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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Keystone International Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[KEYSTONE INTERNATIONAL, INC. LETTERHEAD]
August 11, 1997
IMPORTANT REMINDER
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Dear Shareholder:
Important proxy materials relating to the special meeting of
shareholders of Keystone International, Inc. ("Keystone") to be held on
Thursday, August 28, 1997 at 3:00 p.m., Central time, at the Texas Commerce
Tower, 600 Travis, 25th Floor Conference Room, Houston, Texas (the "Special
Meeting") were mailed to you on or about July 30, 1997.
According to our records, your proxy card has not yet been received.
Regardless of the number of shares you own, it is important that your shares are
represented at the Special Meeting. For the reasons set forth in the Proxy
Statement/Prospectus dated July 29, 1997, the Board of Directors recommends
that you vote FOR the proposal to approve the Merger and the Merger Agreement.
If you recently returned your proxy, please disregard this reminder notice.
At the Special Meeting, Keystone's shareholders will vote on a proposal
to approve the merger (the "Merger") of Keystone and T8 Acquisition Corp.
("Merger Sub"), which is the wholly-owned subsidiary of Tyco International,
Ltd., a Bermuda corporation ("Tyco"), and to approve the Agreement and Plan of
Merger dated May 20, 1997 (the "Merger Agreement") by and among Keystone, Tyco
International Ltd., a Massachusetts corporation now named Tyco International
(US) Inc. ("Old Tyco"), and Merger Sub, successor by assignment to T6
Acquisition Corp., a subsidiary of Old Tyco. If the Merger Agreement is approved
and the Merger becomes effective, Keystone will become a wholly-owned subsidiary
of Tyco, and Keystone common stock will be converted into shares of Tyco common
stock as determined in accordance with an exchange ratio described in the
materials previously provided to you (the "Exchange Ratio").
Keystone's Board of Directors has carefully considered the Merger and
the Merger Agreement and believes it is fair and in the best interest of
Keystone and its shareholders. Approval of the Merger and the Merger Agreement
requires the affirmative vote of holders of two-thirds of all outstanding shares
of Keystone common stock. A failure to vote, either by not returning the proxy
card or by checking the "Abstain" box thereon, will have the same effect as a
vote against approval of the Merger and the Merger Agreement.
If you have any questions about voting your shares, please do not
hesitate to call our proxy solicitor, Corporate Investor Communications, Inc.
at (800) 541-0287. For updated information regarding the average daily
trading price of Tyco common stock and the Exchange Ratio, please call (800)
631-0984. We appreciate your prompt attention to this important matter.
Very truly yours,
/s/ DONNA D. MOORE
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Donna D. Moore, Secretary
