transfers from that
fund to minimize adverse market value adjustments. Also, the Stable Value Fund
prohibits direct transfers to the AMEX Trust Money Market Fund II. Transfers
from the Stable Value Fund to the AMEX Trust Money Market Fund II must be
directed through another fund for 90 days before final transfer to the AMEX
Trust Money Market Fund II.
Security Transactions
Purchases and sales of securities are accounted for on the trade date (date the
order to buy or sell is executed). Dividend income is recorded on the ex-
dividend date. Income from other investments is recorded as earned on an accrual
basis.
Plan Termination
Although Mallinckrodt has not expressed any intent to terminate the Plan, it is
free to do so at any time. In the event the Plan terminates, participants will
be entitled to receive a complete distribution of the balances held in their
respective plan accounts. Because all plan assets are allocated to plan
participants and a participant's benefit under the Plan equals the value of the
participant's account balance, the Plan is not subject to the insurance
provisions of the Pension Benefit Guarantee Corporation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts within the financial statements, as well as
amounts disclosed in the notes. While the Company uses its best estimates and
judgments, actual results could differ from those estimates.
Page 9
<PAGE>
3. Investments
The following presents investments of the Plan, including investments that
represent 5 percent or more of the Plan's net assets.
<TABLE>
<CAPTION>
Year Ended June 30,
---------------------------------------
2000 1999
---------------- --------------
<S> <C> <C>
Participant directed investments:
State Street International Index Fund
(shares - 366,500 and 313,363, respectively) $ 5,533,055 $ 4,064,949
American Express Trust Equity Index Fund II
(shares - 2,947,193 and 2,647,111, 116,979,994 98,390,451
respectively)
State Street Bond Fund
(shares - 365,630 and 299,984, respectively) 4,574,037 3,612,109
American Express Trust Money Market Fund II
(shares - 18,148,277 and 3,656,970, respectively) 18,148,277 3,656,970
PBHG Growth Fund
(shares - 774,268 and 301,037, respectively) 41,609,167 8,230,371
Fidelity Low-Price Stock Fund
(shares - 412,740 and 348,119, respectively) 9,847,982 8,542,853
IDS New Dimensions Fund (Y)
(shares - 1,307,409 and 531,681, respectively) 48,204,165 17,216,895
Dodge & Cox Stock Fund
(shares - 276,252 and 115,276, respectively) 25,649,984 12,489,017
AMEX Aggressive Fund
(units - 1,034,134 and 843,651, respectively) 18,186,276 11,714,938
AMEX Moderate Fund
(units - 1,408,074 and 448,252, respectively) 23,535,822 5,940,232
AMEX Conservative Fund
(units - 195,054 and 219,910, respectively) 2,670,873 2,880,382
Stable Value Fund
(units - 5,127,089 and 6,072,561, respectively) 62,729,929 69,858,742
Loans to participants 13,191,129 9,400,830
-------------- --------------
Total participant directed investments 390,860,690 255,998,739
-------------- --------------
Nonparticipant directed investments:
Mallinckrodt Stock Fund
(units - 5,668,142 and 4,657,352, respectively) 54,895,953 38,632,732
-------------- --------------
Total investments $ 445,756,643 $ 294,631,471
============== ==============
</TABLE>
Page 10
<PAGE>
4. Nonparticipant Directed Investments
The changes in net assets relating to the Mallinckrodt Stock Fund, a
nonparticipant directed investment, are as follows:
<TABLE>
<CAPTION>
Year Ended June 30,
------------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Investment Income
Interest and dividend income $ 950,157 $ 512,016
Realized and unrealized gains, net 8,843,051 8,435,531
------------ ------------
Net investment income 9,793,208 8,947,547
------------ ------------
Contributions
Employer cash 135,022 153,461
Employer common stock 10,842,557 6,277,600
Employee 1,634,546 1,554,858
------------ ------------
Total contributions 12,612,125 7,985,919
------------ ------------
Cash and stock distributed to participants (3,356,178) (3,281,200)
Net transfers from (to) participant directed investments 1,779,360 (2,243,253)
------------ ------------
(1,576,818) (5,524,453)
------------ ------------
Net increase 20,828,515 11,409,013
Nonparticipant directed investments including
contributions receivable at beginning of year 44,953,958 33,544,945
------------ ------------
Nonparticipant directed investments including
contributions receivable at end of year 65,782,473 44,953,958
Less contributions receivable directed to
nonparticipant directed investments (10,886,520) (6,321,226)
------------ ------------
Nonparticipant directed investments at end of year $ 54,895,953 $ 38,632,732
============ ============
</TABLE>
5. Federal Income Tax Status
On September 26, 1995, the Internal Revenue Service advised that the Plan, as
amended, qualifies under Section 401(a) of the Internal Revenue Code (IRC) and
that the Investment Trust for Employees of Mallinckrodt Inc., as amended,
established thereunder is exempt from federal income taxation under Section
501(a). Once qualified, the Plan is required to operate in conformity with the
IRC in order to maintain its qualification. The plan administrator and
Mallinckrodt's legal counsel are not aware of any course of action or series of
events that have occurred that might adversely affect the Plan's qualified
status.
Page 11
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6. Transactions With Parties-in-Interest
The only transactions with parties-in-interest were purchases and sales of
assets through AMEX. AMEX's fees are based on customary and reasonable rates
for such services and are paid by the Plan.
7. Transfers To Other Plans
The account balances of participants employed by certain divisions or
subsidiaries divested by the Company were transferred directly to the 401(k)
plans of the acquiring corporations. Such transfers to other plans were
$2,190,366 and $1,788,228 for the years ended June 30, 2000 and 1999,
respectively.
8. Subsequent Event
Effective October 17, 2000, Mallinckrodt Inc. was acquired by a subsidiary of
Tyco International Ltd. As a result of this acquisition, the Plan's investment
in shares of Mallinckrodt Inc. common stock was converted into shares of Tyco
International Ltd. common stock.
Page 12
<PAGE>
Investment Plan for Employees of Mallinckrodt Inc.
Supplemental Schedules
Page 13
<PAGE>
Investment Plan for Employees of Mallinckrodt Inc.
Schedule of Assets Held for Investment Purposes
June 30, 2000
<TABLE>
<CAPTION>
Identity of Issuer, Fair
or Party Involved Description Cost Value
----------------------------------------------------- ----------------------- ------------- --------------------
<S> <C> <C> <C>
American Express Trust Money Market Fund II 18,148,277 shares $18,148,277 $18,148,277
American Express Trust Equity Index Fund II 2,947,193 shares 85,439,132 116,979,994
State Street Daily Bond Fund Series C 365,630 shares 4,420,473 4,574,037
State Street International Index Fund 366,500 shares 4,430,989 5,533,055
Dodge & Cox Stock Fund 276,252 shares 29,133,520 25,649,984
Fidelity Low-Price Stock Fund 412,740 shares 9,521,917 9,847,982
IDS New Dimensions Fund (Y) 1,307,409 shares 43,013,751 48,204,165
Mallinckrodt Stock Fund 5,668,142 units 38,430,001 54,895,953
Stable Value Fund 5,127,089 units 55,731,453 62,729,929
AMEX Conservative Fund 195,054 units 2,405,014 2,670,873
AMEX Moderate Fund 1,408,074 units 18,276,455 23,535,822
AMEX Aggressive Fund 1,034,134 units 12,999,061 18,186,276
PBHG Growth Fund 774,268 shares 36,979,044 41,609,167
Participant Loans Interest from 6.0%
to 10.5% due
through 2010 - 13,191,129
</TABLE>
See independent auditors' report. Page 14
<PAGE>
Investment Plan for Employees of Mallinckrodt Inc.
Schedule of Reportable Transactions
Year Ended June 30, 2000
Category (iii) Series of Transactions in Excess of 5% of the
Current Value of Plan Assets at the Beginning of the Year
<TABLE>
<CAPTION>
Selling/ Current Value
Description Number of Purchase Maturity on Transaction Net
Identity of Party Involved of Asset Transactions Price Price Cost of Asset Date Gain (Loss)
---------------------------- ------------- -------------- ---------- ---------- ------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Mallinckrodt Inc. Stock 110 purchases $17,994,648 $17,994,647 $17,994,647
147 sales $11,216,934 15,646,023 11,216,934 ($4,429,089)
</TABLE>
See independent auditors' report. Page 15
<PAGE>
Signature Page
The Plan - Pursuant to the requirements of the Securities Exchange Act of 1934,
the undersigned, the persons who administer the Employee Benefit Plan and who
are duly authorized, have caused this annual report to be signed.
Investment Plan for Employees of Mallinckrodt Inc.
Employee Benefits Committee
<TABLE>
<CAPTION>
Signature Title Date
----------------------------------------------------------------------------------------
<S> <C> <C>
DAVID R. KUPFERER January 4, 2001
-------------------------------
David R. Kupferer Vice President, Human Resources
JOHN J. RIORDAN January 4, 2001
-------------------------------
John J. Riordan Vice President, Employee Benefits
</TABLE>
