As filed with the Securities and Exchange Commission on May 8, 1998
File No. 333-43333
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
Registration Statement
Under
the Securities Act of 1933
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TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
BERMUDA
(State or other jurisdiction
of incorporation or organization)
NOT APPLICABLE
(IRS Employer
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. 2
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 the revised tax opinions of Appleby, Spurling & Kempe, Kramer,
Levin, Naftalis & Frankel, and Allen & Overy, included herewith respectively as
Exhibits 8.1, 8.2 and 8.3.
3
<PAGE>
ITEM 16. EXHIBITS
1 - Form of Underwriting Agreement (incorporated by reference as Exhibits
to the Registrant's Current Report on Form 8-K filed on March 6, 1998)
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)
3.5 - Bye-Laws of the Registrant (incorporated by reference as an Exhibit to
the Registrant's Registration Statement on Form S-3 filed on April 23,
1998)
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**
II-1
<PAGE>
23.1 - Consent of Coopers & Lybrand**
23.2 - Consent of Coopers & Lybrand L.L.P.**
23.3 - Consent of Arthur Andersen LLP**
24 - Power of Attorney**
25 - Statement of Eligibility of Trustee on Form T-1**
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* 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 No. 2 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 8th day
of May, 1998.
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
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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 No. 2 to the Registration Statement has been signed by
the following persons on May 8, 1998 in the capacities indicated below.
Signature Title
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* Chairman of the Board, President, Chief
- - ---------------------- Executive Officer and Director (Principal
L. Dennis Kozlowski Executive Officer)
* Director
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Michael A. Ashcroft
* Director
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Joshua M. Berman
* Director
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Richard S. Bodman
* Director
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John F. Fort
* Director
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Stephen W. Foss
* Director
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Richard A. Gilleland
* Director
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Philip M. Hampton
* Director
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James S. Pasman, Jr.
* Director
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W. Peter Slusser
/s/ MARK H. SWARTZ Executive Vice President and Chief Financial
- - ---------------------- Officer (Principal Financial and Accounting
Mark H. Swartz Officer)
* Director
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Frank E. Walsh, Jr.
By: /s/ MARK H. SWARTZ
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Mark H. Swartz
Attorney-in-Fact
EXHIBIT 8.1
[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 $2,000,000,000.
In rendering our opinion, we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate in connection with this opinion. Subject to the limitations set
forth below, our opinion is as set out in the section entitled "Certain United
States Federal Income, United Kingdom and Bermuda Tax Consequences" of the
Prospectus Supplement dated February 20, 1998 to the Prospectus that is part of
the Registration Statement filed by the Company with the United States
Securities and Exchange Commission (the "Prospectus").
Our opinion is limited to such matters. We express no opinion as to the laws of
the United Kingdom, the United States of America or any other territory or
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Certain United States Federal Income, United Kingdom and Bermuda Tax
Consequences--Bermuda" in the Prospectus. In giving this consent, we do not
concede that we are an "expert" for the purposes of the United States Securities
Act of 1933.
Very truly yours,
/s/ APPLEBY, SPURLING & KEMPE
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Appleby, Spurling & Kempe
EXHIBIT 8.2
[LETTERHEAD OF KRAMER, LEVIN, NAFTALIS & FRANKEL]
February 27, 1998
Tyco International Ltd.
The Gibbons Building
10 Queen Street
Suite 301
Hamilton HM11, Bermuda
Ladies and Gentlemen:
We have acted as United States tax counsel to Tyco International Ltd.,
a Bermuda company (the "Company"), in connection with the Company's issuance of
common shares, par value U.S.$.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, 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"
constitute our opinion as to the material United States federal income tax
consequences of an investment in the Common Shares.
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
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EXHIBIT 8.3
[LETTERHEAD OF ALLEN & OVERY]
3rd March, 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, our opinion is as set out 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."
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.
Yours faithfully,
/s/ ALLEN & OVERY
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Allen & Overy
