<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1997
FILE NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
BERMUDA NOT APPLICABLE
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
</TABLE>
THE GIBBONS BUILDING
10 QUEEN STREET, SUITE 301
HAMILTON HM11, BERMUDA
(441) 292-8374
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MARK H. SWARTZ
C/O TYCO INTERNATIONAL (US) INC.
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(603) 778-9700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
*Tyco International Ltd. maintains its registered offices at The Gibbons
Building, 10 Queen Street, Suite 301, Hamilton HM11, Bermuda. The executive
offices of the subsidiary that supervises the activities of the subsidiaries of
Tyco International Ltd. in North America is located at One Tyco Park, Exeter,
New Hampshire 03833. The telephone number there is (603) 778-9700.
COPIES TO:
JOSHUA M. BERMAN, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1)
<S> <C> <C> <C>
Debt Securities (2).......................................
Common Shares, par value $0.20 per share (3)..............
Share Purchase Contracts (4)(6)...........................
Share Purchase Units(5)(6)................................
Total..................................................... U.S.$2,000,000,000(7) 100% U.S.$2,000,000,000(7)
<CAPTION>
AMOUNT OF
TITLE OF EACH CLASS OF REGISTRATION
SECURITIES TO BE REGISTERED FEE
<S> <C>
Debt Securities (2).......................................
Common Shares, par value $0.20 per share (3)..............
Share Purchase Contracts (4)(6)...........................
Share Purchase Units(5)(6)................................
Total..................................................... U.S.$590,000(8)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and
exclusive of accrued interest, if any.
(2) Subject to note (7) below, there are being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from time
to time, by the Registrant. If any Debt Securities are issued at an original
issue discount, then the offering price shall be in such greater principal
amount as shall result in an aggregate initial offering price not to exceed
U.S.$2,000,000,000, less the dollar amount of any securities previously
issued hereunder.
(3) Subject to note (7) below, there are being registered hereunder an
indeterminate number of Common Shares as may be sold, from time to time, by
the Registrant.
(4) Subject to note (7) below, there are being registered hereunder an
indeterminate amount and number of Share Purchase Contracts, representing
rights to purchase Common Shares, as may be sold from time to time by the
Registrant.
(5) Subject to note (7) below, there are being registered hereunder an
indeterminate amount and number of Share Purchase Units, representing
ownership of Share Purchase Contracts and Debt Securities or debt
obligations of third parties, including U.S. Treasury Securities, as may be
sold from time to time by the Registrant.
(6) Includes an indeterminate number of Common Shares issuable upon settlement
of the Share Purchase Contracts or Share Purchase Units.
(7) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
U.S.$2,000,000,000, or its equivalent if some or all of the Debt Securities
are denominated in one or more foreign currencies, foreign currency units or
composite currencies. Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder.
(8) The amount of registration fee, calculated in accordance with Section 6(b)
of the Securities Act of 1933, as amended, and Rule 457(o) promulgated
thereunder, is .000295 of the maximum aggregate offering price at which the
securities registered pursuant to this Registration Statement are proposed
to be offered.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED DECEMBER 24, 1997
$2,000,000,000
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TYCO INTERNATIONAL LTD.
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DEBT SECURITIES
COMMON SHARES
SHARE PURCHASE CONTRACTS
SHARE PURCHASE UNITS
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Tyco International Ltd. (the "Company" or "Tyco") may offer from time to
time (i) unsecured debt securities ("Debt Securities") consisting of debentures,
notes and/or other evidences of unsecured indebtedness in one or more series,
(ii) common shares, par value $0.20 per share ("Common Shares"), (iii) Share
Purchase Contracts ("Share Purchase Contracts") to purchase Common Shares or
(iv) Share Purchase Units ("Share Purchase Units"), each representing ownership
of a Share Purchase Contract and Debt Securities or debt obligations of third
parties, including U.S. Treasury securities, securing the holder's obligation to
purchase Common Shares under the Share Purchase Contracts (the Debt Securities,
Common Shares, Share Purchase Contracts and Share Purchase Units are
collectively referred to as "Securities"), or any combination of the foregoing,
at an aggregate initial offering price not to exceed U.S.$2,000,000,000, or its
equivalent if some or all of the Debt Securities are denominated in one or more
foreign currencies, at prices and on terms to be determined at or prior to the
time of sale in light of market conditions at the time of sale.
Specific terms of the particular Securities in respect of which this
Prospectus is being delivered will be set forth in one or more accompanying
Prospectus Supplements (each a "Prospectus Supplement"), together with the terms
of the offering of the Securities and the initial price and the net proceeds to
the Company from the sale thereof. The Prospectus Supplement will set forth with
regard to the particular Securities, without limitation, the following: (i) in
the case of Debt Securities, the specific designation, aggregate principal
amount, ranking as senior debt or subordinated debt, authorized denomination,
maturity, rate or method of calculation of interest and dates for payment
thereof, any exchangeability, conversion, redemption, prepayment or sinking fund
provisions, the currency or currencies or currency unit or currency units in
which principal, premium, if any, or interest, if any, is payable, any
modification of the covenants and any other specific terms thereof; (ii) in the
case of Common Shares, the number of shares of Common Shares and the terms of
the offering and sale thereof; (iii) in the case of Share Purchase Contracts,
the number of Common Shares issuable thereunder, the purchase price of the
Common Shares, the date or dates on which the Common Shares are required to be
purchased by the holders of the Share Purchase Contracts, any periodic payments
required to be made by the Company to the holders of the Share Purchase
Contracts or visa versa, and the terms of the offering and sale thereof; and
(iv) in the case of Share Purchase Units, the specific terms of the Share
Purchase Contracts and any Debt Securities or debt obligations of third parties
securing the holder's obligation to purchase Common Shares under the Share
Purchase Contracts, and the terms of the offering and sale thereof. The amounts
payable by the Company in respect of Debt Securities may be calculated by
reference to the value, rate or price of one or more specified commodities,
currencies or indices as set forth in the Prospectus Supplement. The Prospectus
Supplement will also contain information, where applicable, about certain United
States federal income tax considerations relating to the holders of Securities
covered by the Prospectus Supplement.
The Company may sell Securities offered hereby to or through underwriters or
dealers, and also may sell Securities directly to other purchasers or through
agents. The Prospectus Supplement will also set forth the names of the
underwriters, dealers and agents involved in the sale of the Securities offered
hereby, the principal amounts, if any, to be purchased by the underwriters or
agents and the compensation, if any, of such underwriters or agents and any
applicable commissions or discounts. The net proceeds to the Company from the
sale of the Securities offered hereby will also be set forth in the Prospectus
Supplement.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------
The date of this Prospectus is , 1997.
<PAGE>
No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Prospectus or
the accompanying Prospectus Supplement and, if given or made, such information
or representation must not be relied upon as having been authorized by the
Company or any underwriter, dealer or agent. Neither the delivery of this
Prospectus or the accompanying Prospectus Supplement nor any sale made hereunder
or thereunder shall, under any circumstances, create an implication that the
information contained herein or in the accompanying Prospectus Supplement is
correct as of any date subsequent to the date hereof or thereof or that there
has been no change in the affairs of the Company since the date hereof or
thereof. Neither this Prospectus nor the accompanying Prospectus Supplement
constitutes an offer to sell or a solicitation of an offer to buy Securities in
any jurisdiction in which such offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so or
to any person to whom it is unlawful to make such offer or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), all of which may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Chicago
Regional Office, Suite 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661; and New York Regional Office, Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. The
Commission maintains a site on the World Wide Web, and the reports, proxy
statements and other information filed by the Company with the Commission may be
accessed electronically on the Web at http:/ /www.sec.gov. Such material can
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, where the Common Shares are listed.
This Prospectus constitutes part of a Registration Statement on Form S-3
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus omits certain of the information
contained in the Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the Common Shares. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in each instance,
where a copy of such document has been filed as an exhibit to the Registration
Statement or otherwise has been filed with the Commission, reference is made to
the copy of the applicable document so filed. Each such statement is qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus:
The Company's Transition Report on Form 10-K for the fiscal year ended
September 30, 1997.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Securities made hereby shall
be deemed to be incorporated by reference into this Prospectus from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.
2
<PAGE>
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner of Securities, upon
the written or oral request of any such person, a copy of any and all of the
documents that have been or may be incorporated by reference herein other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Such requests should be directed to David
Brownell, Senior Vice President, Tyco International (US) Inc., One Tyco Park,
Exeter, New Hampshire 03833 (telephone: (603) 778-9700).
3
<PAGE>
THE COMPANY
Tyco International Ltd. ("Tyco" or the "Company") is a diversified
manufacturing and service company that, through its subsidiaries, operates in
four segments: (i) the manufacture and distribution of disposable medical
supplies and other specialty products, and the conduct of vehicle auctions and
related services; (ii) the design, manufacture, installation and service of fire
detection and suppression systems, and the installation, monitoring and
maintenance of electronic security systems; (iii) the manufacture and
distribution of flow control products; and (iv) the manufacture and distribution
of electrical and electronic components, and the design, manufacture,
installation and service of undersea cable communication systems.
Tyco's strategy is to be the low-cost, high quality producer and provider in
each of its markets. It promotes its leadership position by investing in
existing businesses, developing new markets and acquiring complementary
businesses and products. Combining the strengths of its existing operations and
its business acquisitions, Tyco seeks to enhance shareholder value through
increased earnings per share and strong cash flows.
On July 2, 1997, Tyco International Ltd., a Massachusetts corporation
("Former Tyco"), merged with a subsidiary of the Company, and the Company
continued as the surviving public corporation. In connection with the merger,
the Company changed its name from ADT Limited to Tyco International Ltd.
The Company is a Bermuda company. Its registered offices are located at The
Gibbons Building, 10 Queen Street, Hamilton HM11 Bermuda, and its telephone
number is (441) 292-8674. The executive office of the subsidiary that supervises
the activities of the subsidiaries of Tyco International Ltd. in North America
is located at One Tyco Park, Exeter, New Hampshire 03833, and its telephone
number is (603) 778-9700.
CURRENT DEVELOPMENTS
On December 20, 1997, the Company entered into an agreement to purchase from
American Home Products Corporation its Sherwood-Davis & Geck division
("Sherwood") for $1.77 billion in cash. Sherwood, with annual revenues of
approximately $1.0 billion, is a global manufacturer of medical and surgical
devices, including catheters, needles and syringes, sutures, thermometers and
other specialized disposable medical products. The Company expects to consummate
the transaction in the second quarter of its 1998 fiscal year and to initially
finance the transaction through a new bank credit facility.
The Company reviews acquisition opportunities in the ordinary course of its
business, some of which may be material and some of which are currently under
investigation, discussion or negotiation.
USE OF PROCEEDS
Except as otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Securities to
refinance, in part, existing indebtedness, to finance, in part, the cost of
acquisitions, including Sherwood, and for general corporate purposes. Funds not
required immediately for such purposes may be invested temporarily in short-term
marketable securities.
4
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for the nine month transitional fiscal year ended September 30,
1997, and the years ended December 31, 1996, 1995, 1994 and 1993.
<TABLE>
<CAPTION>
FISCAL YEAR YEAR ENDED DECEMBER
ENDED
SEPTEMBER 31,
30, --------------------
1997(3) 1996 1995 1994
--------------- ----- --------- ---------
<S> <C> <C> <C> <C>
Ratio of earnings to fixed charges(1)(2)................................. (4) (4) 3.00 3.33
<CAPTION>
1993
---------
<S> <C>
Ratio of earnings to fixed charges(1)(2)................................. 2.76
</TABLE>
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(1) For purposes of determining the ratio of earnings to fixed charges, earnings
consist of income (loss) before income taxes, cumulative effect of change in
accounting methods and extraordinary items, and fixed charges. Fixed charges
consist of interest on indebtedness, amortization of debt expenses and
one-third of rent expense which is deemed representative of an interest
factor.
(2) On July 2, 1997, a wholly-owned subsidiary of the Company merged with Former
Tyco. On August 27, 1997, the Company consummated a merger with INBRAND
Corporation, and, on August 29, 1997, the Company consummated a merger with
Keystone International, Inc. Each of the three merger transactions qualifies
for pooling of interests basis of accounting. As such, the ratio of earnings
to fixed charges for the nine months ended September 30, 1997 and the years
ended December 31, 1996, 1995, 1994 and 1993 include the effect of the
mergers, except that the calculation presented above for periods prior to
January 1, 1997 does not include INBRAND due to immateriality.
Prior to the respective mergers, ADT and Keystone had calendar year ends and
Former Tyco and INBRAND had June 30 fiscal year ends. The historical results
upon which the ratios are based have been combined using a calendar year end
for ADT, Keystone and Former Tyco for the year ended December 31, 1996. For
1995, 1994, and 1993, the ratio of earnings to fixed charges reflects the
combination of ADT and Keystone with a calendar year end and Former Tyco
with a June 30 fiscal year end.
(3) In September 1997, the Company changed its fiscal year end from December 31
to September 30. The fiscal year ended September 30, 1997 represents the
nine month period ended September 30, 1997.
(4) Earnings were insufficient to cover fixed charges by $589.7 million and
$61.2 million in 1997 and 1996, respectively.
Earnings for the nine months ended September 30, 1997 and the year ended
December 31, 1996 included merger, restructuring and other nonrecurring
charges of $917.8 million and $246.1 million, respectively. Earnings also
include a charge for the impairment of long-lived assets of $148.4 million
and $744.7 million, respectively in the 1997 and 1996 periods. The 1997
period also includes a write off of purchased in process research and
development of $361.0 million.
On a pro forma basis the ratio of earnings to fixed charges excluding merger,
restructuring and other nonrecurring charges, charge for the impairment of
long-lived assets and write off of purchased in process research and
development would have been 5.44x and 4.68x for the nine months ended
September 30, 1997 and year ended December 31, 1996, respectively.
5
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby will be issued under one or more
indentures as of a date on or before the first issuance of the Debt Securities
to which it relates (hereinafter referred to collectively as the "Indenture" or
individually, as an "applicable Indenture"), between the Company and a trustee
or trustees to be named in the applicable Prospectus Supplement (hereinafter
referred to as the "Trustee"). The following statements are subject to, and may
be modified, supplemented or amended by, the detailed provisions of the
Indenture, a copy of which will be filed by means of a post-effective amendment
to this Registration Statement or Form 8-K prior to the time any sales of Debt
Securities are made. The Indenture will be subject to, and governed by, the
Trust Indenture Act of 1939, as amended. The statements made hereunder relating
to the Indenture and the Debt Securities to be issued thereunder are summaries
of certain provisions thereof, do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture and such Debt Securities. Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Indenture.
The particular terms of the Debt Securities offered by a Prospectus
Supplement will be described in the particular Prospectus Supplement, along with
any applicable modifications of or additions to the general terms of the Debt
Securities as described herein and in the applicable Indenture and any
applicable material federal income tax considerations. Accordingly, for a
description of the terms of any series of Debt Securities, reference must be
made to both the Prospectus Supplement relating thereto and the description of
the Debt Securities set forth in this Prospectus.
GENERAL
The Indenture will not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and will provide that the Debt
Securities may be issued from time to time in one or more series unless
otherwise provided in such Indenture and the applicable Prospectus Supplement.
Unless otherwise provided in the applicable Indenture and specified in the
applicable Prospectus Supplement, Debt Securities offered pursuant to this
Prospectus will be direct, unsecured and unsubordinated obligations of the
Company and will rank equally with other unsecured and unsubordinated
obligations of the Company for money borrowed. Except as may be provided in the
applicable Indenture and set forth in the applicable Prospectus Supplement, the
Indenture will not limit other indebtedness or securities which may be incurred
or issued by the Company or any of its subsidiaries or contain financial or
similar restrictions on the Company or any of its subsidiaries. Except as may be
provided in the applicable Indenture and set forth in the applicable Prospectus
Supplement, the Company's rights and the rights of its creditors, including
holders of Debt Securities, to participate in any distribution of assets of any
subsidiary upon the latter's liquidation or reorganization or otherwise will be
effectively subordinated to the claims of the subsidiary's creditors, except to
the extent that the Company or any of its creditors may itself be a creditor of
that subsidiary.
A Prospectus Supplement will set forth where applicable the following terms
of and information relating to the Debt Securities offered pursuant to this
Prospectus: (i) the designation of the Debt Securities; (ii) the aggregate
principal amount of the Debt Securities; (iii) the date or dates on which
principal of, and premium, if any, on the Debt Securities is payable; (iv) the
rate or rates at which the Debt Securities shall bear interest, if any, or the
method by which such rate shall be determined, the date or dates from which
interest will accrue and on which such interest will be payable and the related
record dates; (v) if other than the offices of the Trustee, the place where the
principal of and any premium or interest on the Debt Securities will be payable;
(vi) any redemption, repayment or sinking fund provisions; (vii) if other than
denominations of $1,000 or multiples thereof, the denominations in which the
Debt Securities will be issuable; (viii) if other than the principal amount
thereof, the portion of the principal amount due upon acceleration; (ix) whether
the Debt Securities shall be issued in the form of a global
6
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security or securities; (x) any other specific terms of the Debt Securities
(which may, for example, include the currency, and any index used to determine
the amount, of payment of principal of and any premium and interest on the Debt
Securities); and (xi) if other than the Trustee, the identity of any trustees,
paying agents, transfer agents or registrars with respect to the Debt
Securities.
Unless otherwise provided in the applicable Indenture and specified in the
applicable Prospectus Supplement, Debt Securities offered pursuant to this
Prospectus will be issued either in certificated, fully registered form, without
coupons, or as global notes under a book-entry system.
Unless otherwise provided in the applicable Indenture and specified in the
applicable Prospectus Supplement, principal and premium, if any, will be
payable, and the Debt Securities offered pursuant to this Prospectus will be
transferable and exchangeable without any service charge, at the office of the
Trustee. However, the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with any such
transfer or exchange.
Interest, if any, on any series of Debt Securities offered pursuant to this
Prospectus will be payable on the interest payment dates set forth in the
accompanying Prospectus Supplement to the persons described in the accompanying
Prospectus Supplement.
If Debt Securities offered pursuant to this Prospectus are issued as
original issue discount securities (bearing no interest or interest at a rate
which at the time of issuance is below market rates) to be sold at more than a
DE MINIMIS discount below their stated principal amount, the federal income tax
consequences to the holders of Debt Securities and other special considerations
applicable to such original issue discount securities will be as provided in the
applicable Indenture and as described in the Prospectus Supplement.
Unless otherwise provided in the applicable Indenture and described in the
applicable Prospectus Supplement, there are no covenants or provisions contained
in the Indenture which afford the holders of Debt Securities offered pursuant to
this Prospectus protection in the event of a highly leveraged transaction,
reorganization, restructuring, merger or similar transaction involving the
Company. The consummation of any highly leveraged transaction, reorganization,
restructuring, merger or similar transaction could cause a material decline in
the credit quality of the outstanding Debt Securities.
BOOK-ENTRY SYSTEM
If so provided in the applicable Indenture and specified in the applicable
Prospectus Supplement, Debt Securities of any series offered pursuant to this
Prospectus may be issued under a book-entry system in the form of one or more
global securities ("Global Securities"). Each Global Security will be deposited
with, or on behalf of, a depositary or its nominee, identified in the
accompanying Prospectus Supplement (the "Depository"). The Global Securities
will be registered in the name of the Depositary or its nominee. The specific
terms of the depository arrangement with respect to any series of Debt
Securities, or portion thereof, to be represented by a Global Security will be
described in the applicable Indenture and the applicable Prospectus Supplement.
COVENANTS
Any covenants, including any restrictive covenants, of the Company with
respect to any series of Debt Securities will be described in the applicable
Indenture and the applicable Prospectus Supplement.
MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE
Unless otherwise provided in the applicable Indenture and described in the
applicable Prospectus Supplement, the Indenture will provide that the Company
will not merge or consolidate with any other corporation and will not sell,
lease or convey all or substantially all of its assets to any person, unless the
Company shall be the continuing corporation, or the successor corporation or
person that acquires all or substantially all of the assets of the Company shall
expressly assume the payment of principal of, premium,
7
<PAGE>
if any, and interest on the Debt Securities and the observance of all the
covenants and agreements under the Indenture to be performed or observed by the
Company, and immediately after such merger, consolidation, sale, lease or
conveyance, the Company, such person or such successor corporation shall not be
in default in the performance of the covenants and agreements of the Indenture
to be performed or observed by the Company.
EVENTS OF DEFAULT
Unless otherwise provided in the applicable Indenture and described in the
applicable Prospectus Supplement, an Event of Default with respect to Debt
Securities of any series issued under the Indenture will be defined in the
Indenture as being: default for 30 days in payment of any interest upon any Debt
Securities of such series; default in any payment of principal of or premium, if
any, on any Debt Securities of such series (including any sinking fund payment);
default by the Company in performance of any other of the covenants or
agreements in respect of the Debt Securities of such series or the Indenture
which shall not have been remedied for a period of 90 days after written notice
to the Company by the Trustee or the holders of at least 25% of the principal
amount of all Debt Securities of all affected series, as provided in the
applicable Indenture and described in the applicable Prospectus Supplement,
specifying that such notice is a "Notice of Default" under the Indenture;
default by the Company in the payment at the final maturity thereof, after the
expiration of any applicable grace period, of principal of, premium, if any, or
interest on indebtedness for money borrowed (other than Non-Recourse
Indebtedness, as defined) in the principal amount set forth in the applicable
Prospectus Supplement, or acceleration of any indebtedness in such principal
amount so that it becomes due and payable prior to the date on which it would
otherwise have become due and payable and such acceleration is not rescinded
within ten business days after notice to the Company by the Trustee or the
holders of at least 25% of the principal amount of all of the Debt Securities at
the time outstanding (treated as one class); certain events involving
bankruptcy, insolvency or reorganization of the Company; or any other Event of
Default established for the Debt Securities of such series set forth in the
accompanying Prospectus Supplement. Unless otherwise provided in the applicable
Indenture and described in the applicable Prospectus Supplement, the Indenture
will require that the Trustee transmit notice of any uncured default under the
Indenture with respect to any series, within 90 days after the occurrence of
such default, to the holders of Debt Securities of each affected series, except
that the Trustee may withhold notice to the holders of any series of the Debt
Securities of any default (except in payment of principal of, premium, if any,
or interest on, such series of Debt Securities) if the Trustee considers it in
the interest of the holders of such series of Debt Securities to do so.
Unless otherwise provided in the applicable Indenture and described in the
applicable Prospectus Supplement, the Indenture will provide that (a) if an
Event of Default due to the default in payment of principal of, premium, if any,
or interest on, any series of Debt Securities issued under the Indenture or due
to the default in the performance or breach of any other covenant or agreement
of the Company applicable to the Debt Securities of such series but not
applicable to all outstanding Debt Securities issued under the Indenture shall
have occurred and be continuing, either the Trustee or the holders of not less
than 25% in principal amount of the Debt Securities of each affected series
issued under the Indenture and then outstanding (each such series voting as a
separate class) may declare the principal of all Debt Securities of such
affected series and interest accrued thereon to be due and payable immediately;
and (b) if an Event of Default due to a default in the performance of any other
of the covenants or agreements in the Indenture applicable to all outstanding
Debt Securities issued thereunder and then outstanding, or due to a default in
payment at final maturity upon or acceleration of indebtedness for money
borrowed in the principal amount set forth in the applicable Prospectus
Supplement, or to certain events of bankruptcy, insolvency and reorganization of
the Company shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of all Debt Securities issued
under the Indenture and then outstanding (treated as one class) may declare the
principal of all such Debt Securities and interest accrued thereon to be due and
payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in payment
of principal of,
8
<PAGE>
premium, if any, or interest on such Debt Securities) by the holders of a
majority in principal amount of the Debt Securities of all such affected series
then outstanding (each such series voting as a separate class or all such Debt
Securities voting as a single class, as the case may be).
Unless otherwise provided in the applicable Indenture and described in the
applicable Prospectus Supplement, the holders of a majority in principal amount
of the Debt Securities of each series then outstanding and affected (with each
series voting as a separate class) will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee with respect to the Debt Securities of such series under the Indenture,
subject to certain limitations specified in the Indenture, provided that the
holders of such Debt Securities shall have offered to the Trustee reasonable
indemnity against expenses and liabilities.
Unless otherwise provided in the applicable Indenture and described in the
applicable Prospectus Supplement, the Indenture will provide that no holder of
Debt Securities of any series may institute any action against the Company under
the Indenture (except actions for payment of overdue principal, premium, if any,
or interest) unless such holder previously shall have given to the Trustee
written notice of default and continuance thereof and unless the holders of not
less than 25% in principal amount of the Debt Securities of each affected series
(with each series voting as a separate class) issued under the Indenture and
then outstanding shall have requested the Trustee to institute such action and
shall have offered the Trustee reasonable indemnity, and the Trustee shall not
have instituted such action within 60 days of such request, and the Trustee
shall not have received direction inconsistent with such written request by the
holders of a majority in principal amount of the Debt Securities of each
affected series (with each series voting as a separate class) issued under such
Indenture and then outstanding.
Unless otherwise provided in the applicable Indenture and described in the
applicable Prospectus Supplement, the Indenture will require the annual filing
by the Company with the Trustee of a written statement as to compliance with the
covenants and agreements contained in the Indenture.
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise provided in the applicable Indenture and described in the
applicable Prospectus Supplement, the Company may discharge certain obligations
with respect to any series of Debt Securities issued under the Indenture by
irrevocably depositing with the applicable Trustee cash or direct obligations of
the United States as trust funds in an amount certified to be sufficient to pay
at maturity (or upon redemption) the principal of, premium, if any, and interest
on such Debt Securities upon the terms and conditions set forth in the
applicable Indenture and described in the applicable Prospectus Supplement
relating to such Debt Securities.
MODIFICATION OF THE INDENTURE
Unless otherwise provided in the applicable Indenture and described in the
applicable Prospectus Supplement, modifications and amendments of any Indenture
with respect to any series of Debt Securities will be permitted only with the
consent of the holders of not less than a majority of principal amount of the
Debt Securities at the time outstanding of all series affected (voting as one
class), to modify the Indenture or any supplemental indenture or the rights of
the holders of the Debt Securities, except that no such modification shall (i)
extend the final maturity of any of the Debt Securities or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption thereof, or reduce the
amount of any original issue discount security payable upon acceleration or
provable in bankruptcy or impair or affect the right of any holder of the Debt
Securities to institute suit for the payment thereof without the consent of the
holder of each of the Debt Securities so affected or (ii) reduce the aforesaid
percentage in principal amount of Debt Securities, the consent of the holders of
which is required for any such modification, without the consent of the holders
of all Debt Securities then outstanding.
9
<PAGE>
Unless otherwise provided in the applicable Indenture and described in the
applicable Prospectus Supplement, the Indenture will contain provisions
permitting the Company and the Trustee, without the consent of any holders of
Debt Securities, to enter into a supplemental indenture, among other things, for
purposes of curing any ambiguity or correcting or supplementing any provision
contained in the Indenture or in any supplemental indenture or making other
provisions in regard to the matters or questions arising under the Indenture or
any supplemental indenture as the Board of Directors of the Company deems
necessary or desirable and which does not adversely affect the interests of the
holders of Debt Securities in any material respect. Unless otherwise provided in
the applicable Indenture and described in the applicable Prospectus Supplement,
the Company and the Trustee, without the consent of any holders of Debt
Securities, may also enter into a supplemental indenture to establish the form
or terms of any series of Debt Securities as are not otherwise inconsistent with
any of the provisions of the Indenture.
10
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The summary of the terms of the share capital of Tyco set forth below does
not purport to be complete and is qualified by reference to the Tyco Memorandum
of Association (the "Tyco Memorandum") and the Bye-laws of Tyco (the "Tyco
Bye-Laws"). Copies of the Tyco Memorandum and the Tyco Bye-Laws are filed as
exhibits to the Registration Statement.
AUTHORIZED SHARE CAPITAL
Tyco's authorized share capital consists of 750,000,000 Common Shares, par
value $0.20 per share, 125,725,000 convertible cumulative redeemable preference
shares, par value $1 per share, divided into three classes (the "Convertible
Preference Shares") (including a class of first preference shares (the "First
Preference Shares")), and 25,000 exchangeable cumulative redeemable preference
shares, par value $1 per share (the "Exchangeable Preference Shares") (the
Convertible Preference Shares and the Exchangeable Preference Shares,
collectively, the "Preference Shares"). As of December 10, 1997, there were
549,751,548 Common Shares outstanding and no Preference Shares outstanding.
COMMON SHARES
DIVIDENDS. The Board of Directors of Tyco may declare dividends out of
profits of Tyco available for that purpose as long as there are no reasonable
grounds for believing that Tyco is, or after such dividend would be, unable to
pay its liabilities as they became due or if the realizable value of Tyco's
assets would thereby be less than the aggregate of its liabilities and its
issued share capital and share premium accounts. Subject to such special rights
as may be attached to any other shares in Tyco, all dividends are payable
according to the amounts paid or credited as paid on Common Shares. Dividends
are normally payable in U.S. dollars, but holders with a registered address in
the United Kingdom and other countries outside the United States may receive
payment in another currency. Any dividend which is unclaimed may be invested or
otherwise made use of by the Board of Directors of Tyco and after a period of 12
years is forfeited and reverts to Tyco.
VOTING RIGHTS. At any general meeting of Tyco, votes may be given in person
or by proxy and each holder of Common Shares is entitled, on a show of hands, to
one vote and, on a poll, to one vote for each Common Share held by him. Any
proxy must be a shareholder of Tyco.
LIQUIDATION. On a liquidation of Tyco, holders of Common Shares are
entitled to receive any assets remaining after the payment of the Tyco's debts
and the expenses of the liquidation, subject to such special rights as may be
attached to any other class of shares.
SUSPENSION OF RIGHTS. In certain circumstances, the rights of a shareholder
to vote and to receive any payment or income or capital in respect of a Common
Share may be suspended. Those circumstances include failure to provide
information about ownership of and other interests in Common Shares, if so
required in accordance with Tyco Bye-Laws.
VARIATION OF RIGHTS. If at any time the share capital of Tyco is divided
into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of the issue of the shares of that class) may be
varied with the consent in writing of the holders of three-fourths of the issued
shares of that class or with the sanction of a resolution passed at a separate
general meeting of the holders of the shares of that class by a majority of
three-fourths of such holders voting in person or by proxy.
TRANSFERS. Common Shares may be transferred in any manner the Tyco Board of
Directors may approve. The Board of Directors may require the transfer to be by
an instrument signed by the transferor and, in the case of a partly paid share,
also by the transferee. The instrument must be in writing in the usual common
form or in any other form which the Board of Directors may approve and must be
lodged at the office of the registrar of Tyco for registration. The Tyco Board
of Directors may decline to register any
11
<PAGE>
transfer of shares on which Tyco has a lien, any transfer of shares not fully
paid up to a transferee of whom they do not approve and any transfer of shares
by a transferor or to a transferee on whom Tyco has duly served a notice under
the provisions of the Tyco Bye-Laws during a period of suspension of voting
rights.
REGISTRAR AND TRANSFER AGENT. AS&K Services Limited is Tyco's Registrar.
ChaseMellon Shareholder Services, L.L.C. is the transfer agent for Common
Shares.
TYCO PREFERENCE SHARES
Under the Tyco Bye-Laws, the Tyco Board of Directors, in its sole
discretion, may designate, allot and issue one or more series of First
Preference Shares from the authorized and unissued First Preference Shares.
Subject to limitations imposed by law, the Tyco Memorandum or the Tyco Bye-Laws,
the Board of Directors is empowered to determine the designation of, and the
number of shares constituting, each series of First Preference Shares, the
dividend rate for each series, the terms and conditions of any voting and
conversion rights for each series, the amounts payable on each series on
redemption or return of capital and the preference and relative rights among
each series of First Preference Shares. At present, 7,500,000 First Preference
Shares have been designated as Series A First Preference Shares and are reserved
for issue upon exercise of the Rights under the Shareholder Rights Plan.
SHAREHOLDER RIGHTS PLAN
In 1996, Tyco adopted a Shareholder Rights Plan (the "Shareholder Rights
Plan"). The Shareholder Rights Plan provides that unless certain actions are
taken by the Tyco Board of Directors, upon the Distribution Date (as defined
therein) each right other than those rights owned by an Acquiring Person (as
defined therein) will become exercisable. Each right entitles its holder, among
other things, to purchase Common Shares from Tyco at a 50% discount from the
market price of Common Shares on the Distribution Date.
STOCK EXCHANGE LISTING
The Common Shares are listed on the New York Stock Exchange, the London
Stock Exchange and the Bermuda Stock Exchange.
12
<PAGE>
DESCRIPTION OF SHARE PURCHASE CONTRACTS
AND SHARE PURCHASE UNITS
The Company may issue Share Purchase Contracts, including contracts
obligating holders to purchase from the Company, and the Company to sell to the
holders, a specified number of Common Shares at a future date or dates. The
price per Common Share may be fixed at the time the Share Purchase Contracts are
issued or may be determined by reference to a specific formula set forth in the
Share Purchase Contracts. The Share Purchase Contracts may be issued separately
or as a part of units ("Share Purchase Units") consisting of a Share Purchase
Contract and Debt Securities or debt obligations of third parties, including
U.S. Treasury securities, securing the holders' obligations to purchase the
Common Shares under the Share Purchase Contracts. The Share Purchase Contracts
may require the Company to make periodic payments to the holders of the Share
Purchase Units or vice versa, and such payments may be unsecured or prefunded on
some basis. The Share Purchase Contracts may require holders to secure their
obligations thereunder in a specified manner.
The applicable Prospectus Supplement will describe the terms of any Share
Purchase Contracts or Share Purchase Units. The description in the Prospectus
Supplement will not purport to be complete and will be qualified in its entirety
by reference to the Share Purchase Contracts, and, if applicable, collateral
arrangements and depositary arrangements, relating to such Share Purchase
Contracts or Share Purchase Units.
PLAN OF DISTRIBUTION
The Company may sell Securities to or through underwriters or dealers, and
also may sell Securities directly to other purchasers or through agents. Each
Prospectus Supplement will describe the method of distribution of the offered
Securities.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters may receive
compensation from the Company or from purchasers of Securities for whom they may
act as agents in the form of discounts, concessions, or commissions.
Underwriters may sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions, or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers, and agents that participate in the distribution
of Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of Securities by
them may be deemed to be underwriting discounts and commissions, under the
Securities Act. Any such underwriter or agent will be identified, and any such
compensation received from the Company will be described, in the Prospectus
Supplement.
Underwriters and agents who participate in the distribution of Securities
may be entitled under agreements which may be entered into by the Company to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase offered Securities from the
Company pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
the offered Securities shall not at the time of delivery be prohibited under the
laws of the jurisdiction to which such purchaser is subject. The
13
<PAGE>
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
VALIDITY OF SECURITIES
The validity of the Securities to be sold pursuant to this Prospectus, as to
matters of Bermuda law, will be passed upon for the Company by Appleby, Spurling
& Kempe, Hamilton, Bermuda, Bermuda counsel to the Company, and, as to all other
matters, will be passed upon for the Company by Kramer, Levin, Naftalis &
Frankel, New York, New York, counsel to the Company. Joshua M. Berman, a vice
president of the Company, is counsel to Kramer, Levin, Naftalis & Frankel. Mr.
Berman owns beneficially 72,000 Common Shares.
EXPERTS
The consolidated financial statements and financial statement schedule
included in the Company's Transition Report on Form 10-K for fiscal year ended
September 30, 1997 and incorporated by reference in this prospectus have been
audited by Coopers & Lybrand, independent public accountants, as set forth in
their report included therein. In that report, that firm states that with
respect to certain subsidiaries its opinion is based on the reports of other
independent public accountants, namely Coopers & Lybrand L.L.P. and Arthur
Andersen LLP. The consolidated financial statements and financial statement
schedule referred to above have been incorporated herein in reliance upon said
reports given upon the authority of those firms as experts in accounting and
auditing.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution of
the Securities covered by this Registration Statement are as follows:
<TABLE>
<S> <C>
SEC registration fee (actual)..................................... $ 590,000
Printing and engraving expenses................................... 100,000
Legal fees and expenses........................................... 100,000
Accounting fees and expenses...................................... 50,000
Miscellaneous..................................................... 60,000
---------
Total............................................................. $ 900,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bye-Law 102 of the Tyco Bye-Laws provides, in part, that Tyco shall
indemnify its directors and other officers for all costs, losses and expenses
which they may incur in the performance of their duties as director or officer,
provided that such indemnification is not otherwise prohibited under the
Companies Act 1981 (as amended) of Bermuda. Section 98 of the Companies Act 1981
(as amended) prohibits such indemnification against any liability arising out of
the fraud or dishonesty of the director or officer. However, such section
permits Tyco to indemnify a director or officer against any liability incurred
by him in defending any proceedings, whether civil or criminal, in which
judgment is given in his favor or in which he is acquitted or when other similar
relief is granted to him.
The Registrant maintains $75 million of insurance to reimburse its directors
and officers for charges and expenses incurred by them for wrongful acts claimed
against them by reason of their being or having been directors or officers of
the Registrant or any subsidiary thereof. Such insurance specifically excludes
reimbursement of any director or officer for any charge or expense incurred in
connection with various designated matters, including libel or slander,
illegally obtained personal profits, profits recovered by the Registrant
pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
1 - Form of Underwriting Agreement*
3.1 - Memorandum of Association (as altered) of the Registrant (incorporating all
amendments to May 26, 1992) (incorporated by reference as an Exhibit to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1992)
3.2 - Certified copy of a resolution approved at the Annual General Meeting of common
shareholders of ADT Limited held on October 12, 1993, approving an increase in the
authorized common share capital of ADT Limited from $19.5 million to $22.0
million.(incorporated by reference as an Exhibit to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993)
3.3 - Certified copy of a resolution approved at a special meeting of common shareholders
of the Registrant held on July 2, 1997, approving the consolidation and division of
the common shares of $0.10 of the Registrant into new common shares of $0.20 each
and increasing the authorized number of common shares to 750,000,000*
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
3.4 - Certificate of Incorporation on Change of Name (previously filed as an Exhibit to
the Registrant's Current Report on Form 8-K filed July 10, 1997 ("July 10, 1997
8-K"))
3.5 - Bye-Laws of the Registrant (previously filed as an Exhibit to the July 10, 1997 Form
8-K)
4.1 - Rights Agreement between Registrant and Citibank, N.A. dated as of November 6, 1996
(previously filed as an Exhibit to Registrant's Form 8-A dated November 12, 1996)
4.2 - First Amendment between Registrant and Citibank, N.A. dated as of March 3, 1997 to
Rights Agreement between Registrant and Citibank, N.A. dated as of November 6, 1996
(previously filed as an Exhibit to Registrant's Form 8-A/A dated March 3, 1997)
4.3 - Second Amendment between Registrant and Citibank, N.A. dated as of July 2, 1997 to
Rights Agreement between Registrant and Citibank N.A. dated as of November 6, 1996
(previously filed as an Exhibit to Registrant's Form 8-A/A dated July 2, 1997)
4.4 - Form of Share Purchase Contract*
4.5 - Form of Indenture*
4.6 - Form of Pledge Agreement*
5.1 - Opinion of Appleby, Spurling & Kempe*
5.2 - Opinion of Kramer, Levin, Naftalis & Frankel*
12 - Statement of Computation of Ratio of Earnings to Fixed Charges
23.1 - Consent of Coopers & Lybrand
23.2 - Consent of Coopers & Lybrand L.L.P.
23.3 - Consent of Arthur Andersen LLP
24 - Power of Attorney (contained in the signature page hereto)
25 - Statement of Eligibility of Trustee on Form T-1*
</TABLE>
- ------------------------
* To be filed by amendment or under cover of Form 8-K and incorporated herein
by reference.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes that: (1) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration Statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this Registration Statement as of the time it was
declared effective; and (2) for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Exeter, State of New Hampshire, on the 24th day of
December, 1997.
<TABLE>
<S> <C> <C>
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
-----------------------------------------
Mark H. Swartz
Vice President - Chief Financial Officer
(Principal Financial
and Accounting Officer)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints L. DENNIS KOZLOWSKI AND MARK H. SWARTZ, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement (including all pre-effective and
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON DECEMBER 24,
1997 IN THE CAPACITIES INDICATED BELOW.
SIGNATURE TITLE
- ------------------------------ ---------------------------
Chairman of the Board,
/s/ L. DENNIS KOZLOWSKI President, Chief
- ------------------------------ Executive Officer and
L. Dennis Kozlowski Director (Principal
Executive Officer)
/s/ MICHAEL A. ASHCROFT Director
- ------------------------------
Michael A. Ashcroft
/s/ JOSHUA M. BERMAN Director
- ------------------------------
Joshua M. Berman
/s/ RICHARD S. BODMAN Director
- ------------------------------
Richard S. Bodman
/s/ JOHN F. FORT Director
- ------------------------------
John F. Fort
/s/ STEPHEN W. FOSS Director
- ------------------------------
Stephen W. Foss
II-4
<PAGE>
SIGNATURE TITLE
- ------------------------------ ---------------------------
/s/ RICHARD A. GILLELAND Director
- ------------------------------
Richard A. Gilleland
/s/ PHILIP M. HAMPTON Director
- ------------------------------
Philip M. Hampton
/s/ JAMES S. PASMAN, JR. Director
- ------------------------------
James S. Pasman, Jr.
/s/ W. PETER SLUSSER Director
- ------------------------------
W. Peter Slusser
Vice President and Chief
/s/ MARK H. SWARTZ Financial Officer
- ------------------------------ (Principal Financial and
Mark H. Swartz Accounting Officer)
/s/ FRANK E. WALSH, JR. Director
- ------------------------------
Frank E. Walsh, Jr.
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------
<C> <S> <C>
1 - Form of Underwriting Agreement*
3.1 - Memorandum of Association (as altered) of the Registrant (incorporating all amendments to
May 26, 1992) (incorporated by reference as an Exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992)
3.2 - Certified copy of a resolution approved at the Annual General Meeting of common
shareholders of ADT Limited held on October 12, 1993, approving an increase in the
authorized common share capital of ADT Limited from $19.5 million to $22.0
million.(incorporated by reference as an Exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993)
3.3 - Certified copy of a resolution approved at a special meeting of common shareholders of the
Registrant held on July 2, 1997, approving the consolidation and division of the common
shares of $0.10 of the Registrant into new common shares of $0.20 each and increasing the
authorized number of common shares to 750,000,000*
3.4 - Certificate of Incorporation on Change of Name (previously filed as an Exhibit to the
Registrant's Current Report on Form 8-K filed July 10, 1997 ("July 10, 1997 8-K"))
3.5 - Bye-Laws of the Registrant (previously filed as an Exhibit to the July 10, 1997 Form 8-K)
4.1 - Rights Agreement between Registrant and Citibank, N.A. dated as of November 6, 1996
(previously filed as an Exhibit to Registrant's Form 8-A dated November 12, 1996)
4.2 - First Amendment between Registrant and Citibank, N.A. dated as of March 3, 1997 to Rights
Agreement between Registrant and Citibank, N.A. dated as of November 6, 1996 (previously
filed as an Exhibit to Registrant's Form 8-A/A dated March 3, 1997)
4.3 - Second Amendment between Registrant and Citibank, N.A. dated as of July 2, 1997 to Rights
Agreement between Registrant and Citibank N.A. dated as of November 6, 1996 (previously
filed as an Exhibit to Registrant's Form 8-A/A dated July 2, 1997)
4.4 - Form of Share Purchase Contract.*
4.5 - Form of Indenture*
4.6 - Form of Pledge Agreement*
5.1 - Opinion of Appleby, Spurling & Kempe*
5.2 - Opinion of Kramer, Levin, Naftalis & Frankel*
12 - Statement of Computation of Ratio of Earnings to Fixed Charges
23.1 - Consent of Coopers & Lybrand
23.2 - Consent of Coopers & Lybrand L.L.P.
23.3 - Consent of Arthur Andersen LLP
24 - Power of Attorney (contained in the signature page hereto)
25 - Statement of Eligibility of Trustee on Form T-1*
<CAPTION>
EXHIBIT NUMBERED
NUMBER PAGE
- ----------- -----------------
<C> <C>
1
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
4.6
5.1
5.2
12
23.1
23.2
23.3
24
25
</TABLE>
- ------------------------
* To be filed by amendment or under cover of Form 8-K and incorporated here in
by reference.
<PAGE>
EXHIBIT 12
TYCO INTERNATIONAL LTD.
Computation of Ratio of Earnings to Fixed Charges (1)
(in thousands)
<TABLE>
<CAPTION>
FISCAL YEAR YEAR ENDED DECEMBER 31,
ENDED
SEPT. 30,
1997 (5)
1996 1995 1994 1993
----------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Earnings:
(Loss) income before
extraordinary item and
cumulative effect of
accounting changes.... ($776,760) ($296,700) $267,500 $301,472 $244,294
Income Taxes............ 187,017 235,500 208,600 193,265 130,322
----------- ----------- ---------- ---------- ----------
(589,743) (61,200) 476,100 494,737 374,616
----------- ----------- ---------- ---------- ----------
----------- ----------- ---------- ---------- ----------
Fixed charges:
Interest expense (2).... 137,453 193,300 187,500 167,746 168,382
Rentals (3)............. 51,167 59,600 50,600 44,899 44,941
----------- ----------- ---------- ---------- ----------
188,620 252,900 238,100 212,645 213,323
----------- ----------- ---------- ---------- ----------
----------- ----------- ---------- ---------- ----------
Earnings (loss) before
income taxes and fixed
charges ($401,123) $191,700 $714,200 $707,382 $587,939
----------- ----------- ---------- ---------- ----------
----------- ----------- ---------- ---------- ----------
Ratio of earnings to
fixed charges(4)...... (4) (4) 3.00 3.33 2.76
</TABLE>
(1) On July 2, 1997, a wholly-owned subsidiary of the Company merged with Former
Tyco. On August 27, 1997, the Company consummated a merger with INBRAND
Corporation, and on August 29, 1997, the Company consummated a merger with
Keystone International, Inc. Each of the three merger transactions qualifies
for pooling of interests basis of accounting. As such, the ratio of earnings
to fixed charges for the nine months ended September 30, 1997 and the years
ended December 31, 1996, 1995, 1994 and 1993 include the effect of the
mergers, except that the consolidated financial statements for periods prior
to January 1, 1997 do not include INBRAND due to immateriality.
Prior to the respective mergers, ADT and Keystone had calendar year ends and
Former Tyco and INBRAND had June 30 fiscal year ends. The historical
results have been combined using a calendar year end for ADT, Keystone
and Former Tyco for the year ended December 31, 1996. For 1995, 1994 and
1993 the results of operations and financial position reflect the
combination of ADT and Keystone with a calendar year end and the Former Tyco
with a June 30 fiscal year end.
(2) Interest expense consists of interest on indebtedness and amortization of
debt expense.
(3) One-third of net rental expense is deemed representative of the interest
factor.
(4) For purposes of determining the ratio of earnings to fixed charges, earnings
consist of income (loss) before income taxes, cumulative effect of change
in accounting methods and extraordinary items, and fixed charges. Earnings
were insufficient to cover fixed charges by $589.7 million and $61.2 million
in 1997 and 1996, respectively.
<PAGE>
Earnings for the nine months ended September 30, 1997 and the year ended
December 31, 1996 included merger, restructuring and other nonrecurring
charges of $917.8 million and $246.1 million, respectively. Earnings also
include a charge for the impairment of long-lived assets of $148.4
million and $744.7 million, respectively in the 1997 and 1996 periods.
The 1997 period also includes a write off of purchased in process research
and development of $361.0 million.
On a pro forma basis the ratio of earnings to fixed charges excluding
merger, restructuring and other nonrecurring charges, charge for the
impairment of long-lived assets and write off of purchased in process
research and development would have been 5.44x and 4.68x for the nine
months ended September 30, 1997 and year ended December 31, 1996,
respectively.
(5) In September 1997, the Company changed its fiscal year end from December 31
to September 30. The fiscal year ended September 30, 1997 represents the
nine month period ended September 30, 1997.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our report dated November 21, 1997 on our audits of the
Consolidated Financial Statements and the Consolidated Financial Statement
Schedule of Tyco International Ltd. as of September 30, 1997 and December 31,
1996 and for the nine months ended September 30, 1997 and for each of the two
years in the period ended December 31, 1996, which report is included in the
Company's Transition Report on Form 10-K for the period ended September 30,
1997. We also consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND
Hamilton, Bermuda
December 24, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our report dated July 10, 1997, which is included in the
Company's Transition Report on Form 10-K for the period ended September 30,
1997, on our audits of the Consolidated Financial Statements and the
Consolidated Financial Statement Schedule of Tyco International Ltd.
(subsequently renamed Tyco International (US) Inc.) as of December 31, 1996 and
for the years ended December 31, 1996 and June 30, 1995, (not presented
separately therein). We also consent to the reference to our firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 24, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 31, 1997 on
our audits of the consolidated financial statements of Keystone International,
Inc. and subsidiaries as of December 31, 1996 and for each of the two years in
the period then ended, included in the Tyco International Ltd. Transition Report
on Form 10-K for the year ended September 30, 1997, and to all references to our
Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
December 23, 1997
Houston, Texas
