<PAGE>
Filed pursuant to Rule 424(b)(3)
Registration No. 333-33779
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST 22, 1997)
7,000,000 SHARES
[LOGO]
COMMON SHARES
------------------------
All of the Common Shares, par value $.20 per share (the "Common Shares"), of
Tyco International Ltd. ("Tyco" or the "Company"), offered hereby (the
"Offering") are being offered by Westar Capital, Inc. (the "Selling
Shareholder"). See "Plan of Distribution."
The Common Shares are listed on the New York Stock Exchange (the "NYSE")
under the symbol "TYC" as well as on the London and Bermuda Stock Exchanges. On
September 15, 1997, the last sale price of the Common Shares, as reported on the
NYSE, was $81 15/16 per share.
------------------------
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 SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
Merrill Lynch, Pierce Fenner & Smith Incorporated ("Merrill Lynch") has
agreed to purchase from the Selling Shareholder the Common Shares offered hereby
at a purchase price of $81.81 per Common Share, resulting in proceeds of
$572,670,000 (before expenses) to the Selling Shareholder.
The Common Shares offered hereby may be offered by Merrill Lynch from time
to time in one or more transactions (which may involve block transactions) on
the NYSE or otherwise, at market prices prevailing at the time of the sale, at
prices related to such market prices or at negotiated prices. See "Plan of
Distribution."
The Company has agreed to indemnify Merrill Lynch and the Selling
Shareholder against certain liabilities, including liabilities under the
Securities Act of 1933. See "Plan of Distribution."
------------------------
The Common Shares are offered by Merrill Lynch, subject to prior sale, to
withdrawal, cancellation or modification of offer without notice, to delivery
and acceptance by Merrill Lynch and to certain other conditions. It is expected
that delivery of the Common Shares will be made on or about September 19, 1997
in New York, New York.
------------------------
MERRILL LYNCH & CO.
---------------
The date of this Prospectus Supplement is September 16, 1997.
<PAGE>
Merrill Lynch may engage in transactions that stabilize, maintain or
otherwise affect the price of the Common Shares. Such transactions may include
stabilizing, the purchase of the Common Shares to cover syndicate short
positions and the imposition of penalty bids. For a description of these
activities, see "Plan of Distribution."
The following information contained in this Prospectus Supplement is
qualified in its entirety by the detailed information appearing elsewhere in
this Prospectus Supplement or the accompanying Prospectus or incorporated
therein by reference.
RECENT DEVELOPMENTS
On August 27, 1997, Tyco completed its acquisition of INBRAND Corporation
(the "INBRAND Transaction"). On August 29, 1997, Tyco completed its acquisition
of Keystone International, Inc. (the "Keystone Transaction"). Approximately 5.1
million Common Shares were issued in the INBRAND Transaction, and approximately
17.4 million Common Shares were issued in the Keystone Transaction.
PLAN OF DISTRIBUTION
Merrill Lynch has agreed to purchase from the Selling Shareholder, and the
Selling Shareholder has agreed to sell to Merrill Lynch, 7,000,000 Common
Shares.
Merrill Lynch's obligation to purchase Common Shares is subject to the
satisfaction of certain conditions. The nature of Merrill Lynch's obligation is
such that it is committed to purchase all of the Common Shares if any are
purchased.
Merrill Lynch has advised the Company and the Selling Shareholder that it
proposes to offer the Common Shares offerred hereby for sale, from time to time,
to purchasers directly or through agents, or through brokers in brokerage
transactions on the NYSE, or to dealers in negotiated transactions or in a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Brokers, dealers, agents or others that participate in the distribution of
the Common Shares offered hereby may be deemed to be underwriters under the
Securities Act of 1933. Those who act as an underwriter, broker, dealer or agent
in connection with the sale of the Common Shares offered hereby will be selected
by Merrill Lynch and may have other business relationships with the Company and
its subsidiaries or affiliates in the ordinary course of business.
Until the distribution of the Common Shares is completed, rules of the
Securities and Exchange Commission may limit the ability of Merrill Lynch to bid
for and purchase the Common Shares. As an exception to these rules, Merrill
Lynch is permitted to engage in certain transactions that stabilize the price of
the Common Shares. Such transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the Common Shares.
If Merrill Lynch creates a short position in the Common Shares in connection
with the Offering, i.e., if it sells more Common Shares than are set forth on
the cover page of this Prospectus Supplement, Merrill Lynch may reduce that
short position by purchasing Common Shares in the open market.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of the Common Shares to the extent that
it discourages resales of the Common Shares.
Neither the Company nor Merrill Lynch makes any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the Common Shares. In addition, neither the
Company nor Merrill Lynch makes any representation that Merrill Lynch
S-2
<PAGE>
will engage in such transactions or that such transactions, once commenced, will
not be discontinued without notice.
The Company has agreed to indemnify Merrill Lynch and the Selling
Shareholder against certain liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments Merrill Lynch or the
Selling Shareholder may be required to make in respect thereof.
Merrill Lynch from time to time provides investment banking and financial
advisory services to the Company.
S-3
<PAGE>
<PAGE>
PROSPECTUS
12,517,072 COMMON SHARES
21,910 A WARRANTS
13,657 B WARRANTS
TYCO INTERNATIONAL LTD.
This Prospectus relates to the offering of 12,517,072 common shares (the
"Shares"), par value $.20 per share (the "Common Shares"), of Tyco International
Ltd., a Bermuda company ("Tyco" or the "Company"), 21,910 A Warrants (the "A
Warrants") and 13,657 B Warrants (the "B Warrants", and together with the A
Warrants, the "Warrants"; the Warrants together with the Shares, the
"Securities") to acquire Common Shares, by certain security holders of the
Company. 92,108 of the Shares (the "Warrant Shares") constitute Common Shares
issuable upon exercise of the Warrants. The Warrants were originally issued by
Kendall International, Inc. ("Kendall") to certain security holders of the
Company (the "Kendall Selling Securityholders") and assumed by the Company
pursuant to the terms of the merger of Kendall with a subsidiary of the Company
on October 19, 1994.
12,424,964 of the Shares may be offered from time to time by Westar Capital,
Inc. (the "Westar Selling Shareholder", and together with the Kendall Selling
Securityholders, the "Selling Shareholders") in one or more underwritten public
offerings at prevailing market prices or in privately negotiated block trades,
subject to certain limitations. The Warrants and/or the Warrant Shares may be
offered from time to time by the Kendall Selling Securityholders through
ordinary brokerage transactions on the New York Stock Exchange (Warrant Shares
only), in the over-the-counter market, in privately negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices. The Company will not receive any of the proceeds from the sale of
Securities by the Selling Shareholders. The Company will pay certain expenses
related to the offering of the Securities, estimated at $185,000. The Company
may receive $5.97 per Common Share in connection with the exercise of A Warrants
(or up to an aggregate of $338,737) and $7.96 per Common Share in connection
with the exercise of B Warrants (or up to an aggregate of $281,529). See
"Selling Shareholders."
The resale of the Securities by the Selling Shareholders is subject to
prospectus delivery and other requirements of the Securities Act of 1933, as
amended ("Securities Act"). The Selling Shareholders and any agents or
broker-dealers that participate with the Selling Shareholders in the sale of the
Securities may be deemed "underwriters" under the Securities Act, and
commissions received by them and any profit on the resale of the Securities may
be deemed to be underwriting commissions or discounts under the Securities Act.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
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 AUGUST 22, 1997
<PAGE>
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
(the "Registration Statement") 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 Securities. 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 Annual Report on Form 10-K for the fiscal year ended December
31, 1996.
The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997.
The Company's Current Reports on Form 8-K dated March 25, 1997 and July 10,
1997.
In addition, the following documents, which have been filed by Tyco
International (US) Inc., a Massachusetts corporation (formerly Tyco
International Ltd.; "Old Tyco") with the Commission pursuant to the Exchange
Act, are hereby incorporated by reference in this Prospectus:
Old Tyco's Annual Report on Form 10-K for the fiscal year ended June 30,
1996.
Old Tyco's Quarterly Reports on Form 10-Q for the quarters ended September
30, 1996, December 31, 1996 and March 31, 1997.
Old Tyco's Current Reports on Form 8-K dated October 29, 1996, March 4,
1997, March 25, 1997 and March 28, 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 Shares 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
2
<PAGE>
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. 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, c/o Tyco International (US) Inc., One Tyco Park, Exeter, New Hampshire
03833 (telephone: (603) 778-9700).
THE COMPANY
Tyco International Ltd., a Bermuda company, is the continuing public company
resulting from the business combination (the "ADT Merger") on July 2, 1997 of
Tyco International Ltd., a Massachusetts corporation ("Old Tyco"), and ADT
Limited, a Bermuda company ("ADT"). In the ADT Merger, Old Tyco merged with a
subsidiary of ADT, and ADT changed its name to Tyco International Ltd.
Tyco is the largest contractor in the world for design, installation and
servicing of fire protection systems and is a leading manufacturer and
distributor of fire detection and fire suppression products. Tyco is also the
largest provider of electronic security services in North America and the United
Kingdom. These services include the sale, installation, monitoring and
maintenance of electronic security devices and systems for intrusion detection,
surveillance and access control. Tyco manufactures and distributes flow control
products, disposable medical supplies and other specialty products, electrical
and electronic components and underwater telecommunication systems. Tyco also
operates a network of vehicle auction centers in the United States.
Tyco's strategy is to be a 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.
The Company is a Bermuda company. Its registered offices are located at
Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda, and its telephone number is
(441) 292-2033. 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
PROPOSED TRANSACTIONS
On May 12, 1997, Old Tyco entered into a definitive merger agreement for the
acquisition of INBRAND Corporation ("INBRAND") in a stock for stock transaction
(the "INBRAND Transaction") valued at approximately $410 million. INBRAND, with
annual revenues of approximately $240 million, is a producer of adult
incontinence products, feminine hygiene products and baby diapers. INBRAND
products are sold to the clinical and retail markets in North America and
Europe. In the INBRAND Transaction, which will be accounted for as a pooling of
interests, INBRAND shareholders will receive 0.43 of a Common Share for each
share of INBRAND common stock outstanding. As of July 11, 1997, INBRAND had
11,772,523 shares of common stock outstanding. The INBRAND Transaction is
contingent upon approval by the INBRAND shareholders at a meeting scheduled for
August 27, 1997 and other customary conditions.
On May 20, 1997, Old Tyco entered into a definitive merger agreement for the
acquisition of Keystone International, Inc. ("Keystone") in a stock for stock
transaction (the "Keystone Transaction") valued at
3
<PAGE>
approximately $1.2 billion. Keystone, with annual revenues of approximately $700
million, designs, manufactures and markets on a worldwide basis, industrial
valves, actuators and accessories used to control the flow of liquids, gases and
solid materials. Keystone products are sold to the food and beverage, water and
sewage, petroleum production and refining, natural gas, chemical power, and pulp
and paper industries. In the Keystone Transaction, which will be accounted for
as a pooling of interests, Keystone shareholders will receive Common Shares in
exchange for their shares of Keystone common stock. The exchange ratio will
depend upon the average daily trading price for Common Shares on the New York
Stock Exchange for the ten trading days ending five trading days prior to the
meeting of Keystone shareholders to vote on the transaction. For an average
daily trading price of between $57.21 and $68.29 the exchange ratio would be
0.54183 of a Common Share for each share of Keystone common stock outstanding.
The exchange ratio will be higher or lower for an average daily trading price
below or above this range. As of August 6, 1997, Keystone had 35,798,296 shares
of common stock outstanding. The Keystone Transaction is contingent upon
approval by the Keystone shareholders at a meeting scheduled for August 28, 1997
and other customary conditions. The Antitrust Division of the United States
Department of Justice (the "Antitrust Division") has raised certain concerns
regarding the Keystone Transaction that relate to certain specific flow control
products of Tyco and Keystone. Such products accounted for less than 2% of the
total revenues of Keystone in it most recent fiscal year. Tyco and Keystone do
not intend to consummate the Keystone Transaction unless and until the concerns
of the Antitrust Division have been resolved.
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.
OPERATING RESULTS OF OLD TYCO FOR THE FISCAL YEAR ENDED JUNE 30, 1997
The Company has announced results of operations of Old Tyco for the fiscal
year ended June 30, 1997 ("fiscal 1997"). Net income increased 35% to $419.0
million, or $2.61 per share, for fiscal 1997, compared to $310.1 million, or
$2.03 per share for the fiscal year ended June 30, 1996 ("fiscal 1996"). Sales
increased 30% to $6.6 billion in fiscal 1997 from $5.1 billion in fiscal 1996.
The increases reflect internal growth as well as growth through acquisitions.
The internal growth was enhanced by continued worldwide expansion of products
and services coupled with productivity enhancements which improved profit
margins. Earnings of the Disposable and Specialty Products group increased 25%
to $364.4 million in fiscal 1997, compared to $291.7 million in fiscal 1996.
Earnings of the Fire Protection group increased 55% to $198.9 million in fiscal
1997, compared to $128.1 million in 1996. The increase reflects improved margins
in all geographic areas, particularly North America. Earnings of the Flow
Control group increased 37% to $156.3 million in fiscal 1997, compared to $114.1
million in fiscal 1996. The increase reflects higher earnings at each of the
group's operating units, as well as recent acquisitions. Earnings of the
Electrical and Electronic Components group increased 24% to $109.3 million in
fiscal 1997, compared to $88.5 million in fiscal 1996. The increase reflects
higher earnings at each of the group's operating units. The earnings of the four
business groups set forth above are stated before deduction for general
corporate expenses, interest expense and taxes.
4
<PAGE>
The following table sets forth the announced summary results of operations
of Old Tyco for fiscal 1997 compared to fiscal 1996.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
----------------------------
<S> <C> <C>
JUNE 30, 1997 JUNE 30, 1996
------------- -------------
<CAPTION>
(IN THOUSANDS EXCEPT PER
SHARE AMOUNTS)
<S> <C> <C>
Sales........................................................... $ 6,597,629 $ 5,089,828
------------- -------------
------------- -------------
Income before income taxes...................................... $ 687,889 $ 523,897
Income taxes.................................................... (268,887) (213,750)
------------- -------------
Net Income...................................................... $ 419,002 $ 310,147
------------- -------------
------------- -------------
Earnings Per Share.............................................. $2.61 $2.03
------------- -------------
------------- -------------
Common equivalent shares........................................ 160,268 152,862
------------- -------------
------------- -------------
</TABLE>
For information on the operating results of ADT Limited (since renamed Tyco
International Ltd.) for the quarter and six months ended June 30, 1997, please
refer to the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
5
<PAGE>
USE OF PROCEEDS
All of the Securities offered hereby are being offered by the Selling
Shareholders. The Company will not receive any of the proceeds from the sale of
the Securities offered hereby. The Company may receive aggregate proceeds of up
to $338,729 (or $5.97 per share) from the exercise of A Warrants and aggregate
proceeds of up to $281,607 (or $7.96 per share) from the exercise of B Warrants
that are either offered pursuant to this Prospectus or whose Shares issuable
upon exercise thereof are so offered. The Company will use any proceeds from the
exercise of A Warrants and B Warrants for working capital and general corporate
purposes. See "Selling Shareholders."
SELLING SHAREHOLDERS
WESTAR SELLING SHAREHOLDER
As used in this section, the term "Selling Shareholder" refers to the Westar
Selling Shareholder.
GENERAL
The Selling Shareholder is a wholly-owned subsidiary of Western Resources,
Inc. ("Western"). Western is an investor-owned holding company that is engaged
principally in the production, purchase, transmission, distribution and sale of
electricity and the delivery and sale of natural gas. Western's non-utility
subsidiaries market natural gas primarily to large commercial and industrial
customers, provide electronic monitoring security services, and provide other
energy-related products and services. On February 7, 1997, Kansas City Power &
Light Company ("KCPL") and Western entered into an agreement whereby KCPL would
be merged with and into Western.
The Selling Shareholder initially purchased Common Shares in January and
March 1996 from Laidlaw Inc., a corporation continued under the laws of Canada,
and has from time to time purchased and sold Common Shares and the Company's
Liquid Yield Option NotesTM ("LYONs") exchangeable into Common Shares in the
open market. Neither the Selling Shareholder nor Western has had any
representative on the Board of Directors or in the management of the Company. As
of the date of this Prospectus, the Selling Shareholder beneficially owns
12,424,964 Shares, or approximately 5% of the outstanding Common Shares. The
number of Shares sold and the timing of any such sales will depend on market
conditions and other factors. In the event that Western or any other subsidiary
of Western acquires any or all of the Shares from the Selling Shareholder,
Western or such subsidiary may be substituted for the Selling Shareholder, in
whole or in part, as a selling shareholder under this Prospectus.
THE SETTLEMENT AGREEMENT
In December 1996, Western announced its intention to offer to exchange cash
and Western stock for the outstanding common shares of the Company not already
owned by the Selling Shareholder (the "Western Offer"). At the same time,
Western filed a notice with the Company requisitioning a special general meeting
of ADT's shareholders to consider proposals (the "Western Proposals") to remove
the then current members of ADT's board, reduce the size of the board to two and
elect two officers of Western as directors of ADT. In March 1997, ADT entered
into an Agreement and Plan of Merger with Old Tyco, providing for the merger of
a subsidiary of ADT with Old Tyco. Western announced the withdrawal of the
Western Offer on July 2, 1997, the date the ADT Merger was consummated. The
Western Proposals were voted down at a special general meeting of shareholders
of the Company on July 8, 1997, at which the Common Shares held by the Selling
Shareholder were not represented.
In connection with the Western Offer, the Selling Shareholder filed an
action against ADT in U.S. District Court for the Southern District of Florida
alleging breaches of duties of ADT's directors to its shareholders. The Selling
Shareholder also filed a petition with the Supreme Court of Bermuda, which, as
amended, sought a payment in cash for the fair value of its Shares. Certain
subsidiaries of ADT which hold shares in Western and KCPL filed actions against
Western in the District Court of Shawnee County,
6
<PAGE>
Kansas, and against KCPL in the Circuit Court of Jackson County, Missouri,
seeking exercise of shareholder rights to inspect books and records of Western
and KCPL, respectively.
On August 14, 1997, Western, the Selling Shareholder and the Company entered
into a Settlement Agreement, dated as of July 16, 1997, providing for the
withdrawal or discontinuance of all outstanding litigation between the parties,
including the litigation involving KCPL, mutual releases and the execution of
the Western Registration Rights Agreement described below. A copy of the
Settlement Agreement is filed as an exhibit to the Registration Statement and
reference is made to such agreement for a complete statement of its provisions.
WESTERN REGISTRATION RIGHTS AGREEMENT
The Selling Shareholder, Western and the Company have entered into a
Registration Rights Agreement, dated as of August 14, 1997 (the "Western
Registration Rights Agreement"). The Shares offered pursuant to this Prospectus
have been registered under the Securities Act and are being so offered in
accordance with the terms of the Western Registration Rights Agreement. A copy
of the Western Registration Rights Agreement is filed as an exhibit to the
Registration Statement, and the following description of the terms of the
Western Registration Rights Agreement is qualified by reference to such
agreement.
GENERAL. The Western Registration Rights Agreement provides for the
registration of the Shares under the Registration Statement, which is a "shelf
registration statement" filed in accordance with the Securities Act. The Company
has agreed to use its best efforts to maintain the effectiveness of the
Registration Statement until the earlier of (i) the date that is twenty-four
(24) months from the effective date of the Registration Statement; and (ii) the
date when no more than 500,000 of the aggregate number of Registrable Securities
(as defined below) initially included in the Registration Statement
(appropriately adjusted for any stock dividend, stock split, reverse stock
split, combination, recapitalization, reclassification, exchange or similar
transaction with respect to the Common Shares) continue to constitute
Registrable Securities. The Western Registration Rights Agreement also provides
for certain "piggyback rights" for the registration and distribution of
Registrable Securities. Demand and piggyback rights under the Western
Registration Rights Agreement may be exercised by the Selling Shareholder and
any other person that constitutes a Holder (as defined below).
DEFINITIONS. The following definitions are used in the description of the
Western Registration Rights Agreement in this section:
"Block Trade" means the disposition at a single time in a single
transaction, including through one or more placement agents, by one or more
Holders, of any or all of the Registrable Securities to one or more
Institutional Investors. "Institutional Investor" means any insurance company,
pension fund, mutual fund, investment company, commercial bank, savings bank,
savings and loan association, investment banking company, trust company or any
finance or credit company, or any portfolio or investment fund managed by any of
the foregoing.
"Exclusive Period" means the period beginning on the date of the Western
Registration Rights Agreement and ending on the later of (i) October 3, 1997 and
(ii) sixty (60) days from the date that the Shelf Registration Statement is
first declared effective by the SEC, not including any days during which a
Material Development Election (as defined) is in effect.
"Holder" means any person that owns Registrable Securities, PROVIDED that no
person other than Western, the Selling Shareholder and any other wholly-owned,
direct or indirect subsidiary of Western may be a Holder.
"Registrable Securities", as used in this section means (i) the Common
Shares owned by the Selling Shareholder as of the date of the Registration
Agreement; and (ii) any other securities issued or issuable as a result of or in
connection with any stock dividend, stock split or reverse stock split,
combination,
7
<PAGE>
recapitalization, reclassification, merger or consolidation, exchange or
distribution in respect of the securities referred to in clause (i) above;
PROVIDED that any Registrable Security ceases to be such after either (x) the
later of (1) July 16, 1998 and (2) such time as such security has become an
Unrestricted Security, or (y) such time as such security has been transferred,
with or without consideration, to any person other than a Holder.
"Unrestricted Securities" mean Common Shares that may be sold pursuant to
Rule 144(k) under the Securities Act, or any similar successor rule thereto that
may be promulgated by the Commission.
"Western," as used in the Western Registration Rights Agreement, means
Western Resources, Inc. and any successor corporation to Western Resources, Inc.
by way of merger, consolidation, exchange procedure or other business
combination pursuant to which all of the shareholders of Western Resources, Inc.
immediately prior to such business combination (other than shareholders
exercising statutory appraisal rights) are shareholders of the successor
immediately following such combination.
DEMAND RIGHTS. Upon the written request of one or more Holders, the Company
will facilitate an underwritten offering of Shares under the Registration
Statement (a "Demand Underwritten Offering"), provided that the Company is not
obligated to facilitate any Demand Underwritten Offering for less than 500,000
Shares (appropriately adjusted for any stock dividend, stock split, reverse
stock split, combination, recapitalization, reclassification, exchange or
similar transaction with respect to the Common Shares). One or more Holders may
also effect a Block Trade under the Registration Statement, provided that no
Unrestricted Securities may be sold in a Block Trade under the Registration
Statement. The total number of Demand Underwritten Offerings and Block Trades
under the Registration Statement may not exceed three in the aggregate.
PIGGYBACK RIGHTS OF THE COMPANY IN DEMAND UNDERWRITTEN OFFERINGS AND OF THE
HOLDERS IN UNDERWRITTEN OFFERINGS OF THE COMPANY FOR ITS OWN ACCOUNT. The
following provisions apply only after the end of the Exclusive Period.
If the Holders deliver a notice of a proposed Demand Underwritten Offering,
the Company, by notice to the Holders, may elect to participate in the sale of
Common Shares in such underwritten offering. If the Company delivers such a
notice, the Demand Underwritten Offering will be consummated as soon as
practicable after the earlier to occur of (x) the time any amendment to the
Registration Statement or any new Registration Statement required for the sale
of Common Shares by the Company becomes effective under the Securities Act, and
(y) thirty calendar days from the date of delivery by the Company to the Holders
of the notice of the Company's participation election.
If the Company proposes to file a registration statement with respect to an
underwritten offering of Common Shares for its own account, the Company is
required to give the Holders notice of such registration. The notice must offer
the Holders the opportunity to have any or all of the Registrable Securities
then held by them included in the registration statement. If any such
registration is not a shelf registration, the Registrable Securities that the
Holders elect to include will be offered in the underwritten offering together
with the offering of Common Shares by the Company. If any such registration is a
shelf registration, the Registrable Securities will be included in the
registration statement only for distribution in an underwritten offering
together with an underwritten offering of Common Shares by the Company.
If the Company proposes to effect an underwritten offering of Common Shares
for its own account under a previously effective registration statement, the
Company is required to give notice of such proposed offering to the Holders. The
notice must offer the Holders the opportunity to have any or all of the
Registrable Securities then held by them included in such underwritten offering,
to the extent such Registrable Securities have previously been registered either
under the Registration Statement or a registration statement filed pursuant to
the prior paragraph.
If the managing underwriter or underwriters of any underwritten offering
referred to in the prior three paragraphs advises the Company in writing that
the total amount of Common Shares of the Holders,
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the Company and any other persons intended to be included in such underwritten
offering is sufficiently large to materially adversely affect the success of
such offering, then the amount of Common Shares to be offered in such public
offering will be allocated as follows:
(i) first, to the Company, in the amount the Company proposes to offer,
up to an amount equal to one-half of the maximum amount (the "Maximum
Amount") of Common Shares that the managing underwriter or underwriters have
advised can be sold in the underwritten offering;
(ii) next, to the Holders, in the amount the Holders propose to offer,
up to an amount equal to one-half of the Maximum Amount;
(iii) next, if the sum of the Common Shares allocated pursuant to clauses
(i) and (ii) above is less than the Maximum Amount, to the Company or the
Holders, whichever shall have Common Shares proposed to be offered in the
underwritten offering which have not been allocated under clauses (i) or
(ii) above, up to an amount equal to the difference between the Maximum
Amount and the amount of Common Shares allocated under clauses (i) and (ii)
above; and
(iv) thereafter, if the sum of the Common Shares allocated pursuant to
clauses (i), (ii) and (iii) above is less than the Maximum Amount, to any
other Person entitled to participate in the underwritten offering, up to an
amount equal to the difference between the Maximum Amount and the amount of
Common Shares allocated under clauses (i), (ii) and (iii) above.
PIGGYBACK RIGHTS OF THE HOLDERS IN UNDERWRITTEN OFFERINGS FOR THE ACCOUNT OF
THIRD PARTIES. If the Company proposes to file a registration statement with
respect to the underwritten offering of any class of its equity securities for
the account of a holder of securities of the Company pursuant to registration
rights granted by the Company (a "Requesting Shareholder"), the Company is
required to give written notice of such proposed filing to the Holders. Such
notice must offer to all Holders the opportunity to have any or all of the
Registrable Securities held by them included in such registration statement,
PROVIDED that if any such registration is a shelf registration, Registrable
Securities will be included therein only for distribution in an underwritten
offering.
If the managing underwriter or underwriters of any such underwritten
offering advises the Company in writing that the total amount or kind of
securities of the Holders, the Company and any other persons intended to be
included in such underwritten offering is sufficiently large to materially
adversely affect the success of such offering, then the amount or kind of
securities to be offered for the accounts of Holders will be reduced PRO RATA,
together with the amount or kind of securities to be offered for the accounts of
any other persons exercising piggyback rights, to the extent necessary, before
the securities offered by the Company or any Requesting Shareholder are so
reduced.
HOLD-BACK ELECTION. In the case of any underwritten offering by the
Company, whether for its own account or for the account of a holder of
securities of the Company pursuant to registration rights granted by the
Company, the Holders agree, if and to the extent requested in writing by the
managing underwriter or underwriters administering such offering (a "Hold-Back
Election"), not to effect any public sale or distribution of securities of the
Company, except as part of such underwritten offering, during the period
beginning seven days prior to the closing date of such underwritten offering and
during the period ending on the earlier of (i) 45 days after such closing date
and (ii) the date such sale or distribution is permitted by such managing
underwriter or underwriters, PROVIDED that, if and to the extent it is
reasonable to do so, the Company will request of the managing underwriter or
underwriters to permit such sale or distribution prior to the date permitted
under clause (i) above. These hold-back provisions will cease to be of any
effect following the time that Western and its subsidiaries hold, in the
aggregate, less than three percent 3% of the outstanding Common Shares. The
Company has agreed to be subject to similar hold-back provisions with respect to
any Demand Underwritten Offering. Moreover, the Holders will not be subject to
the forgoing hold-back provisions in respect of an underwritten offering for the
account of any other holder of Common Shares that has not similarly agreed to be
subject to the hold-back provisions set forth in this paragraph in respect of a
Demand Underwritten Offering for the benefit of the Holders.
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MATERIAL DEVELOPMENT ELECTION. The Company is entitled, for a period of
time not to exceed 30 consecutive days, to require that the Holders refrain from
effecting any distribution of their Registrable Securities pursuant to the
Registration Statement if the chief executive officer of the Company determines
in his reasonable good faith judgment that, in accordance with his understanding
of the disclosure requirements of applicable securities law, such distribution
would require disclosure of any financing (other than an underwritten secondary
offering of any securities of the Company), acquisition, corporate
reorganization or other transaction or development involving the Company or any
subsidiary of the Company that is or would be material to the Company and that,
in the reasonable good faith business judgment of such chief executive officer,
such disclosure would not at that time be in the best interests of the Company
(a "Material Development Election").
The Western Registration Rights Agreement provides that in no event may the
restrictions pursuant to one or more Hold-Back Elections or Material Development
Elections remain in effect for more than 75 days in the aggregate in any
calendar year. Also, the restrictions pursuant to two or more Material
Development Elections may not remain in effect for more than 45 days in the
aggregate in calendar year 1997.
EXCLUSIVE PERIOD. The Company has agreed not to effect any underwritten
offering of Common Shares during the Exclusive Period, other than (x) an
underwritten offering of Registrable Securities and (y) an underwritten offering
of Common Shares for the benefit of a shareholder in satisfaction of
registration rights granted by the Company to such shareholder prior to the date
of the Western Registration Rights Agreement. The Company has also agreed that a
Hold-Back Election may not be effected during the Exclusive Period.
EXPENSES. Except as otherwise set forth below, each of the Company, on the
one hand, and the Holders, on the other, will bear it own costs in connection
with the Western Registration Rights Agreement, including without limitation,
internal expenses, fees and disbursements of its outside counsel and its
independent public accountants and fees and expenses of any other experts or
advisors. The Company is required to pay all printing expenses (including
expenses of printing and disseminating Prospectuses or any other necessary
documentation). The Holders are required to pay all registration and filing fees
and fees and expenses of compliance with state securities or blue sky laws and
all expenses incurred by the Company in connection with the participation in any
"road show" by members of the Company's management up to $100,000.
UNDERWRITERS. The Western Registration Rights Agreement provides that each
underwriter for any Demand Underwritten Offering will be mutually acceptable to
the Company and the Holders. The Company has no right to select or approve any
investment banking firm to act on behalf of the Holders in respect of any Block
Trade.
OTHER PROVISIONS. The Western Registration Rights Agreement contains other
provisions typically found in agreements of this type, including provisions with
respect to indemnification and contribution.
THE KENDALL SELLING SECURITYHOLDERS
As used in this section, the term "Selling Securityholders" refers to the
Kendall Selling Securityholders.
GENERAL
The Selling Securityholders were former holders of A Warrants or B Warrants
to acquire common stock of Kendall that received A Warrants or B Warrants to
acquire Common Shares as a result of the merger of Kendall with Old Tyco on
October 19, 1994 (the "Kendall Merger") and the subsequent ADT Merger. Of the
Shares being offered hereby, 56,740 shares are issuable pursuant to the exercise
of A Warrants and 35,368 shares are issuable pursuant to the exercise of B
Warrants. An aggregate of 21,910 A Warrants and 13,657 B Warrants, each of which
is exercisable for 2.5897 Common Shares are also being
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registered. The identities and certain other information with respect to the
Selling Securityholders will be set forth in a Prospectus Supplement.
KENDALL REGISTRATION RIGHTS AGREEMENT
The Company has agreed generally to assume and perform the obligations of
Kendall under the Registration Rights Agreement, dated as of July 7, 1992, as
amended (the "Kendall Registration Rights Agreement"), among Kendall and certain
former institutional securityholders of Kendall (each, an "Institutional
Investor") and certain individual securityholders of Kendall (collectively,
together with certain other former securityholders of Kendall entitled to the
benefits, and bound by the terms of the Kendall Registration Rights Agreement,
the "Holders", which term includes the Selling Securityholders). The following
summary of certain terms of the Kendall Registration Rights Agreement does not
purport to be complete and is subject in all respects to the provisions of the
Kendall Registration Rights Agreement, a copy of which is filed as an exhibit to
the Registration Statement, to which reference is hereby made for a complete
statement of such provisions.
DEMAND REGISTRATION. The Kendall Registration Rights Agreement gives the
right to each Institutional Investor to demand that the Company file a
registration statement under the Securities Act covering the Registrable
Securities requested by such Institutional Investor and to use its best efforts
to cause such registration statement to become effective. If the Company
receives a demand for registration as provided in the previous sentence, it is
required to give notice of such demand to all Holders and, subject to certain
limitations, to use its best efforts to include in the registration statement
Registrable Securities which any other Holder has requested, within 15 business
days after the date of such notice, to be included. Each Institutional Investor
is entitled to make one demand for registration. However, the Company is not
required to file a registration statement unless the Holders have requested
registration of a prescribed minimum number of shares of Common Shares. The
Company is entitled to postpone such a registration statement for a reasonable
period not to exceed 180 days in certain circumstances. The Company does not
believe that any of the Institutional Investors retain the right to demand
registration.
As used in this section, Registrable Securities include the Common Shares
received as a result of the Kendall Merger (and the subsequent ADT Merger) in
exchange for shares of Kendall common stock that prior to the Kendall Merger
were entitled to registration rights under the Kendall Registration Rights
Agreement; Warrants received as a result of the Kendall Merger (and the
subsequent ADT Merger) in exchange for warrants to acquire shares of Kendall
common stock that prior to the Kendall Merger were entitled to registration
rights, and Common Shares issuable upon exercise of such Warrants; Common Shares
issuable upon exercise of Reallocation Rights (as defined); and securities
issuable with respect to such Common Shares or Warrants by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, reorganization or otherwise. Securities
cease to be Registrable Securities when disposed of pursuant to an effective
registration statement or sold or distributed to the public in reliance on an
exemption from the registration requirements of the Securities Act.
PIGGYBACK REGISTRATION. The Kendall Registration Rights Agreement provides
that if the Company proposes to register any of its equity securities, whether
or not for its own account (subject to certain exceptions), the Company will
give notice of such registration to the Holders together with certain
information concerning the proposed offering. Upon the written request of any
Holder delivered within 15 business days of the notice, the Company will use its
best efforts to effect the registration under the Securities Act of all the
Registrable Securities that the Holder requests the Company to register,
PROVIDED that the Company will be permitted not to register or to delay the
registration of such Registrable Securities if it determines not to register or
to delay the registration of the securities otherwise intended to be registered.
If the registration involves an underwritten offering, all Holders
requesting inclusion in the underwritten offering must sell their Registrable
Securities to the underwriters on the same terms and conditions as
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apply to the Company or the other selling securityholders participating in such
registration. If the registration involves an underwritten offering and the
managing underwriter advises the Company that, in its opinion, the number of
securities proposed to be registered must be limited due to market conditions,
the Company will include in such registration first, the number of securities
the Company proposes to sell, and second, the number of Registrable Securities
of the Holders and securities of other persons ("Other Persons") requested to be
included in such registration that, in the opinion of such managing underwriter,
can be sold, allocated pro rata among all such requesting Holders and Other
Persons on the basis of the relative number of securities as to which
registration has been requested by each such Holder and Other Person.
The Company may not enter into any agreement that will grant any person
piggyback rights with respect to any demand registration of the Holders that
fails to give effect or diminishes the rights of holders with respect to
piggyback registration as provided in the Kendall Registration Rights Agreement
or that grants registration rights to any person and does not require such
person expressly to recognize the rights of the Holders under the holdback
provisions referred to below.
HOLDBACK AGREEMENTS. The Kendall Registration Rights Agreement provides
that, if any registration of Common Shares constituting Registrable Securities
is made in connection with an underwritten offering, the Holders will not effect
any sale or distribution, including in a private placement or pursuant to Rule
144 under the Securities Act, of any Common Shares during the seven days prior
to and during the 90-day period following the effective date of such
registration statement or such shorter period as the managing underwriter of the
relevant underwritten offering agrees to.
If any registration of Registrable Securities is made in connection with an
underwritten offering, the Company agrees, and will use reasonable efforts to
cause other persons holding 5% or more of the Common Shares (other than
institutional investment managers) to agree, not to effect any sale or
distribution of any of the Company's equity securities or of any security
convertible into or exchangeable or exercisable for any equity security of the
Company during the period beginning seven days prior to the effective date of
such registration statement and ending on the earlier of (1) 180 days after such
effective date, and (2) 90 days after such effective date, if the managing
underwriter in such underwritten offering permits such sale or distribution as
not materially adversely affecting the offering. The Kendall Registration Rights
Agreement provides that the Holders participating in any such offering will use
their reasonable efforts to obtain such permission from the managing
underwriter.
CERTAIN OTHER PROVISIONS. All expenses incident to the Company's
performance of its registration obligations under the Kendall Registration
Rights Agreement, including filing fees and the reasonable fees and expenses of
one counsel retained by the Holders of a majority of the Registrable Securities
being registered, will be paid by the Company. The foregoing does not include
underwriting commissions or discounts or transfer taxes, if any, attributable to
the sale of Registrable Securities by the Holders.
The Kendall Registration Rights Agreement contains customary indemnification
provisions whereby the Company is obligated to indemnity and hold harmless the
Holders and certain related parties, and the Holders are obligated under certain
circumstances to indemnify and hold harmless the Company and certain related
parties, in each case in connection with liabilities relating to the
registration of the Registrable Securities. The Kendall Registration Rights
Agreement also provides for certain rights of contribution in the event that
such indemnity is unavailable.
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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 August 6, 1997, there were
243,231,006 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
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the office of the registrar of Tyco for registration. The Tyco Board of
Directors may decline to register any 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.
TWO-FOR-ONE STOCK SPLIT. On August 1, 1997, Tyco announced a two-for-one
stock split on its Common Shares. The split will be in the form of a 100 percent
stock distribution payable on October 22, 1997 to shareholders of record on
October 1, 1997.
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 Tyco Shareholder Rights Plan.
WARRANTS
The A Warrants and the B Warrants were issued pursuant to two Warrant
Agreements, each dated as of July 7, 1992 (the "Warrant Agreements"), between
Kendall and Norwest Bank Minnesota, N.A, as warrant agent. Upon consummation of
the Kendall Merger and the subsequent ADT Merger, the Warrants became
exercisable for Common Shares and the Company assumed the obligations of Kendall
under the Warrant Agreements. The following summary of certain provisions of the
Warrants does not purport to be complete and is subject in all respects to the
provisions of the Warrant Agreements, copies of which are filed as exhibits to
the Registration Statement, to which reference is hereby made for a complete
statement of such provisions.
The Warrants were issued on July 7, 1992, in connection with the
restructuring of Kendall under Chapter 11 of the United States Bankruptcy Code
(the "Kendall Restructuring") to holders of equity securities of Kendall
outstanding prior to consummation of the Kendall Restructuring. Each A Warrant
entitled the holder thereof to purchase one share of common stock of Kendall at
a price of $15.46 per share, and each B Warrant entitled the holder to purchase
one share of common stock of Kendall at a price of $20.62 per share. As a result
of the Kendall Merger (and a two-for-one split of the Common Stock in November
1995) and the subsequent ADT Merger, each A Warrant entitles the holder thereof
to purchase 2.5897 Common Shares at an exercise price of $5.97 per share, and
each B Warrant entitles the holder thereof to purchase 2.5897 Common Shares at
an exercise price of $7.96 per share. The applicable exercise price and the
number of shares issuable upon exercise of the Warrants are subject to
adjustment in certain circumstances. Holders of the Warrants are not entitled to
any rights as shareholders of the Company until such holders properly exercise
the Warrants and acquire Common Shares.
SHAREHOLDER RIGHTS PLAN
In 1996, Tyco adopted a Shareholders Rights Plan (the "Tyco Shareholder
Rights Plan"). The Tyco Shareholders 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
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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.
PLAN OF DISTRIBUTION
The 12,424,964 Shares owned by the Westar Selling Shareholder may be offered
in one or more underwritten offerings or in one or more Block Trades, PROVIDED
that the total number of Demand Underwritten Offerings and Block Trades may not
exceed three in the aggregate. Shares that are Unrestricted Securities may not
be offered in a Block Trade pursuant to this Prospectus.
None of the Shares owned by the Westor Selling Shareholder may be offered
pursuant to this Prospectus after such time as the Shares owned by the Westar
Selling Shareholder cease to be Registrable Securities, or, if earlier, 24
months from the date of the Western Registration Rights Agreement. See "Selling
Shareholders--Westar Selling Shareholder--Western Registration Rights
Agreement."
The Warrants and/or Warrant Shares may be offered and sold from time to time
by the Kendall Selling Securityholders on the New York Stock Exchange (Warrant
Shares only), in the over-the-counter market, in privately negotiated
transactions or otherwise, at prices and terms then prevailing, at prices
related to the then-current market price, or in negotiated transactions, or at
negotiated prices. The Warrants and/or Warrant Shares offered hereby may be sold
by one or more of the following methods, without limitation: (a) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(b) a block trade in which a broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (c) purchases by a broker or dealer or
dealer as principal and resale by such broker or dealer for its account pursuant
to this Prospectus; and (d) face-to-face transactions between sellers and
purchasers without a broker-dealer.
In connection with the sale of Securities, underwriters may receive
compensation 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 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 will be described, in the Prospectus Supplement.
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the Securities may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by them and
profit on any resale of the Securities as principal might be deemed to be
underwriting discounts and commissions.
The Company has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act. 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.
The Company will pay expenses related to the Registration Statement and this
Prospectus (including registration fees with respect to the Warrant Shares)
estimated to be approximately $185,000. The Selling Shareholder will pay
expenses related to the Registration Statement and the Prospectus (including
registration fees with respect to the Shares other than the Warrant Shares)
estimated to be approximately $345,700.
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LEGAL MATTERS
The validity of the Common Shares to be sold pursuant to this Prospectus
will be passed upon by Appleby, Spurling & Kempe, Hamilton, Bermuda, special
counsel to Tyco.
EXPERTS
The supplemental consolidated financial statements of Tyco as of December
31, 1996 and 1995 and for each of the three years in the period ended December
31, 1996 included in Tyco's Current Report on Form 8-K and incorporated by
reference in this Prospectus give retroactive effect to the merger between ADT
Limited and Tyco International Ltd. (now Tyco International (US) Inc.) and have
been examined by Coopers & Lybrand. The consolidated financial statements of ADT
Limited as of December 31, 1996 and 1995 and for each of the three years in the
period ended December 31, 1996 (not separately presented, but incorporated
herein) have been audited by Coopers & Lybrand. The consolidated financial
statements of Tyco International Ltd (now Tyco International (US) Inc.) as of
December 31, 1996 and for the year then ended (not separately presented or
incorporated herein) and as of June 30, 1996 and 1995 and for each of the three
years in the period ended June 30, 1996 (not separately presented, but
incorporated herein) have been audited by Coopers & Lybrand L.L.P. Such reports
are incorporated by reference herein in reliance on the authority of said firms
as experts in accounting and auditing.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING SHAREHOLDER OR MERRILL LYNCH. THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF
ANY OFFER TO BUY, THE COMMON SHARES TO ANY PERSON IN ANY JURISDICTION WHERE, OR
IN ANY CIRCUMSTANCE IN WHICH, SUCH OFFER OR SOLICITATION MAY NOT BE LEGALLY
MADE. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR
ANY SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE AFFAIRS OF THE COMPANY OR
THE INFORMATION SET FORTH IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS SINCE
THE DATE HEREOF.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
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PAGE
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<S> <C>
Recent Developments............................. S-2
Plan of Distribution............................ S-2
PROSPECTUS
Available Information........................... 2
Incorporation of Certain Information by
Reference..................................... 2
The Company..................................... 3
Current Developments............................ 3
Use of Proceeds................................. 6
Selling Shareholders............................ 6
Description of Capital Stock.................... 13
Plan of Distribution............................ 15
Legal Matters................................... 16
Experts......................................... 16
</TABLE>
7,000,000 SHARES
[LOGO]
COMMON SHARES
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P R O S P E C T U S S U P P L E M E N T
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MERRILL LYNCH & CO.
SEPTEMBER 16, 1997
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