As filed with the Securities and Exchange Commission on October 27, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
-----------
INNERDYNE, INC.
(Name of Subject Company (Issuer))
-----------
TYCO INTERNATIONAL LTD.
and
TYCO ACQUISITION CORP. X
(Offerors)
(Names of Filing Persons (identifying status as
offeror, issuer or other person))
Common Stock, Par Value $0.01 Per Share
(Including the Associated Rights to Purchase Preferred Stock)
(Title of Class of Securities)
45764D102
(CUSIP Number of Class of Securities)
Mark H. Swartz
c/o Tyco International (US) Inc.
One Tyco Park
Exeter, New Hampshire 03833
(603) 778-9700
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
-----------
Copies to:
Abbe L. Dienstag, Esq. Fati Sadeghi, Esq.
Kramer Levin Naftalis & Frankel LLP Senior Corporate Counsel
919 Third Avenue Tyco International (US) Inc.
New York, New York 10022 One Tyco Park
(212) 715-9100 Exeter, New Hampshire 03833
(603) 778-9700
<PAGE>
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
/ X / third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
<PAGE>
-----------
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed by Tyco International Ltd. ("Tyco"), a
Bermuda company, and Tyco Acquisition Corp. X ("Tyco Acquisition"), a Delaware
corporation and a wholly-owned subsidiary of Tyco, with the Securities and
Exchange Commission on October 18, 2000. The Schedule TO relates to the offer by
Tyco Acquisition to exchange a fraction of a common share of Tyco, par value
$0.20 per share (the "Tyco Common Shares"), for each outstanding share of common
stock, par value $0.01 per share, of InnerDyne, Inc. ("InnerDyne"), a Delaware
corporation, including the associated rights to purchase preferred stock, based
on an exchange ratio of $7.50 divided by the Average Tyco Share Price (as
defined below), upon the terms and subject to the conditions set forth in the
Prospectus dated October 18, 2000 and in the related Letter of Transmittal,
copies of which have been filed as exhibits to this Schedule TO (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer"). The "Average Tyco Share Price" means the average of the daily
volume-weighted selling prices per Tyco Common Share on the New York Stock
Exchange (as reported by Bloomberg Financial Markets) for each of the five
consecutive trading days ending on the second trading day before the expiration
date preceding the first acceptance of shares for exchange in the Offer.
On October 27, 2000, Tyco and InnerDyne issued a press release
announcing the extension of the expiration date for the Offer from 12:00
midnight, New York City time on Tuesday, November 14, 2000 to 12:00 midnight,
New York City time on Wednesday, November 15, 2000. A copy of the press release
is incorporated by reference into the Schedule TO as Exhibit (a)(9).
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
Item 12 is amended by adding the following exhibit:
(a)(9) Press Release issued by Tyco and InnerDyne on October 27, 2000
(incorporated by reference to the filing by Tyco on Form 425 on October
27, 2000).
<PAGE>
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 27, 2000
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
----------------------
Name: Mark H. Swartz
Title: Executive Vice President and
Chief Financial Officer
<PAGE>
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 27, 2000
TYCO ACQUISITION CORP. X
By: /s/ Mark H. Swartz
-----------------------------
Name: Mark H. Swartz
Title: Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER
(a)(9) Press Release issued by Tyco and InnerDyne on October 27, 2000
(incorporated by reference to the filing by Tyco on Form 425 on
October 27, 2000).
