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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 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
(AMENDMENT NO. 2)
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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:
<TABLE>
<S> <C>
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
</TABLE>
Check the appropriate boxes below to designate any transactions to which the
statement relates:
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/X/ third-party tender offer subject to Rule 14d-1. 603) 778-9700
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
</TABLE>
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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This Amendment No. 2 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO (this "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. This 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 (the "Shares"), 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 November 14, 2000,
amending and restating 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" shall mean
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.
1
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ITEMS 1 TO 11.
The information set forth in the Prospectus and the related Letter of
Transmittal is incorporated herein by reference with respect to Items 1 to 11 of
this Schedule TO.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(1) Prospectus dated November 14, 2000, amending and restating
the Prospectus dated October 18, 2000 (incorporated by
reference from Tyco's Registration Statement on Form S-4
(File No. 333-48180), as amended (the "Form S-4")).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
exhibit 99.1 to the Form S-4).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference to exhibit 99.2 to the Form S-4).
(a)(4) Form of Letter from Tyco Acquisition to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to exhibit 99.3 to the Form S-4).
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients (incorporated by
reference to exhibit 99.4 to the Form S-4).
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (incorporated
by reference to exhibit 99.5 to the Form S-4).
(a)(7) Summary Advertisement as published in THE WALL STREET
JOURNAL on October 18, 2000 (incorporated by reference to
exhibit 99.6 to the Form S-4).
(a)(8) Press Release issued by Tyco on October 4, 2000
(incorporated by reference to the filing by Tyco on Form 425
on October 4, 2000).
(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).
(a)(10) Joint Press release issued by Tyco and InnerDyne on
November 10, 2000 (incorporated by reference to the filing
by Tyco on Form 425 filed on November 13, 2000).
(a)(11) Joint Press release issued by Tyco and InnerDyne on
November 14, 2000.
(b) None.
(d)(1) Agreement and Plan of Merger, dated as of October 3, 2000,
among Tyco Acquisition, VLMS, Inc., a Delaware Corporation
and wholly-owned subsidiary of Tyco Acquisition, and
InnerDyne, and guaranteed by Tyco (incorporated by reference
to Annex A to the Prospectus).
(d)(2) Standstill Letter, dated October 4, 1999 between a
subsidiary of Tyco and InnerDyne.*
(d)(3) Dual Party Confidential Disclosure Agreement, dated
October 4, 1999 between a subsidiary of Tyco and InnerDyne.*
(g) None.
(h)(1) Tax opinion of PricewaterhouseCoopers LLP (incorporated by
reference to exhibit 8.1 to the Form S-4).
(h)(2) Tax opinion of Appleby Spurling & Kempe (incorporated by
reference to exhibit 8.3 to the Form S-4).
</TABLE>
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* Previously filed.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
2
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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: November 14, 2000
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TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
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Name: Mark H. Swartz
Title: Executive Vice President and
Chief Financial Officer
</TABLE>
3
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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: November 14, 2000
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TYCO ACQUISITION CORP. X
By: /s/ MARK H. SWARTZ
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Name: Mark H. Swartz
Title: Vice President
</TABLE>
4
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EXHIBIT INDEX
EXHIBIT NUMBER
<TABLE>
<S> <C>
(a)(1) Prospectus dated November 14, 2000, amending and restating
the Prospectus dated October 18, 2000 (incorporated by
reference from Tyco's Registration Statement on Form S-4
(File No. 333-48180), as amended (the "Form S-4")).
(a)(2) Form of Letter of Transmittal (incorporated by reference to
exhibit 99.1 to the Form S-4).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference to exhibit 99.2 to the Form S-4).
(a)(4) Form of Letter from Tyco Acquisition to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to exhibit 99.3 to the Form S-4).
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients (incorporated by
reference to exhibit 99.4 to the Form S-4).
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (incorporated
by reference to exhibit 99.5 to the Form S-4).
(a)(7) Summary Advertisement as published in THE WALL STREET
JOURNAL on October 18, 2000 (incorporated by reference to
exhibit 99.6 to the Form S-4).
(a)(8) Press Release issued by Tyco on October 4, 2000
(incorporated by reference to the filing by Tyco on Form 425
on October 4, 2000).
(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).
(a)(10) Joint Press release issued by Tyco and InnerDyne on
November 10, 2000 (incorporated by reference to Tyco's
Form 425 filed on November 13, 2000).
(a)(11) Joint Press release issued by Tyco and InnerDyne on
November 14, 2000.
(b) None.
(d)(1) Agreement and Plan of Merger, dated as of October 3, 2000,
among Tyco Acquisition, VLMS, Inc., a Delaware Corporation
and wholly-owned subsidiary of Tyco Acquisition, and
InnerDyne, and guaranteed by Tyco (incorporated by reference
to Annex A to the Prospectus).
(d)(2) Standstill Letter, dated October 4, 1999 between a
subsidiary of Tyco and InnerDyne.*
(d)(3) Dual Party Confidential Disclosure Agreement, dated
October 4, 1999 between a subsidiary of Tyco and InnerDyne.*
(g) None.
(h)(1) Tax opinion of PricewaterhouseCoopers LLP (incorporated by
reference to exhibit 8.1 to the Form S-4).
(h)(2) Tax opinion of Appleby Spurling & Kempe (incorporated by
reference to exhibit 8.3 to the Form S-4).
</TABLE>
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* Previously filed.
5
