As filed with the Securities and Exchange Commission on March 2, 1998
File No. 333-43333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
Registration Statement
Under
the Securities Act of 1933
---------------
TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
BERMUDA NOT APPLICABLE
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
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)
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, please 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|
<PAGE>
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. |_|
2
<PAGE>
POST-EFFECTIVE AMENDMENT NO. 1
Tyco International Ltd. (the "Registrant") hereby amends the
Registrant's Registration Statement on Form S-3, File No. 333-43333, for the
purpose of filing Exhibits 8.1, 8.2 and 8.3. In addition, this Post-Effective
Amendment also includes the revised opinion of Appleby, Spurling & Kempe,
included herewith as Exhibit 5.1.
3
<PAGE>
ITEM 16. EXHIBITS
1 - Form of Underwriting Agreement*
3.1 - Memorandum of Association (as altered) of the Registrant (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*
4.7 - Form of Common Share Certificate**
5.1 - Opinion of Appleby, Spurling & Kempe
5.2 - Opinion of Kramer, Levin, Naftalis & Frankel**
8.1 - Tax Opinion of Appleby, Spurling & Kempe
8.2 - Tax Opinion of Kramer, Levin, Naftalis & Frankel
8.3 - Tax Opinion of Allen & Overy
12 - Statement of Computation of Ratio of Earnings to Fixed Charges**
23.1 - Consent of Coopers & Lybrand**
II-1
<PAGE>
23.2 - Consent of Coopers & Lybrand L.L.P.**
23.3 - Consent of Arthur Andersen LLP**
24 - Power of Attorney**
25 - Statement of Eligibility of Trustee on Form T-1**
- ---------------
* To be filed by amendment or under cover of Form 8-K and incorporated
herein by reference.
** Previously filed.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to the 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 2nd day of
March, 1998.
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
---------------------------
Mark H. Swartz
Executive Vice President --
Chief Financial Officer
(Principal Financial
and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons on March 2, 1998 in the capacities indicated below.
Signature Title
--------- -----
* Chairman of the Board, President, Chief
- -------------------------- Executive Officer and Director (Principal
L. Dennis Kozlowski Executive Officer)
*
- -------------------------- Director
Michael A. Ashcroft
*
- -------------------------- Director
Joshua M. Berman
*
- -------------------------- Director
Richard S. Bodman
*
- -------------------------- Director
John F. Fort
Director
*
- -------------------------- Director
Stephen W. Foss
*
- -------------------------- Director
Richard A. Gilleland
*
- -------------------------- Director
Philip M. Hampton
Director
*
- -------------------------- Director
James S. Pasman, Jr.
*
- -------------------------- Director
W. Peter Slusser
/s/ MARK H. SWARTZ
- -------------------------- Executive Vice President and Chief
Mark H. Swartz Financial Officer (Principal Financial
and Accounting Officer)
*
- -------------------------- Director
Frank E. Walsh, Jr.
By: /s/ MARK H. SWARTZ
----------------------
Mark H. Swartz
Attorney-in-Fact
[LETTERHEAD OF APPLEBY, SPURLING & KEMPE]
27 February, 1998
Tyco International Ltd.
The Gibbons Building
10 Queen Street
Hamilton HM 11
Bermuda
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as attorneys in Bermuda for Tyco International Ltd., a
Bermuda limited liability company ("Tyco"), in connection with its filing with
the Securities and Exchange Commission of a Registration Statement on Form S-3,
File No. 333-43333, as amended (the "Registration Statement"), with respect to
the Company's (i) unsecured debt securities ("Debt Securities"), (ii) common
shares, US$.20 par value share (the "Common Shares"), (iii) share purchase
contracts to purchase Common Shares ("Share Purchase Contracts"), and (iv) 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 the Common Shares under
the Share Purchase Contracts and, together with the Debt Securities, the Common
Shares and the Share Purchase Contracts, to be issued from time to time pursuant
to Rule 415 under the Securities Acto of 1933, as amended, of the United States,
for an aggregate initial offering price not to exceed $2,000,000,000.
This opinion is based upon and confined to the laws of
Bermuda presently in force as currently applied by the Courts of Bermuda. We
have made no investigation of, nor do we express any opinion as to, the laws of
any jurisdiction other than Bermuda.
In order to render this opinion, we have been supplied with
and have reviewed and relied upon the following documents:
(a) the Certificate of Incorporation, Memorandum of
Association and Bye-laws of Tyco;
(b) a copy of resolutions adopted by the Shareholders at a
Special General Meeting of Tyco held 2nd July 1997;
(c) a copy of the Registration Statement;
(d) a copy of the Certificate of Mark H. Swartz, Executive
Vice President of the Company dated 27 February, 1998
as to the resolutions of the Board of Directors of the
Company adopted on February 10, 1998 (the "Board
Resolutions");
(e) a copy of the Register of Members and an extract from
the Branch Register of Members maintained by
ChaseMellon; and
(f) a copy of the permission dated 27 May, 1997 given by
the Bermuda Monetary Authority under the Exchange
Control Act (1972) and related regulations for the
issue of Tyco Common Shares.
<PAGE>
We have also relied upon our searches of documents of public
record maintained by the Registrar of Companies in Bermuda made on 27 January,
1998 and of the Causes Book of the Supreme Court of Bermuda, made on the same
day (the "Searches").
We have assumed:
(i) that there is no provision of the law, regulation or
public policy of any jurisdiction, other than Bermuda, which
might have a material effect on any of the opinions herein
expressed;
(ii) that all representations appearing in the Registration
Statement are true and complete in all material respects;
(iii) the genuineness of all signatures on the documents
examined by us;
(iv) the conformity to original documents, of all documents
produced to us as copies and the authenticity of all
original documents which, or copies of which, have been
submitted to us;
(v) that the information disclosed by our Searches has not
been materially altered and that the Searches did not fail
to disclose any material information which had been
delivered for filing or registration, but was not disclosed
or did not appear on the public file at the time of the
Searches.
Unless otherwise defined herein, terms defined in the
Registration Statement have the same meanings when used in this opinion.
Based on and subject to the foregoing, subject to the
reservations set out below, and to any matters not disclosed to us, we are of
the opinion that:
(1) Tyco has been duly incorporated as a limited liability
company and is validity existing and in good standing under
the laws of Bermuda and has all requisite corporate power
and authority to issue the Shares;
(2) All necessary action required to be taken by Tyco
pursuant to Bermuda law has been taken by or on behalf of
Tyco and all the necessary authorizations and approvals of
Governmental authorities in Bermuda have been duly obtained
for the issue by Tyco of the Shares.
(3) When duly issued and paid for pursuant to and in
accordance with the terms of the Board Resolutions and in
accordance with the terms and conditions referred to or
summarized in the Registration Statement the Shares will be
validly issued, fully paid and non-assessable shares in the
capital of Tyco.
(4) There are no taxes, duties or other charges payable to
or chargeable by the Government of Bermuda, or any authority
or agency thereof, in respect of the issue of the Shares.
Our reservations are:
A. Any reference in this opinion to shares being
"non-assessable" shall mean, in relation to fully paid
shares of Tyco and subject to any contrary provision in any
agreement in writing between such company increases his
liability to contribute to the share capital of, or
otherwise to pay money to, Tyco.
B. We express no opinion as to any other law other than
Bermuda law and none of the opinions expressed herein
relates to compliance with or matters governed by the laws
of any jurisdiction except Bermuda.
<PAGE>
This opinion is addressed to you in connection with the
registration of the Shares pursuant to the United States Securities Act of 1933,
as amended.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to our
Firm under the caption "Validity of Securities" in the Prospectus included as
part of the Registration Statement.
This opinion is to be governed by and construed in
accordance with the laws of Bermuda.
Yours faithfully,
/s/ APPLEBY, SPURLING & KEMPE
-----------------------------
Appleby, Spurling & Kempe
[LETTERHEAD OF APPLEBY, SPURLING & KEMPE]
27 February, 1998
Tyco International Ltd.
The Gibbons Building
10 Queen Street
Suite 301
Hamilton HM11
Bermuda
Dear Sirs,
RE: REGISTRATION STATEMENT ON FORM S-3
REGISTRATION NO. 333-43333
We have acted as attorneys in Bermuda for Tyco International Ltd., a Bermuda
limited liability company (the "Company"), in connection with its filing with
the Securities and Exchange Commission of a Registration Statement on Form S-3,
File No. 333-43333, as amended (the "Registration Statement"), with respect to
the Company's (i) unsecured debt securities ("Debt Securities"), (ii) common
shares, US$.20 par value per share (the "Common Shares"), (iii) share purchase
contracts to purchase Common Shares ("Share Purchase Contracts"), and (iv) 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 the Common Shares under
the Share Purchase Contracts and, together with the Debt Securities, the Common
Shares and the Share Purchase Contracts, to be issued from time to time pursuant
to Rule 415 under the Securities Act of 1933, as amended, of the United States,
for an aggregate initial offering price not to exceed $2,000,000,000.
In connection therewith, we have prepared the discussion on the Bermuda tax
consequences with respect to the Common Shares set forth under the caption
"Certain United States Federal Income, United Kingdom and Bermuda Tax
Consequences" (the "Discussion") in the Prospectus Supplement dated February 20,
1998 to the Prospectus that is part of the Registration Statement filed by the
Company with the United States Securities and Exchange Commission (the
"Prospectus").
In rendering our opinion, we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate in connection with this opinion. It is our opinion that the
material Bermuda tax consequences with respect to the Common Share are as set
forth in the Discussion. Our opinion is limited to such matters. We express no
opinion as to the laws of the United Kingdom, the United States of America or
any other territory or jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Certain United States Federal Income, United Kingdom and Bermuda Tax
Consequences" in the Prospectus. In giving this consent, we do not concede that
we are an "expert" for the purposes of the Securities Act of 1933.
Very truly yours,
/s/ APPLEBY, SPURLING & KEMPE
-----------------------------
Appleby, Spurling & Kempe
[LETTERHEAD OF KRAMER, LEVIN, NAFTALIS & FRANKEL]
February 27, 1998
Tyco International Ltd.
The Gibbons Building
10 Queen Street
Suite 301
Hamilton HM11, Bermuda
Ladies and Gentlemen:
We have acted as United States tax counsel to Tyco
International Ltd., a Bermuda company (the "Company"), in connection with the
Company's issuance of common shares, par value U.S.$.20 per share (the "Common
Shares"), pursuant to its registration statement on Form S-3, File No.
333-43333, as amended (the "Registration Statement"). All capitalized terms used
herein have their respective meanings set forth in the Registration Statement
unless otherwise stated.
For purposes of the opinion set forth below, we have reviewed
and relied upon the Registration Statement and such other documents, records,
and instruments as we have deemed necessary or appropriate as a basis for our
opinion. In addition, in rendering our opinion we have relied upon certain
statements and representations made by the Company, which we have neither
investigated nor verified. We have assumed that such statements and
representations are true, correct, complete, and not breached, and that no
actions that are inconsistent with such statements and representations will be
taken. We have also assumed that all representations made "to the best knowledge
of" or "beliefs" of any persons will be true, correct, and complete as if made
without such qualification. Any inaccuracy in, or breach of, any of the
aforementioned statements, representations, and assumptions or any change after
the date hereof in applicable law could adversely affect our opinion. No ruling
has been (or will be) sought from the Internal Revenue Service by the Company as
to the United States federal income tax consequences to holders of Common
Shares. The opinion expressed herein is not binding on the IRS or any court, and
there can be no assurance that the IRS or a court of competent jurisdiction will
not disagree with such opinion.
Based upon and subject to the foregoing as well as the
limitations set forth below, it is our opinion, under presently applicable
federal income tax law, that the statements contained in the section of the
Prospectus Supplement dated February 20, 1998 to the Prospectus that is part of
the Registration Statement (the "Prospectus") entitled "Certain United States
Federal Income, United Kingdom and Bermuda Tax Consequences -- United States"
are correct.
No opinion is expressed as to any matter not specifically
addressed above. Also, no opinion is expressed as to the tax consequences of the
purchase, ownership, and disposition of the Common Shares under any foreign,
state, or local tax law. Furthermore, our opinion is based on current United
States federal income tax law and administrative practice, and we do not
undertake to advise you as to any changes in federal income tax law or
administrative practice that may affect our opinion unless we are specifically
asked to do so.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the
captions "Certain United States Federal Income, United Kingdom and Bermuda Tax
Consequences -- United States" and "Validity of Shares" in the Prospectus. The
giving of this consent, however, does not constitute an admission that we are
"experts" within the meaning of Section 11 of the Securities Act of 1933, as
amended, or within the category of persons whose consent is required by Section
7 of said Act.
<PAGE>
This opinion has been delivered to you for the purpose of
being included as an exhibit to the Registration Statement.
Very truly yours,
/s/ KRAMER, LEVIN, NAFTALIS & FRANKEL
[LETTERHEAD OF ALLEN & OVERY]
24th February, 1998
Tyco International Ltd.
The Gibbons Building
10 Queen Street
Hamilton HM11
Bermuda
Dear Sirs,
We have acted as special legal advisers in England for Tyco International Ltd.,
a Bermuda company, ("Tyco") in connection with Tyco's issuance of Common Shares,
par value U.S.$0.20 per share ("Common Shares") pursuant to its registration
statement on Form S-3, File No. 333-43333, as amended (the "Registration
Statement").
In rendering our opinion, we have assumed that Tyco is not managed and
controlled in the United Kingdom. Based on that assumption and subject to the
limitations set forth below, it is our opinion that, as a matter of current
United Kingdom law and practice, the statements contained in the section of the
Prospectus Supplement dated February 20, 1998 to the Prospectus that is part of
the Registration Statement (the "Prospectus") entitled "Certain United States
Federal Income, United Kingdom and Bermuda Tax Consequences" in the paragraph
headed "United Kingdom" are correct.
Our opinion is confined to such matters. We express no opinion as to the laws of
Bermuda, the United States of America or any other territory or jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Certain United States Federal Income, United Kingdom and Bermuda Tax
Consequences - United Kingdom" in the Prospectus. In giving this consent we do
not concede that we are "experts" for the purposes of the United States
Securities Act of 1933 or within the category of persons whose consent is
required by section 7 of said Act.
Yours faithfully,
/s/ ALLEN & OVERY
-----------------
Allen & Overy
