<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 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
------------------------
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)
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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>
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CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION (*) AMOUNT OF FILING FEE(**)
<S> <C>
$185,185,604 $37,037
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act
of 1934, based on the product of (i) $6.96875, the average of the high and
low sales prices of InnerDyne common stock on the Nasdaq National Market on
October 16, 2000 and (ii) 26,573,719, the expected maximum number of shares
of InnerDyne common stock to be acquired in the offer and the merger.
** Calculated as 1/50 of 1% of the transaction value.
/ /X Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $48,889 Filing Party: Tyco International Ltd.
Form or Registration No.: Form S-4 Date Filed: October 18, 2000
/ / 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:
<TABLE>
<S> <C>
/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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<PAGE>
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This Tender Offer Statement on Schedule TO (this "Schedule TO"), is 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. 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 October 18, 2000 (the "Prospectus") and in the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and
(a)(2) (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
<PAGE>
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.
<TABLE>
<S> <C>
(a)(1) Prospectus dated October 18, 2000 (incorporated by reference
from Tyco's Registration Statement on Form S-4 filed on
October 18, 2000 (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).
(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>
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
2
<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 18, 2000
<TABLE>
<S> <C> <C>
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
-----------------------------------------
Name: Mark H. Swartz
Title: Executive Vice President and
Chief Financial Officer
</TABLE>
3
<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 18, 2000
<TABLE>
<S> <C> <C>
TYCO ACQUISITION CORP. X
By: /s/ MARK H. SWARTZ
-----------------------------------------
Name: Mark H. Swartz
Title: Vice President
</TABLE>
4
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER
<TABLE>
<S> <C>
(a)(1) Prospectus dated October 18, 2000 (incorporated by reference
from Tyco's Registration Statement on Form S-4 filed on
October 18, 2000 (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).
(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>
5
