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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)
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INNERDYNE, INC.
(Name of Subject Company (Issuer))
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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)
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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
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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: /X/
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This Final Amendment (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO, as previously amended, originally 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. This Schedule TO relates to the offer (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 (the "Shares").
The Offer, including the additional period, expired at 6:00 p.m. on
Friday, December 1, 2000. Tyco Acquisition was advised by ChaseMellon
Shareholder Services LLC, the exchange agent for the Offer, that a total of
21,679,543 Shares were tendered in the Offer (including 237,899 Shares through
notice of guaranteed delivery), which constitutes approximately 91.4% of the
total number of outstanding Shares.
As soon as practicable, InnerDyne will be merged with a subsidiary of
Tyco under Delaware's short-form merger procedure. In the merger, stockholders
will receive the same consideration of 0.1337 Tyco Common Shares per Share as
received by stockholders who tendered in the Offer.
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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: December 4, 2000
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
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Name: Mark H. Swartz
Title: Executive Vice President and
Chief Financial Officer
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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: December 4, 2000
TYCO ACQUISITION CORP. X
By: /s/ MARK H. SWARTZ
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Name: Mark H. Swartz
Title: Vice President
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