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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 12, 1999
RAYCHEM CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 2-15299 94-1369731
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification Number)
Incorporation)
300 Constitution Drive
Menlo Park, California 94025
(650) 361-3333
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(Addresses, including zip code, and telephone numbers,
including area code, of principal executive offices)
NONE
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(Former Name or Former Address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Reference is made to the press release issued to the public by Tyco
International Ltd. on August 12, 1999, the text of which is attached hereto
as Exhibit 99.1 for a description of the events reported pursuant to this
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
99.1 Text of press release dated August 12, 1999.
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SIGNATURES
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.
RAYCHEM CORPORATION
DATE: August 12, 1999 By: /s/ Karen O. Cottle
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Name: Karen O. Cottle
Title: Vice President, General
Counsel and Secretary
2
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INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION PAGE
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99.1 Text of press release dated August 12, 1999
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Raychem Shareholders Approve Acquisition By Tyco
HAMILTON, Bermuda, Aug. 12 /PRNewswire/ -- Tyco International Ltd. (NYSE:
TYC; LSE: TYI; BSX: TYC), a diversified manufacturing and service company,
announced today that Raychem Corporation's (NYSE: RYC) shareholders have
overwhelmingly approved Tyco's acquisition of Raychem. The merger is
expected to close today.
Raychem, with annual revenues of approximately $1.8 billion, is a leading
international designer, manufacturer and distributor of high-performance
electronic products for OEM businesses and a broad range of specialized
telecommunications, energy and industrial applications.
"Raychem is highly complementary with Tyco's products and customers,
providing an excellent strategic fit with the Tyco Electronics Group, and an
immediate positive impact to earnings," said L. Dennis Kozlowski, Tyco's
Chairman and Chief Executive Officer. "Through our continued due diligence
and our focus on planning the integration of Raychem's businesses into Tyco,
we gained a high degree of confidence that our initial assessment of cost
savings and growth opportunities were easily attainable. Additionally, our
most recent quarter showed strong organic growth at both our existing AMP
business and at Raychem, and we anticipate upside opportunities for both
going forward," he added.
Pursuant to the merger agreement, shareholders of Raychem will receive
cash, a fraction of a Tyco common share, or a combination of cash and a
fraction of a Tyco common share, in each case having a value of $18.50 plus
the value of 0.2070 of a Tyco common share, for each share of Raychem common
stock. The value of a Tyco common share for these purposes will be the
average of the volume weighted average sales prices per Tyco common share on
the New York Stock Exchange for the three consecutive trading days ending
Monday, August 16. A total of approximately $1.435 billion in cash and 16.1
million Tyco shares will be issued as consideration. The cash and share
allotment to individual shareholders will be made based upon elections made
prior to today's shareholder meeting, subject to proration. Tyco intends to
announce the final proration when it becomes available following the
averaging period. A preliminary tabulation indicates 34.81 million shares
elected to receive all cash, 38.29 million shares elected to receive Tyco
common shares, 0.05 million shares elected to make no election and 4.66
million shares were not tendered. At the close of business on August 12,
1999, the price of Tyco was $98.50 per share.
Tyco International Ltd., a diversified manufacturing and service company,
is the world's largest manufacturer, installer, and provider of fire
protection systems and electronic security services, the largest manufacturer
and servicer of electrical and electronic components and underwater
telecommunications systems, the largest manufacturer of flow control valves,
and has strong leadership positions in disposable medical products, plastics,
and adhesives. The Company operates in more than 80 countries around the
world and has expected fiscal 1999 revenues in excess of $22 billion.
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FORWARD LOOKING INFORMATION
Comments in this earnings release concerning the impact from Raychem on
earnings, the ability of achieve cost reductions and growth goals, and
expected fiscal 1999 revenues are forward-looking statements, which are based
on management's good faith expectations and belief concerning future
developments. Actual results may materially differ from these expectations as
a result of many factors, relevant examples of which are set forth in the
"Management Discussion and Analysis" section of the Company's 1998 Annual
Report to Shareholders and the Company's 1998 Annual Report on Form 10-K.
