-----------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
(FINAL)
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
SIGMA CIRCUITS, INC.
(Name of Subject Company)
TYCO INTERNATIONAL LTD.
T10 ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of class of securities)
82655910
(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:
JOSHUA M. BERMAN, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 715-9100
Page 1 of 6 pages
Exhibit Index is located on page 5
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T10 Acquisition Corp., a Delaware corporation (the "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 June 5, 1998, as amended (the "Schedule 14D-1"), relating to the
Purchaser's offer to purchase all the outstanding shares of Common Stock, par
value $.001 per share (the "Shares"), of Sigma Circuits, 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) is hereby amended to add the following:
"The Offer of the Purchaser to purchase all outstanding Shares of the
Company expired at 12:00 midnight, New York City time, on Thursday, July 2,
1998. The tendered Shares were accepted by the Purchaser for payment, subject to
the terms of the Offer. Tyco issued a press release on July 6, 1998, in which it
disclosed that the Depositary had informed it that an aggregate of 3,977,701
Shares, representing approximately 93.4% of all the outstanding Shares
(including Shares subject to guaranteed delivery procedures), were tendered and
not withdrawn prior to the Expiration Date.
Certain statements in this document (including the exhibits hereto) are
"forward looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All forward looking statements involve risks and
uncertainties. In particular, any statements contained herein regarding the
consummation and benefits of future acquisitions, as well as expectations with
respect to future sales, operating efficiencies and product expansion, are
subject to known and unknown risks, uncertainties and contingencies, many of
which are beyond the control of the Purchaser and Tyco, which may cause actual
results, performance or achievements to differ materially from anticipated
results, performance or achievements. Factors that might affect such forward
looking statements include, among other things, overall economic and business
conditions, the demand for the Purchaser's and Tyco's goods and services,
competitive factors in the industries in which the Purchaser and Tyco compete,
changes in government regulation and the timing, impact and other uncertainties
of future acquisitions."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press release, issued July 6, 1998.
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: July 6, 1998
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
--------------------
Name: Mark H. Swartz
Title: Executive Vice President
3
<PAGE>
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: July 6, 1998
T10 ACQUISITION CORP.
By: /s/ Mark H. Swartz
------------------
Name: Mark H. Swartz
Title: Vice President
4
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ----
(a)(10) Press release issued on July 6, 1998 6
5
<PAGE>
FOR IMMEDIATE RELEASE CONTACT:
David P. Brownell
Senior Vice President
Tyco International (US) Inc.
(603) 778-9700
TYCO INTERNATIONAL COMPLETES TENDER OFFER FOR
SIGMA CIRCUITS, INC.
Hamilton, Bermuda, July 6, 1998 -- Tyco International Ltd. (NYSE-TYC,
LSE-TYI, BSX-TYC) announced today that the $10.50 per share cash tender offer
for all outstanding common shares of Sigma Circuits, Inc. (NASDAQ-SIGA)
("Sigma") expired by its terms at 12:00 midnight, New York City time, on July 2,
1998.
According to ChaseMellon Shareholder Services, L.L.C., the depositary,
3,977,701 common shares, representing approximately 93.4% of the outstanding
common shares of Sigma, 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, and has strong
leadership positions in disposable medical products, packaging materials, flow
control products, electrical and electronic components and underwater
telecommunications systems. The Company operates in more than 80 countries
around the world and has expected annual revenues in excess of $13 billion.
6
