As filed with the Securities and Exchange Commission on March 24, 1998
File No. 333-33779
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
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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. [ ]
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<PAGE>
POST-EFFECTIVE AMENDMENT NO. 1
Tyco International Ltd. (the "Registrant") hereby amends the
Registrant's Registration Statement on Form S-3, File No. 333-33779, for the
sole purpose of filing Exhibits 23.1, 23.2 and 23.3. Pursuant to Rule 462(d),
this Post-Effective Amendment shall become effective immediately upon filing
with the Securities and Exchange Commission.
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<PAGE>
ITEM 16. EXHIBITS
3.1 - Memorandum of Association of Registrant (previously filed as an
Exhibit to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996)
3.2 - 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")
3.3 - Bye-Laws of 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)
5 - Opinion of Appleby, Spurling & Kempe regarding the validity of the
securities registered
10.1 - Settlement Agreement, dated as of July 16, 1997, between Registrant
and Western Resources, Inc.
10.2 - Registration Rights Agreement, dated August 14, 1997, among Westar
Capital, Inc., Western Resources, Inc. and Registrant
10.3 - Registration Rights Agreement, dated as of July 7,1992 (the "Kendall
Registration Rights Agreement"), among Kendall International, Inc.
(formerly CDK Holding Corporation; "Kendall") and certain holders of
Kendall securities (incorporated by reference to Exhibit 4.42 to the
Registration Statement on Form 10 of Kendall, as amended (the "Kendall
Form 10"))
10.4 - Amendment No. 1 to the Kendall Registration Rights Agreement, dated
July 11, 1994 (incorporated by reference to Exhibit 10 (b) to Tyco
International (US) Inc. (formerly Tyco International Ltd., "Old Tyco")
Registration Statement on Form S-3, File No. 33-57509)
10.5 - Warrant Agreement, dated as of July 7, 1992, between Holding and
Norwest Bank Minnesota, N.A., as warrant agent (the "Warrant Agent")
(including the form of A Warrant) (incorporated by reference to
Exhibit 10.46.1 to the Kendall Form 10)
10.6 - Warrant Agreement, dated as of July 7, 1992, between Kendall and the
Warrant Agent (including the form of B Warrant) (incorporated by
reference to Exhibit 10.46.3 to the Kendall Form 10)
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
- ---------------
* Filed herewith.
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<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 24th 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 24, 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
Stephen W. Foss
*
- -------------------------- Director
Richard A. Gilleland
*
- -------------------------- Director
Philip M. Hampton
*
- -------------------------- 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
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-3 (File No. 333- 33779) of Tyco International Ltd. (the
"Company") of our report dated November 21, 1997 on our audits of the
Consolidated Financial Statements and the Consolidated Financial Statement
Schedule of the Company as of September 30, 1997 and December 31, 1996 and for
the nine months ended September 30, 1997 and for each of the two years in the
period ended December 31, 1996, which report is included in the Company's
Transition Report on Form 10-K for the period ended September 30, 1997. We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND
Hamilton, Bermuda
March 20, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-3 (File No. 333- 33779) of Tyco International Ltd. (the
"Company") of our report dated July 10, 1997, which is included in the Company's
Transition Report on Form 10-K for the period ended September 30, 1997, on our
audits of the Consolidated Financial Statements and the Consolidated Financial
Statement Schedule of Tyco International Ltd. (subsequently renamed Tyco
International (US) Inc.) as of December 31, 1996 and for the years ended
December 31, 1996 and June 30, 1995 (not presented separately therein). We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
March 20, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-3 (File No.
333-33779) of Tyco International Ltd. (the "Company") of our report dated
January 31, 1997 on our audits of the consolidated financial statements of
Keystone International, Inc. and subsidiaries as of December 31, 1996 and for
each of the two years in the period then ended, included in the Company's
Transition Report on Form 10-K for the year ended September 30, 1997, and to all
references to our Firm included in the Registration Statement.
ARTHUR ANDERSEN LLP
March 20, 1998
Houston, Texas
