-----------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
(FINAL)
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
HOLMES PROTECTION GROUP, INC.
(Name of Subject Company)
TYCO INTERNATIONAL LTD.
T9 ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
436419105
(CUSIP number of class of securities)
MARK H. SWARTZ, EXECUTIVE VICE PRESIDENT
C/O TYCO INTERNATIONAL (US) INC.
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(603) 778-9700
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of Bidders)
with a copy to:
JOSHUA M. BERMAN, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 715-9100
Page 1 of 6 pages
Exhibit Index is located on page 5
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T9 Acquisition Corp., a Delaware corporation (the "Purchaser") and an
indirect wholly-owned subsidiary of Tyco International Ltd., a Bermuda company
("Tyco"), and Tyco hereby amend their Tender Offer Statement on Schedule 14D-1
dated January 6, 1998, as amended (the "Schedule 14D-1"), relating to the
Purchaser's offer to purchase all the outstanding shares of Common Stock, par
value $.01 per share (the "Shares"), of Holmes Protection Group, Inc., a
Delaware corporation (the "Company"). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings set forth in the Schedule
14D- 1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended to add the following:
"The Offer of the Purchaser to purchase all outstanding Shares of the
Company expired at 12:00 midnight, New York City time, on Tuesday, February 3,
1998. The tendered Shares were accepted by the Purchaser for payment, subject to
the terms of the Offer. Tyco issued a press release on February 4, 1998, in
which it disclosed that the Depositary had informed it that an aggregate of
6,115,891 Shares, representing approximately 97% of all the outstanding Shares
(including Shares subject to guaranteed delivery procedures), were tendered and
not withdrawn prior to the Expiration Date."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press release, issued February 4, 1998.
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 4, 1998
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
--------------------------
Name: Mark H. Swartz
Title: Executive Vice President and
Chief Financial Officer
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<PAGE>
SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 4, 1998
T9 ACQUISITION CORP.
By: /s/ Mark H. Swartz
--------------------------
Name: Mark H. Swartz
Title: Vice President
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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(a)(10) Press release issued on February 4, 1998 6
5
<PAGE>
FOR IMMEDIATE RELEASE CONTACT:
David P. Brownell
Senior Vice President
Tyco International (US) Inc.
(603) 778-9700
TYCO INTERNATIONAL COMPLETES TENDER OFFER FOR
HOLMES PROTECTION GROUP, INC.
Hamilton, Bermuda, February 4, 1998 -- Tyco International Ltd.
(NYSE-TYC, LSE-TYI) announced today that it has completed its $17 per share cash
tender offer for all outstanding common shares of Holmes Protection Group, Inc.
(NASDAQ-HLMS) ("Holmes"). The offer expired by its terms at 12:00 midnight, New
York City time, on February 3, 1998.
According to ChaseMellon Shareholder Services, L.L.C., the depositary,
6,115,891 common shares, representing approximately 97% of the outstanding
common shares of Holmes, were tendered by shareholders (including shares subject
to guaranteed delivery) prior to the offer's expiration.
Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer and installer of fire protection
systems, the largest provider of electronic security services in North America
and the United Kingdom and has strong leadership positions in disposable medical
products, packaging materials, flow control products, electrical and electronic
components and underwater telecommunications systems. The Company operates in
more than 75 countries around the world and has annual revenues in excess of $11
billion.
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