TYCO INTERNATIONAL LTD /BER/, 424B5, 1998-03-03

TYCO INTERNATIONAL LTD /BER/
424B5, 1998-03-03
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC

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<PAGE>
Filed pursuant to Rule 424(b)(5)
Registration No. 333-43333

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 19, 1998)
22,000,000 SHARES

[TYCO LOGO]
COMMON SHARES
--------------
All of the 22,000,000 Common Shares offered hereby are being sold by Tyco
International Ltd. (the "Company"). Of the 22,000,000 Common Shares being
offered hereby, 17,600,000 Common Shares are being offered for sale initially in
the United States and Canada by the U.S. Underwriters and 4,400,000 Common
Shares are being offered for sale initially in a concurrent offering outside the
United States and Canada by the International Managers. The initial public
offering price and the underwriting discount per share will be identical for
both Offerings. See "Underwriting."
The Common Shares are traded on the New York Stock Exchange under the symbol
"TYC," on the London Stock Exchange under the symbol "TYI" and on the Bermuda
Stock Exchange under the symbol "TYC." On March 2, 1998, the last sale price of
the Common Shares, as reported on the New York Stock Exchange, was $50 3/4 per
share. See "Price Range of Common Shares and Dividends."
------------------
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.

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
<S> <C> <C> <C>
Per Common Share......................................... $50.75 $1.40 $49.35
Total(3)................................................. $1,116,500,000 $30,800,000 $1,085,700,000
</TABLE>

(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses payable by the Company, estimated at $1,000,000.
(3) The Company has granted the U.S. Underwriters and the International Managers
options to purchase up to an additional 2,640,000 and 660,000 Common Shares,
respectively, in each case exercisable within 30 days after the date hereof,
solely to cover over-allotments, if any. If such options are exercised in
full, the total Price to Public, Underwriting Discount and Proceeds to
Company will be $1,283,975,000, $35,420,000 and $1,248,555,000,
respectively. See "Underwriting."
------------------
The Common Shares are offered by the several Underwriters, subject to prior
sale, when, as and if issued to and accepted by them, subject to approval of
certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of the shares will be made in New York, New York, on or about March 6,
1998.
------------------
MERRILL LYNCH & CO.
CREDIT SUISSE FIRST BOSTON
LEHMAN BROTHERS
J.P. MORGAN & CO.
-----------

The date of this Prospectus Supplement is March 2, 1998.
<PAGE>
[TYCO LOGO]

PHOTOS FOR INSIDE FRONT COVER TO PROSPECTUS SUPPLEMENT

UPPER LEFT-HAND CORNER
DISPOSABLE AND SPECIALTY PRODUCTS

DISPOSABLE MEDICAL PRODUCTS.

LOWER LEFT-HAND CORNER
FLOW CONTROL

ASSORTMENT OF VALVES INCLUDING
NEOTECHA, ANVIL, GRINNELL AND MUELLER.

UPPER RIGHT-HAND CORNER
FIRE AND SECURITY SERVICES

FIRE PROTECTION PRODUCTS
INCLUDING EXTINGUISHERS,
HYDRANTS AND MONITORING
PANELS.

LOWER RIGHT-HAND CORNER
ELECTRICAL/ELECTRONICS

TYCO SUBMARINE SYSTEMS
FIBER OPTIC CABLES
AND PRINTED CIRCUIT BOARDS.

Certain persons participating in the Offerings may engage in transactions
that stabilize, maintain, or otherwise affect the price of the Common Shares.
Such transactions may include stabilizing and the purchase of the Common Shares
to cover syndicate short positions. For a description of these activities, see
"Underwriting."

S-2
<PAGE>
PROSPECTUS SUPPLEMENT SUMMARY

THE COMPANY

Tyco International Ltd. ("Tyco" or the "Company") is a diversified
manufacturing and service company that, through its subsidiaries, operates in
four segments: (i) the manufacture and distribution of disposable medical
supplies and other specialty products, and the conduct of vehicle auctions and
related services; (ii) the design, manufacture, installation and service of fire
detection and suppression systems, and the installation, monitoring and
maintenance of electronic security systems; (iii) the manufacture and
distribution of flow control products; and (iv) the manufacture and distribution
of electrical and electronic components, and the design, manufacture,
installation and service of undersea cable communication systems.

Tyco's strategy is to be the 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.

On July 2, 1997, a wholly-owned subsidiary of what was formerly called ADT
Limited ("ADT") merged with Tyco International Ltd., a Massachusetts corporation
("Former Tyco"). Upon consummation of the merger, ADT (the continuing public
company) changed its name to Tyco International Ltd. Former Tyco became a
wholly-owned subsidiary of the Company and changed its name to Tyco
International (US) Inc. ("Tyco US"). In addition, Tyco merged with INBRAND
Corporation ("INBRAND") and Keystone International, Inc. ("Keystone") on August
27, 1997 and August 29, 1997, respectively. These combinations are collectively
referred to as the "Mergers" and are more fully described in Notes 1 and 2 to
the Consolidated Financial Statements contained in the Company's Transition
Report on Form 10-K for the nine-month period ended September 30, 1997,
incorporated herein by reference (the "Form 10-K"). In September 1997, the
Company changed its fiscal year from December 31 to September 30. References to
Fiscal 1997 are to the nine-month period ended September 30, 1997. References to
1996 and 1995 are to the corresponding calendar years.

On February 27, 1998, the Company acquired from American Home Products
Corporation its Sherwood-Davis & Geck division ("Sherwood") for $1.77 billion in
cash. Sherwood, with annual revenues of approximately $1.0 billion, is a global
manufacturer of medical and surgical devices, including catheters, needles and
syringes, sutures, thermometers and other specialized disposable medical
products.

The Company is a Bermuda company. Its registered and principal executive
offices are located at The Gibbons Building, 10 Queen Street, Suite 301,
Hamilton HM 11, Bermuda, and its telephone number is (441) 292-8674. The
executive office of Tyco International (US) Inc., the subsidiary that supervises
the activities of the subsidiaries of the Company in North America, is located
at One Tyco Park, Exeter, New Hampshire 03833, and its telephone number is (603)
778-9700.

S-3
<PAGE>
THE OFFERINGS

The offering of 17,600,000 of the Company's common shares, par value $0.20
per share (the "Common Shares"), in the United States and Canada and the
offering of 4,400,000 Common Shares outside the United States and Canada are
collectively referred to herein as the "Offerings." Unless otherwise indicated,
all information included in this Prospectus Supplement assumes the Underwriters'
over-allotment options are not exercised.

<TABLE>
<S> <C>
Common Shares Offered by the Company......... 22,000,000 shares

Common Shares to be Outstanding after
the Offerings(1)........................... 572,204,230 shares
Use of Proceeds.............................. The net proceeds to be received by the
Company from the Offerings will be used to
repay indebtedness incurred in connection
with acquisitions. See "Use of Proceeds."
New York Stock Exchange Symbol............... "TYC"
London Stock Exchange Symbol................. "TYI"
Bermuda Stock Exchange Symbol................ "TYC"
</TABLE>

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(1) Based on outstanding shares as of February 17, 1998.

S-4
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables set forth summary consolidated financial data of the
Company. The information presented for the three months ended December 31, 1997
and 1996 are unaudited and, in the opinion of management, includes all
adjustments, consisting of normal recurring adjustments necessary for a fair
presentation of such data. The results for the three months ended December 31,
1997 are not necessarily indicative of the results to be expected for the full
fiscal year. The summary consolidated financial data should be read in
conjunction with the audited and unaudited Consolidated Financial Statements of
the Company and related notes, incorporated herein by reference, and the
information contained in "Selected Consolidated Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Operating
Results" included elsewhere herein. (All references in this Prospectus
Supplement and the accompanying Prospectus to "$" are to U.S. dollars.)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED NINE MONTHS YEAR ENDED
DECEMBER 31, ENDED DECEMBER 31,
-------------------- SEPTEMBER 30, --------------------
1997 1996 1997(1) 1996 1995(2)
--------- --------- ------------- --------- ---------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.......................................................... $ 2,687.5 $ 2,232.1 $ 7,588.2 $ 8,103.7 $ 6,915.6
Cost of sales...................................................... 1,791.7 1,528.8 5,102.6 5,475.2 4,665.3
Selling, general and administrative................................ 500.9 444.8 1,534.9 1,656.5 1,495.4
Merger, restructuring and other non-recurring costs................ -- 237.3 917.8 246.1 97.1
Charge for the impairment of long-lived assets..................... -- -- 148.4 744.7 8.2
Write off of purchased in-process research and development......... -- -- 361.0 -- --
--------- --------- ------------- --------- ---------
Operating income (loss)............................................ 394.9 21.2 (476.5) (18.8) 649.6
--------- --------- ------------- --------- ---------
Interest, net...................................................... (43.0) (41.0) (113.3) (161.8) (168.5)
Other income less expenses......................................... 7.5 118.4 -- 119.4 (5.0)
--------- --------- ------------- --------- ---------
Income (loss) before income taxes and extraordinary
items(3)(4)(5)................................................... 359.4 98.6 (589.8) (61.2) 476.1
Income taxes....................................................... (118.6) (30.5) (187.0) (235.5) (208.6)
--------- --------- ------------- --------- ---------
Income (loss) before extraordinary items........................... 240.8 68.1 (776.8) (296.7) 267.5
Extraordinary items, net of taxes.................................. (0.9) (2.6) (58.3) (8.4) (12.4)
--------- --------- ------------- --------- ---------
Net income (loss).................................................. $ 239.9 $ 65.5 $ (835.1) $ (305.1) $ 255.1
--------- --------- ------------- --------- ---------
--------- --------- ------------- --------- ---------
Basic earnings per share(6):
Income (loss) before extraordinary items........................... $ .44 $ .14 $ (1.50) $ (.62) $ .58
Extraordinary items, net of taxes.................................. -- -- (.11) (.02) (.03)
--------- --------- ------------- --------- ---------
Net Income (Loss).................................................. $ .44 $ .14 $ (1.61) $ (.64) $ .55
--------- --------- ------------- --------- ---------
--------- --------- ------------- --------- ---------
Diluted earnings per share(6):
Income (loss) before extraordinary items........................... $ .43 $ .14 $ (1.50) $ (.62) $ .57
Extraordinary items, net of taxes.................................. -- (.01) (.11) (.02) (.03)
--------- --------- ------------- --------- ---------
Net Income (Loss).................................................. $ .43 $ .13 $ (1.61) $ (.64) $ .54
--------- --------- ------------- --------- ---------
--------- --------- ------------- --------- ---------
Cash dividends per common share(6)(7).............................. $ 0.025 See (7) below.
---------
---------
</TABLE>

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(1) In September 1997, the Company changed its fiscal year end from December 31
to September 30. Accordingly, the nine-month transition period ended
September 30, 1997 is presented.

(2) Prior to the respective Mergers, ADT and Keystone had a December 31 fiscal
year end and Former Tyco had a June 30 fiscal year end. The historical
results have been combined using a December 31 fiscal year end for ADT,
Keystone and Former Tyco for the year ended December 31, 1996. For 1995, the
results of operations and financial position reflect the combination of ADT
and Keystone with a December 31 fiscal year end and Former Tyco with a June
30 fiscal year end. Net sales and net income for Former Tyco for the period
July 1, 1995 through December 31, 1995 (which results are not included in
the historical combined results) were $2.46 billion and $136.4 million,
respectively.

S-5
<PAGE>
Tyco, Keystone, and INBRAND. See Notes 11 and 15 to the Consolidated
Financial Statements contained in the Form 10-K. Fiscal 1997 also includes a
charge of $361.0 million for the write-off of purchased in-process research
and development related to the acquisition of AT&T's submarine systems
business.

(4) Operating loss in 1996 includes non-recurring charges of $744.7 million
related to the adoption of Statement of Financial Accounting Standards No.
121 "Accounting for the Impairment of Long-Lived Assets to be Disposed Of,"
$237.3 million related principally to the restructuring of ADT's electronic
security services business in the United States and United Kingdom and $8.8
million of fees and expenses related to ADT's acquisition of Automated
Security (Holdings) PLC, a United Kingdom quoted company ("ASH"; such
acquisition, the "ASH merger"). See Notes 11 and 15 to the Consolidated
Financial Statements contained in the Form 10-K.

(5) Operating income in 1995 includes a loss of $65.8 million on the disposal of
the European auto auction business and a gain of $31.4 million from the
disposal of the European electronic article surveillance business. See Note
3 to the Consolidated Financial Statements contained in the Form 10-K.
Operating income also includes non-recurring charges of $97.1 million for
restructuring charges at ADT and at Keystone and for the fees and expenses
related to Former Tyco's merger with Kendall International, Inc. in October
1994 (the "Kendall merger"), as well as a charge of $8.2 million relating to
the divestiture of certain assets by Keystone. See Notes 11 and 15 to
Consolidated Financial Statements contained in the Form 10-K.

(6) Per share amounts for all periods presented have been restated to give
effect to the Mergers, including a 0.48133 reverse stock split effected on
July 2, 1997 in connection with the merger of Former Tyco and ADT, and a
two-for-one stock split distributed on October 22, 1997 effected in the form
of a stock dividend.

(7) Prior to the merger with Former Tyco, ADT had not declared any dividends on
its common shares since April 1991. Former Tyco declared quarterly dividends
of $0.025 per share in the first two quarters of Fiscal 1997 and aggregate
dividends of $0.10 per share in 1996 and 1995. Keystone declared quarterly
dividends of $0.19 per share in each of the three quarters in Fiscal 1997
and aggregate dividends of $0.76 per share in 1996 and 1995. Tyco declared a
dividend of $0.025 per share in the third quarter of Fiscal 1997 and the
first quarter of fiscal 1998. The payment of dividends by Tyco in the future
will be determined by the Company's Board of Directors and will depend on
business conditions, Tyco's financial condition and earnings and other
factors.

S-6
<PAGE>

<TABLE>
<CAPTION>
THREE MONTHS
ENDED NINE MONTHS YEAR ENDED
DECEMBER 31, ENDED DECEMBER 31,
-------------------- SEPTEMBER 30, -----------------------
1997 1996 1997 1996 1995
--------- --------- ------------- --------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
SEGMENT DATA:
Sales:
Disposable and Specialty Products...................... $ 676.6 $ 581.0 $ 2,000.3 $ 2,001.0 $1,819.7
Fire and Security Services............................. 1,126.6 1,019.0 3,149.1 3,694.9 3,054.3
Flow Control Products.................................. 550.0 511.5 1,684.1 1,928.8 1,611.5
Electrical and Electronic Components................... 334.3 120.6 754.7 479.0 430.1
--------- --------- ------------- --------- --------
$ 2,687.5 $ 2,232.1 $ 7,588.2 $ 8,103.7 $6,915.6
--------- --------- ------------- --------- --------
--------- --------- ------------- --------- --------
Operating income (loss):
Disposable and Specialty Products...................... $ 123.6 $ 96.4 $ 197.4(2) $ 358.9(6) $ 265.6(8)
Fire and Security Services............................. 146.4 (137.6)(1) (312.4)(3) (621.3)(7) 247.2(9)
Flow Control Products.................................. 71.9 51.9 (92.1)(4) 198.0 126.6(10)
Electrical and Electronic Components................... 71.6 22.5 (224.6)(5) 89.0 76.4
Corporate and other expenses........................... (18.6) (12.0) (44.8) (43.4) (66.2)(11)
--------- --------- ------------- --------- --------
$ 394.9 $ 21.2 $ (476.5) $ (18.8) $ 649.6
--------- --------- ------------- --------- --------
--------- --------- ------------- --------- --------
BALANCE SHEET DATA (at end of period):
Working capital.......................................... $ 412.0 $ 117.0 $ 292.7 $ 777.1
Total assets............................................. 10,514.0 10,447.0 8,471.3 7,357.8
Long-term debt........................................... 2,382.2 2,480.6 1,878.4 1,760.7
Convertible redeemable preference shares................. -- -- -- 4.9
Shareholders' equity..................................... 3,842.8 3,429.4 3,288.6 3,342.7
</TABLE>

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(1) Includes non-recurring charges of $237.3 million related to restructuring
and other non-recurring items in ADT's electronic security services
operations.

(2) Includes charges of $131.3 million related to merger, restructuring and
other non-recurring charges in connection with the INBRAND merger.

(3) Includes charges of $530.3 million related to merger, restructuring and
other non-recurring charges and $118.8 million related to the impairment of
long-lived assets in connection with the merger of ADT and Former Tyco.

(4) Includes charges of $256.2 million related to merger, restructuring and
other non-recurring charges and $29.6 million related to the impairment of
long-lived assets in connection with the Keystone merger.

(5) Includes a charge of $361.0 million related to the write off of purchased
in-process research and development costs in connection with an
acquisition.

(6) Includes a charge of $13.0 million related to the impairment of long-lived
assets in ADT's vehicle auction services operations.

(7) Includes charges of $731.7 million related to the impairment of long-lived
assets and $237.3 million relating to restructuring and other non-recurring
items in ADT's electronic security services operations and $8.8 million
related to professional and other transactions costs in connection with the
ASH merger.

(8) Includes a loss of $65.8 million on the disposal of the European auto
auction business.

(9) Includes charges of $34.2 million related to restructuring and other
non-recurring items in ADT's electronic security services operations.

(10) Includes charges of $22.8 million for restructuring and severance costs,
$8.2 million for the impairment of assets held for sale and $2.9 million
related to plant closures and related costs in connection with Keystone's
work force reduction and divestiture of underperforming assets in 1995.

(11) Includes a charge of $37.2 million related to professional and other
transaction costs in connection with the Kendall merger.

S-7
<PAGE>
THE COMPANY

Tyco International Ltd. ("Tyco" or the "Company") is a diversified
manufacturing and service company that, through its subsidiaries, operates in
four segments: (i) the manufacture and distribution of disposable medical
supplies and other specialty products, and the conduct of vehicle auctions and
related services; (ii) the design, manufacture, installation and service of fire
detection and suppression systems. and the installation, monitoring and
maintenance of electronic security systems; (iii) the manufacture and
distribution of flow control products; and (iv) the manufacture and distribution
of electrical and electronic components, and the design, manufacture,
installation and service of undersea cable communication systems.

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. There can be no assurance that any of
such acquisitions will be consummated.

DISPOSABLE AND SPECIALTY PRODUCTS

The principal divisions in the Disposable and Specialty Products group are
Kendall International ("Kendall"), ADT Automotive and the Tyco Plastics Group.

Kendall manufactures and distributes medical supplies, disposable medical
products, personal absorbent products, adhesive products, tapes and other
products. ADT Automotive is the second largest provider of vehicle auction
services in the United States. The Tyco Plastics Group manufactures polyethylene
films and packaging, industrial and consumer plastic products, molded plastic
garment hangers, and laminated and coated products.

KENDALL

Kendall conducts its operations through four business units: Kendall
Healthcare, Kendall International, Kendall-Polyken and Ludlow Technical
Products. In each of its business units, Kendall competes with numerous
companies, including a number of larger, well-established companies. Kendall
relies on its reputation for quality and dependable service, together with its
low-cost manufacturing and innovative products, to compete in its markets.

The Kendall Healthcare business unit manufactures and markets a broad range
of wound care, vascular therapy, urological care, incontinence care, anesthetic
care and other products to hospitals in the United States and Canada and to
alternate site health care customers. Kendall Healthcare is the industry leader
in gauze production with its Kerlix-Registered Trademark- and
Curity-Registered Trademark- brands. Kendall Healthcare's other core product
category consists of its vascular therapy products, principally anti-embolism
stockings, marketed under the T.E.D.-Registered Trademark- brand name,
sequential pneumatic compression devices sold under the SCD-TM- brand name and a
venous plexus foot pump. Kendall Healthcare pioneered the pneumatic compression
form of treatment and continues to be the dominant participant in the pneumatic
compression and elastic stocking segments of the vascular therapy market.

Kendall Healthcare has become an industry leader in the adult incontinence
market serving both the acute care and long-term care markets. It offers a
complete line of disposable adult briefs, underpads and other related products.
INBRAND also manufactures a broad range of disposable personal absorbent
products, including adult incontinence products, feminine hygiene products and
baby diapers for the clinical and retail markets in North America and Europe.

S-8
<PAGE>
Kendall Healthcare distributes its products through its own sales force and
through a network of more than 250 independent distributors. Kendall
Healthcare's sales force is divided into three groups: one promoting its
vascular therapy products, one promoting its wound care and other health care
products and one selling all of its products into the alternate site markets.
Most of the distributors in the United States also sell similar products made by
Kendall's competitors, a practice common in the industry.

Kendall International is responsible for the manufacturing, marketing,
distribution and export of Kendall products worldwide. Kendall International
markets directly to hospitals and medical professionals, as well as through
independent distributors. Its operations are organized primarily into three
geographic regions: Europe, Latin America and the Far East. The range of
products marketed is similar to that of Kendall Healthcare, although the mix of
product lines varies from country to country.

The Kendall-Polyken division manufactures and markets specialty adhesive
products and tapes for industrial applications, including external corrosion
protection tape products for oil, gas and water pipelines. Other industrial
applications include tapes used in the automotive industry for wire harness
wraps, sealing and other purposes, and tapes used in the aerospace and heating,
ventilation and air conditioning (HVAC) industries. Kendall-Polyken also
produces duct, foil, strapping, packaging and electrical tapes and spray
adhesives for industrial and consumer markets worldwide and manufactures cloth
and medical tapes for Kendall Healthcare and others. Kendall's Betham division
develops and markets pressure sensitive adhesives and coatings, principally for
the automotive, medical and specialty markets.

Kendall-Polyken generally markets its pipeline products directly, working
with local manufacturers' representatives, international engineering and
construction companies and the owners and operators of pipeline transportation
facilities. Kendall-Polyken sells its other industrial products either directly
to major end users or through diverse distribution channels, depending upon the
industry being supplied.

The Ludlow Technical Products division manufactures and sells a variety of
disposable medical products, specialized paper and film products. These products
include transcutaneous electrical nerve stimulation electrodes and related
products which are used primarily in physical therapy and other forms of
rehabilitative medicine, medical electrodes for EKGs and similar diagnostic
tests, gels which are used with medical electrodes for testing and other
monitoring purposes, hydrogel wound care products and neonatal electrodes,
diagnostic and monitoring electrodes, defibrillation electrodes, electrotherapy
electrodes and cable and lead wires. The division also produces adhesive tapes
used for business forms and in printing applications, high quality facsimile
paper and recording chart papers for medical and industrial instrumentation.

These products are marketed primarily by the division's own sales force.
Competitors vary from small regional firms to larger firms that compete on a
national basis. Competition is on the basis of price and quality.

ADT AUTOMOTIVE

ADT Automotive operates a network of 27 large modern auction centers in the
United States, providing an organized wholesale marketplace for the sale and
purchase of used vehicles. A substantial majority of the vehicles sold at ADT
Automotive auctions are passenger cars and light trucks. Other vehicles sold
consist of heavy trucks and industrial vehicles. Sales of vehicles from specific
market sources are held on a regularly scheduled basis and additional
specialized sales are scheduled as necessary. ADT Automotive operates almost
exclusively in the wholesale marketplace and, in general, the public is not
permitted to attend its auctions. It acts solely as an agent in auction
transactions and does not purchase vehicles for its own account.

The principal sources of vehicles for sale at auction are consignments by
new and used vehicle dealers, vehicle manufacturers, corporate owners of
vehicles such as fleet operators, rental companies, leasing

S-9
<PAGE>
companies, banks and other financial institutions, manufacturers' credit
subsidiaries and government agencies. The vehicles consigned by dealers consist
of vehicles of all types and ages and include vehicles that have been traded in
against new car sales. Vehicles consigned by corporate and financial owners
include both repossessed and off-lease vehicles and, as a result, are normally
in the range of one to four years old. The principal purchasers of vehicles at
auction are new and used vehicle dealers and distributors.

In addition to the sale process, ADT Automotive provides a comprehensive
range of vehicle redistribution services including transportation,
reconditioning, title transfer assistance, vehicle repossession and fleet
management services. Vehicle reconditioning is carried out on-site and
principally consists of appearance reconditioning and paint and body work to
bring vehicles up to retail ready condition. More extensive body work services
including body panel painting and repair of minor collision damage are also
carried out. Reconditioning services are also provided for vehicles other than
those going through the auction process, principally for fleet owners and
insurance companies.

ADT Automotive competes with two other significant auction chains and a
large number of independently owned local auctions which are members of the
National Auto Auction Association. Competition is based primarily on price in
relation to the quality and range of services offered to sellers and buyers of
vehicles and ease of accessibility of auction locations.

TYCO PLASTICS GROUP

The Tyco Plastics Group consists of Armin Plastics, Carlisle Plastics, A&E
Products and Ludlow Coated Products.

ARMIN

Armin manufactures polyethylene film and packaging products in a wide range
of size, gauge, construction strength, stretch capacity, clarity and color.
Armin extrudes low density, high density and linear low density polyethylene
film from resin purchased in pellet form, incorporating such additives as
coloring, slip and anti-block chemicals. Armin's products include plastic
supermarket packaging, greenhouse sheeting, shipping covers and liners and a
variety of other packaging configurations for the aerospace, agricultural,
automotive, construction, cosmetics, electronics, food processing, healthcare,
pharmaceutical and shipping industries. Armin also manufactures a number of
other polyethylene products such as reusable plastic pallets, transformer pads
for electric utilities and a large variety of disposable gloves for the
cosmetic, medical, food handling and pharmaceutical industries. Armin generates
the majority of its sales through its own internal sales force and services more
than 6,000 customers in the United States.

Armin competes with a wide range of manufacturers, including some vertically
integrated companies and companies that manufacture polyethylene resins for
their own use. Armin competes in many market segments by emphasizing product
innovation, specialization and customer service.

CARLISLE

Carlisle is a leading producer of industrial and consumer plastic products,
including trash bags, flexible packaging and sheeting. Carlisle supplies plastic
trash bags to mass merchants, grocery chains, and institutional customers
primarily in North America. Carlisle manufactures Ruffles-Registered Trademark-,
a national brand consumer trash bag, for mass merchants and other retail stores.
Carlisle also provides heavy duty trash can liners for institutional customers,
such as food service distributors, janitorial supply houses, restaurants, hotels
and hospitals.

In the consumer trash bag market, Carlisle competes primarily with two
nationally advertised brands. Carlisle has historically concentrated on mass
merchants as the primary market for its branded Ruffles-Registered Trademark-
trash bags, while the other major national brands are marketed primarily through
food retailers.

S-10
<PAGE>
Film-Gard-Registered Trademark-, Carlisle's leading plastic sheeting
product, is sold to consumers and professional contractors through
do-it-yourself outlets, home improvement centers and hardware stores. A wide
range of Film-Gard-Registered Trademark- products are sold for various uses,
including painting, renovation, construction, landscaping and agriculture.

A&E PRODUCTS

A&E Products sells molded plastic garment hangers to garment manufacturers,
national, regional and local retailers and mass merchants. Garment manufacturers
put their products on A&E Products hangers before shipping to retail outlets.
National retailers purchase customized hanger designs created and manufactured
by A&E Products. Regional or local retailers buy standard A&E Products hanger
lines for retail clothing displays, and A&E Products also supplies mass
merchants with consumer plastic hangers for sale to the general public.

Carlisle and A&E Products operate in a competitive marketplace where success
is dependent upon price, service and quality.

LUDLOW COATED PRODUCTS

Ludlow Coated Products produces protective packaging and other materials
made of coated or laminated combinations of paper, polyethylene and foil. Coated
packaging materials provide barriers against grease, oil, light, heat, moisture,
oxygen and other contaminants. The division produces structural coated and
laminated products such as plastic coated kraft, linerboard and bleached boards
for rigid urethane insulation panels, automotive components and wallboard
panels. Other product applications include packaging for photographic film,
frozen foods, health care products, electrical and metallic components,
agricultural chemicals, cement and specialty resins.

Ludlow markets its laminated and coated products through its own sales force
and through independent manufacturers' representatives. The Company competes
with many large manufacturers of laminated and coated products on the basis of
price, service, marketing coverage and custom application engineering. There are
various specialized competitors in different markets.

FIRE AND SECURITY SERVICES

The Company, through its subsidiaries, is the largest company in the world
for the design, manufacture, installation and service of fire detection,
suppression and sprinkler systems and is the largest provider of electronic
security services in North America and the United Kingdom.

FIRE PROTECTION CONTRACTING AND SERVICE

Operating under several trade names including Grinnell, Wormald, Mather &
Platt, Total Walther, O'Donnell Griffin and Tyco, the Company designs,
fabricates, installs and services automatic fire sprinkler systems, fire alarm
and detection systems, special hazard suppression systems and security systems
in buildings and other installations.

The Company's fire protection contracting and service business in North
America operates through a network of offices in the United States, Canada,
Mexico, Latin America and Puerto Rico. The Company also operates worldwide
through a network of offices in the United Kingdom, continental Europe, Saudi
Arabia, United Arab Emirates, Australia, New Zealand, Asia and South America.

The Company installs fire protection systems in both new and existing
structures. Typically, the contracting businesses bid on contracts for fire
protection installation which are let by owners, architects, construction
engineers and mechanical or general contractors. In recent years, the business
of retrofitting existing buildings has grown as a result of legislation
mandating the installation of fire protection systems

S-11
<PAGE>
and also as a result of lower insurance premiums available in respect of
structures with automatic sprinkler systems.

The majority of the fire suppression systems installed by the Company are
water-based. However, the Company is also the world's leading provider of custom
designed special hazard fire protection systems which incorporate various
specialized non-water agents such as foams, dry chemicals and gases. Systems
using agents other than water are especially suited to fire protection in
certain manufacturing, power generation, petrochemical, offshore oil
exploration, transportation, telecommunications, mining, and marine
applications. The Company holds exclusive manufacturing and distribution rights
in several regions of the world for INERGEN-Registered Trademark- fire
suppression products. INERGEN-Registered Trademark- is an alternative to the
ozone depleting agent known as halon and consists of a mixture of three inert
gases designed to effectively extinguish fires without polluting the environment
or damaging costly equipment.

In Australia, New Zealand and Asia, the Company also engages in the
installation of electrical wire and related electrical equipment in new and
existing structures and provides specialized electrical contracting services,
including applications for railroad and bridge construction through its
O'Donnell Griffin division.

Substantially all of the mechanical components (and, in North America, a
high proportion of the pipe) used in the fire protection systems installed by
the Company are manufactured by the Company. The Company also has fabrication
plants worldwide that cut, thread and weld pipe, which is then shipped with
other prefabricated components to job sites for installation. The Company has
developed its own computer-aided design technology that reduces the time
required to design systems for specific applications and coordinates the
fabrication and delivery of system components.

The Company's fire protection contracting business employs both non-union
and union employees in North America, Europe and Asia-Pacific. Many of the union
employees are employed on an hourly basis for particular jobs. In North America,
the largest number of union employees is represented by a number of local unions
affiliated with the United Association of Plumbers and Pipefitters ("UA"). In
April 1994, following lengthy negotiations, contracts between the Company's
Grinnell Corporation ("Grinnell") subsidiary and a number of locals of the UA
were not renewed. Employees in those locations, representing 64 per cent of
those employees represented by the UA unions, went on strike. Grinnell has
continued to operate with former union members who have crossed over and with
replacement workers. The labor action has not had, and is not expected to have,
any material adverse effect on the Company's business or results of operations.

Generally, competition in the fire protection business varies by geographic
location. In North America, the Company competes with hundreds of smaller
contractors on a regional or local basis for the installation of fire
suppression and fire alarm and detection systems. Many of the regional and local
competitors employ non-union labor. In Europe, the Company competes with many
regional or local contractors on a country by country basis. In Australia, New
Zealand and Asia, the Company competes with a few large fire protection
contractors as well as with many smaller regional or local companies. The
Company competes for fire protection contracts primarily on the basis of price,
service and quality.

ELECTRONIC SECURITY SERVICES

The Company provides electronic security services principally under the ADT
trade name and also under other trade names including Modern, Thorn Security,
Holmes Protection, Zettler, Sonitrol, Securesys, Securiville and Armourguard
Security. Services are provided in the United States, Canada, the United
Kingdom, Spain, France, Belgium, Greece, The Netherlands, Germany, The Republic
of Ireland, Malaysia, Singapore, Hong Kong and New Zealand.

Electronically monitored security systems involve the installation and use
on a customer's premises of devices designed to detect or react to various
occurrences or conditions, such as intrusion, movement, fire,

S-12
<PAGE>
smoke, flooding, environmental conditions (including temperature or humidity
variations), industrial operations (such as water, gas or steam pressure and
process flow controls) or other hazards. These detection devices are connected
to a microprocessor-based control panel which communicates through telephone
lines to a monitoring center, often located at remote distances from the
customer's premises, where alarm and supervisory signals are received and
recorded. In most systems, control panels can identify the nature of the alarm
and the areas within a building where the sensor was activated. Depending upon
the type of service for which the subscriber has contracted, monitoring center
personnel respond to alarms by relaying appropriate information to the local
fire or police departments, notifying the customer or taking other appropriate
action, such as dispatching employees to the customer's premises. In some
instances, the customer may monitor the system at its own premises or the system
may be connected to local fire or police departments.

Thorn Security manufactures certain alarm, detection and activation devices
and central monitoring station equipment which is both installed by the
Company's own units and sold to other installers of alarm and detection devices.
Otherwise, the Company does not manufacture the electronic security system
components which it installs, although it does provide its own specifications to
manufacturers for certain security system components and undertakes some final
assembly work in respect of more sophisticated systems.

The Company provides electronic security services to both commercial and
residential customers. Commercial customers include financial institutions,
industrial and commercial businesses, facilities of federal, state and local
government departments, defense installations, and health care and educational
facilities. Residential electronic security services are provided primarily in
North America. Customers are often prompted to purchase security systems by
their insurance carriers, which may offer lower insurance premium rates if a
security system is installed or require that a system be installed as a
condition to coverage.

The Company's systems and products are tailored to customers' specific needs
and include electronic monitoring services that provide intrusion and fire
detection, as well as card or keypad activated access control systems and closed
circuit television systems. Systems may be monitored by the customer at its
premises or connected to one of the Company's monitoring centers. In either
case, the Company usually provides support and maintenance through service
contracts. It has been the Company's experience that commercial and residential
contracts are generally renewed after their initial terms. Contract
discontinuances occur principally as a result of customer relocation or closure.
Systems installed at commercial customers' premises may be owned by the Company
or by the customer. The Company usually retains ownership of standard
residential systems, but more sophisticated residential systems are usually
purchased by the customer.

The Company markets its electronic security services to commercial and
residential customers through a direct sales force. Commercial customers which
have multiple locations in North America are serviced by a separate national
accounts sales force. The Company also utilizes advertising, telemarketing and
direct mail to market its services.

The electronic security services business in North America is highly
competitive with a number of major firms and approximately 12,000 smaller
regional and local companies. The Company also competes with several national
companies and several thousand regional and local companies in the United
Kingdom, continental Europe, Asia and New Zealand. Competition is based
primarily on price in relation to quality of service. The Company believes that
the quality of its services is higher than that of many of its competitors and,
therefore, the Company's prices may be higher than those charged by its
competitors.

MANUFACTURING

The Company manufactures most of the components which are used in its own
fire protection contracting business, as well as a variety of products for sale
to other fire protection contractors. In North

S-13
<PAGE>
America, the Company manufactures pipe and pipe fittings, fire hydrants,
sprinkler heads and substantially all of the mechanical sprinkler components
used in automatic fire suppression systems. In the United Kingdom, France,
Germany and the Asia-Pacific region, the Company manufactures and sells
sprinkler heads, specialty valves, fire doors and electronic panels for use in
fire detection systems. In Mexico, the Company manufactures fire extinguishers,
fire hose and related equipment.

The Company's Ansul subsidiary manufactures and sells various lines of dry
chemical, liquid and gaseous portable fire extinguishers and related agents for
industrial, government, commercial and consumer applications. Ansul also
manufactures and sells special hazard fire suppression systems designed for use
in restaurants, marine applications, mining applications, the petrochemical
industry, confined industrial spaces and commercial spaces housing electronic
and other delicate equipment. Ansul also manufactures spill control products
designed to absorb, neutralize and solidify spills of various hazardous
materials.

Fire protection products are sold through the Company's flow control
products distribution network, discussed in "Flow Control Products" below, and
through independent distributors.

ENVIRONMENTAL SERVICES

Through its Earth Technology Corporation ("Earth Tech") subsidiary, the
Company provides a broad range of environmental, consulting and engineering
services. Earth Tech's principal services consist of full-spectrum environmental
and hazardous waste management services. These include infrastructure design and
construction services, facilities engineering and construction management
services for institutional, civic, commercial and industrial clients, and
contract operations and management services for water and wastewater treatment
facilities operated by municipal and industrial clients.

Earth Tech has a network of 40 offices located throughout North America. It
competes with a number of national, regional and local companies on the basis of
price and breadth and quality of services.

FLOW CONTROL PRODUCTS

The Company, through its subsidiaries, manufactures and distributes flow
control products in North America, Latin America, Europe, Asia and the Pacific
region. Flow control products include pipe, fittings, valves, meters and related
products which are used to transport, control and measure the flow of liquids
and gases. The principal subsidiaries in the Flow Control Products group are
Grinnell, Allied Tube & Conduit ("Allied"), Mueller Co. ("Mueller") and
Keystone. The group also includes a number of other specialized manufacturers of
valves, fittings and couplings.

MANUFACTURING

The Company manufactures and distributes a wide range of flow control
products, including pipe and pipe fittings, tubing, valves, meters, couplings,
pipe hangers, strut and related components. These products are used in plumbing,
heating, ventilation and air conditioning (HVAC) systems, mechanical
contracting, power generation, food and beverage products water and gas
utilities, wastewater treatment, oil and gas exploration, pulp and paper,
petrochemical and numerous other industrial applications. The Company also
manufactures certain related products such as steel tubing, custom iron
castings, malleable iron pipe fittings and fencing materials.

Allied is the leading North American manufacturer of pipe and other tubular
products. Allied manufactures a full line of steel pipe for the fire protection
and construction industries and for commercial, residential and institutional
markets. Its mechanical tube division offers steel tubing in a wide assortment
of shapes and sizes for a variety of industrial and commercial applications.
Allied's fence division is a leader in the manufacture of products for the
residential, industrial and commercial fence markets. Allied also manufactures
metal framing systems used in the construction, industrial and original

S-14
<PAGE>
equipment manufacturer markets. In November 1996, the Company acquired Unistrut
Europe, a manufacturer and distributor of metal framing, cable ladder and safety
systems and, in January 1997, acquired American Tube and Pipe Co., Inc., a
manufacturer and distributor of steel pipe for the fire protection and fence
markets and steel products for the housing market.

Mueller, a manufacturer of water and gas distribution products, manufactures
fire hydrants, iron butterfly and gate valves, service-line brass valves and
fittings, gas valves and meter bars, water meters, backflow preventers and
related products for sale to independent distributors and, to a lesser extent,
directly to waterworks contractors, municipalities and gas companies throughout
the United States and Canada.

In August 1997, the Company acquired Keystone, one of the world's leading
manufacturers of valves and flow control products. Keystone operates on a
worldwide basis through two groups, Industrial Valves and Controls and
Engineered Products, manufacturing valves and other industrial products that
control the flow of liquids, gases and fibrous and slurry materials.

The Flow Control Products group, operating under several trade names
including Grinnell Corporation, Mueller, Hersey, Keystone, Anderson-Greenwood,
Yarway, Henry Pratt Co., James Jones Company, Edward Barber & Co., Neotecha,
Belgicast, Hindle Cockburns, Charles Winn (Valves) Ltd., Sempell, Smith Valve,
Anvil, Canvil and others, supplies a wide range of valves and flow control
devices to the chemical, power, food and beverage, oil and gas, processing,
water utility, wastewater treatment, power generation and other industries.
Products are manufactured and assembled at facilities in the United States,
Canada, the United Kingdom, France, Italy, Spain, Germany, The Netherlands,
Switzerland, South Korea, China, India, Malaysia, Australia, New Zealand, Mexico
and Brazil.

DISTRIBUTION

The Company sells flow control and fire protection products in North America
through a distribution network of five regional distribution centers,
strategically located in Georgia, Illinois, California, Pennsylvania and Texas,
which support local branches' product needs and ship directly to customers. Each
center stocks more than 8,500 products. The Company's worldwide flow control
operations stock and sell products through distribution centers in Europe,
Australia, New Zealand, the Middle East and Asia. In Europe, the Company
distributes fire protection products, industrial valves and products for
mechanical markets through warehouses located in The Netherlands, the United
Kingdom, Germany and France. Products are sold principally to fire protection
contractors and in some instances to mechanical and industrial contractors and
original equipment manufacturers. In Asia, the Pacific region and the Middle
East, the Company distributes fire protection and flow control products through
warehouses located in Australia, New Zealand, Dubai and Singapore. Products are
sold directly to fire protection and other contractors as well as to mechanical
and industrial contractors and independent distributors. While distribution
patterns vary, most centers stock an extensive line of valves, fittings, pipe
and other products for fire protection systems, components for HVAC
installations and water and gas distribution and specialized valves and piping
for the chemical, food, power and beverage processing industries.

Grinnell's North American distribution network competes with independent
manufacturers' representatives and other manufacturers and, to a lesser extent,
with local and regional supply houses all of which carry lines from other United
States and non-United States manufacturers. Grinnell competes on the basis of
price, the breadth of its product line, service and quality. Grinnell competes
for the sale of gray iron pipe fittings, malleable and ductile iron fittings and
other flow control products and fire protection sprinklers and devices
principally with other United States producers as well as with non-United States
manufacturers of fittings. Grinnell uses an internal sales force for the sale of
certain other iron castings sold direct to original equipment manufacturers and
other end users.

Allied competes for the sale of steel pipe, which is sold through Grinnell's
distribution network, with pipe from other United States and non-United States
producers. Competition for the sale of pipe is based

S-15
<PAGE>
on price, service and breadth of product line. Fence and other specialized
industrial tubing is sold to wholesalers, original equipment manufacturers and
other distributors. Competition for the sale of fence products is principally
from national and regional United States producers and to a lesser extent from
non-United States companies on the basis of price, service and distribution. The
Company competes with many small regional manufacturers for sales of specialized
industrial tubing on the basis of price and breadth of product line.

Mueller's water and natural gas distribution flow control products are sold
through independent distributors, and, to a lesser extent, directly to
utilities, municipalities and gas distribution companies. Certain of its gas
distribution products are also sold through the Grinnell distribution network.
The Company competes for the sale of these products on the basis of product
quality, service, price, breadth of product line and conformity with municipal
codes and other engineering standards. The Company competes with several other
manufacturers in the United States and Canada for the sale of iron and brass
flow control devices for water and natural gas distribution systems.

Keystone's products are sold both in the United States and internationally.
The Company has numerous competitors in these markets, which, in some instances,
are divisions of larger corporations and, in some instances, are companies with
limited product lines. Advanced technology, global presence, experienced
personnel and price are the primary factors in competition.

ELECTRICAL AND ELECTRONIC COMPONENTS

The Electrical and Electronic Components group consists of Tyco Submarine
Systems Ltd. ("TSSL"), Allied's Electrical Conduit division and the Tyco Printed
Circuit Group ("TPCG"). TSSL designs, manufactures, installs and services
undersea communications cable systems. Allied manufactures and distributes
electrical conduit and related components used in commercial electrical
installations. TPCG manufactures printed circuit boards and assembles backplanes
for the electronics industry.

TYCO SUBMARINE SYSTEMS

TSSL, which includes the Company's Simplex Technologies business and the
submarine systems business acquired from AT&T Corp. in July 1997, is the world's
only fully-integrated source for the design, engineering, manufacturing,
installation and servicing of undersea cable communication systems. TSSL designs
and builds both repeatered and non-repeatered cable systems. Repeatered cable
systems, which use Wave Division Multiplexing, can provide 20 gigabytes per
second of capacity over 10,000 kilometers. Non-repeatered systems, which allow
for even greater circuit capacity and reduced transmission costs, support short
haul systems of several hundred kilometers. Over the past ten years, TSSL has
designed, manufactured and installed approximately 140,000 kilometers of
undersea optical cable.

TSSL also operates one of the world's largest fleet of ships designed to
install and service undersea fiber optic transmission systems. These ships lay
cable, perform upgrades and repairs, monitor transmission quality and perform
system tests. TSSL also uses a variety of other undersea tools, including
robotic vehicles for undersea cable burial and retrieval operations.

Simplex Technologies has been the primary supplier of cable and cable
assemblies to the United States Navy for use in data-gathering systems for more
than thirty years. It also manufactures underwater electric power cable and
optical ground wire for use by power authorities and utilities, and
electro-mechanical cable for unique field operations. In September 1996, the
Company acquired Rochester Corporation which manufactures wire rope, wirelines,
electro-optical products and subsea products.

TSSL competes on a worldwide basis primarily against two other entities:
Alcatel-Alsthom, headquartered in France, and KDD, located in Japan. Alcatel,
like TSSL, is vertically integrated and produces its own cable, whereas KDD
utilizes a Japanese cable manufacturer.

S-16
<PAGE>
ALLIED ELECTRICAL CONDUIT

Allied's Electrical Conduit division is one of the leading producers of
steel electrical conduit in the United States. Electrical conduit is galvanized
steel tubing designed to contain current-carrying electrical wires both inside
and outside building structures. The conduit also serves as an electrical
ground, which ensures proper operation of circuit interrupters, and provides a
channel into which additional wires can be inserted as requirements change. The
division manufactures a full line of electrical conduit as well as metal framing
and other products.

The division's electrical conduit and related products are sold to wholesale
electrical distributors through Allied's distribution facilities by an internal
sales force and a network of commissioned sales agents. The division competes
for the sale of electrical products primarily with several other large United
States manufacturers. Competition in the electrical conduit industry is
primarily based upon price, quality, delivery and breadth of product line.

TYCO PRINTED CIRCUIT GROUP

TPCG is one of the largest independent manufacturers of complex
multi-layered printed circuit boards and assemblers of backplanes in the United
States. Printed circuit boards are used in the electronics industry to mount and
interconnect components to create electronic systems. They are categorized by
the number of sides or layers that contain circuitry and can be single-sided,
double-sided or multi-layer. In general, single and double-sided boards are less
advanced. Multi-layer boards provide greater interconnection density while
decreasing the number of separate printed circuit boards which are required to
accommodate powerful and sophisticated components. Backplanes include printed
circuit boards and are assemblies of connectors and other electronic components
which distribute power and interconnect printed circuit boards, power supplies
and other system elements. The group maintains manufacturing facilities in
Connecticut, California and Utah, which provide its customers with prompt
service and delivery capabilities.

TPCG manufactures highly sophisticated double-sided, mass molded boards of
up to eight layers, precision tooled, custom laminated multi-layer boards of up
to 68 layers and sophisticated flex-rigid circuit boards for use in
environmentally demanding conditions. The majority of sales are derived from
high-density multi-layer boards. The backplanes facility produces fully
assembled units utilizing press-fit or soldered connection technology, custom
pin grid array sockets and surface mounted assembly. Printed circuit boards and
backplanes are manufactured on a job order basis to the customers' designs and
specifications.

TPCG markets its products mainly through independent manufacturers'
representatives and, to a lesser extent, through its own internal sales
organization. Customers are generally original equipment manufacturers in the
telecommunications, aircraft, computer, military and other industrial and
consumer electronics industries. The Company competes with several large
companies which manufacture less complex single-sided and double-sided printed
circuit boards in the United States, as well as with many companies that have
their own in-house manufacturing capabilities. Competition is on the basis of
quality, price, reliability and timeliness of delivery. The Company believes
that fewer competitors manufacture the more complex, high-density double-sided
and multi-layer boards.

S-17
<PAGE>
USE OF PROCEEDS

The net proceeds from the sale of the Common Shares offered hereby are
estimated to be $1,084.7 million (net of estimated expenses). Such proceeds are
expected to be used to repay $900 million of indebtedness incurred in connection
with previous acquisitions outstanding under a credit facility of Tyco US in
that amount. The borrowings under this facility have current interest rates of
5.85% and 5.87% and have current maturities of less than 30 days, although such
borrowings may be renewed upon maturity for periods through June 30, 1998 in
respect of a portion of the facility and longer for the balance. The balance of
the proceeds will be used to repay a portion of the $1.77 billion in borrowings
outstanding under a $2.25 billion credit facility of Tyco US, which were used to
fund the Sherwood acquisition on February 27, 1998. Certain affiliates of the
Underwriters are lenders under the two credit facilities and will receive a
significant portion of the net proceeds. See "Underwriting."

PRICE RANGE OF COMMON SHARES AND DIVIDENDS

The Common Shares of the Company are listed and traded on the New York Stock
Exchange (the "NYSE"), the London Stock Exchange and the Bermuda Stock Exchange.
The following table sets forth the high and low sales prices per Common Share as
reported in the NYSE Composite Transaction Tape, and the dividends paid on such
shares, for the quarterly periods presented below. The price and dividends for
the Common Shares have been restated to reflect the 0.48133 reverse stock split
related to the merger of Former Tyco and ADT on July 2, 1997 and a two-for-one
stock split effected in the form of a stock dividend which was distributed on
October 22, 1997. The prices per Common Share listed in the table for periods
prior to the merger of Former Tyco and ADT are for common shares of ADT.

<TABLE>
<CAPTION>
COMMON SHARES
-------------------------------------
<S> <C> <C> <C>
DIVIDENDS
HIGH LOW PER SHARE(2)
---------- ---------- -------------
FISCAL 1996
First Quarter......................................... $ 18.6982 $ 14.5430 --
Second Quarter........................................ 20.2564 16.8803 --
Third Quarter......................................... 25.7100 16.4908 --
Fourth Quarter........................................ 24.3466 19.0877 --

FISCAL 1997(1)
First Quarter......................................... $ 28.6965 $ 22.0743 --
Second Quarter........................................ 35.4487 25.4503 --
Third Quarter......................................... 43.0000 34.4099 $ .025

FISCAL 1998
First Quarter......................................... $ 45.5000 $ 34.0000 $ .025
Second Quarter........................................ 50.7500 42.3750 --
(through March 2, 1998)
</TABLE>

- ------------------------

(1) Fiscal 1997 represents the transitional nine-month fiscal year ended
September 30, 1997.

(2) Prior to the merger with Former Tyco, ADT had not declared any dividends on
its common shares since April 1991. Former Tyco declared quarterly dividends
of $0.025 per share in the first two quarters of Fiscal 1997 and aggregate
dividends of $0.10 per share in 1996. Tyco declared a dividend of $0.025 per
Common Share in the third quarter of Fiscal 1997 and the first quarter of
fiscal 1998. The payment of dividends by Tyco in the future will be
determined by the Company's Board of Directors and will depend on business
conditions, Tyco's financial condition and earnings and other factors.

S-18
<PAGE>
On February 17, 1998, the Company had approximately 29,000 registered
holders of the Common Shares, which does not include beneficial owners holding
through nominee or "street" name. The last reported sale price of the Common
Shares on the NYSE on March 2, 1998 was $50 3/4 per share.

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company as of December 31, 1997. This table should be read in conjunction with
the audited Consolidated Financial Statements of the Company and the related
notes, incorporated herein by reference. See also "Use of Proceeds."

<TABLE>
<CAPTION>
AS OF
DECEMBER 31, 1997
------------------
<S> <C>
(IN MILLIONS,
EXCEPT SHARE DATA)
Loans payable and current portion of long-term debt:........................... $ 259.0
--------
--------

Long-term debt:
Bank and acceptance facilities............................................... $ 55.0
Bank credit agreement........................................................ 900.0
Private placement notes...................................................... 475.0
Uncommitted lines of credit.................................................. 185.2
8.125% public notes due 1999................................................. 10.5
8.25% senior notes due 2000.................................................. 9.5
6.5% public notes due 2001................................................... 298.8
Sterling denominated bank facility due 2002.................................. 140.3
9.25% senior subordinated notes due 2003..................................... 14.1
6.375% public notes due 2004................................................. 104.5
Zero Coupon Liquid Yield Option Notes due 2010............................... 208.0
9.5% public debentures due 2022.............................................. 49.0
8.0% public debentures due 2023.............................................. 50.0
Other........................................................................ 141.3
--------
Total debt............................................................... 2,641.2
Less current portion..................................................... 259.0
--------
Total long-term debt..................................................... $ 2,382.2
--------

Shareholders' equity:
Common shares, $0.20 par value, 750,000,000 shares authorized;
549,940,006 shares outstanding, net of 100,000 shares owned
by a subsidiary.............................................................. 110.0

Capital in excess:
Share premium................................................................ 2,188.8
Contributed surplus, net of deferred compensation of $2.1.................... 2,392.5
Currency translation adjustment................................................ (211.4)
Accumulated deficit............................................................ (637.1)
--------
Total shareholders' equity............................................... 3,842.8
--------
Total capitalization........................................................... $ 6,255.0
--------
--------
</TABLE>

S-19
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial information
of the Company for the three month periods ended December 31, 1997 and December
31, 1996, the nine month fiscal year ended September 30, 1997 and the two years
in the period ended December 31, 1996. The selected consolidated financial data
reflects the combined results of operations and financial position of the
Company, Former Tyco and Keystone restated for all periods presented pursuant to
the pooling of interests method of accounting. The selected consolidated
financial data prior to January 1, 1997, does not reflect the results of
operations and financial position of INBRAND, which was acquired in 1997 and
accounted for under the pooling of interests method of accounting, due to
immateriality. The information presented for the three months ended December 31,
1997 and 1996 are unaudited and, in the opinion of management, include all
adjustments, consisting of normal recurring adjustments necessary for a fair
presentation of such data. The results for the three months ended December 31,
1997 are not necessarily indicative of the results to be expected for the full
fiscal year. This selected financial information should be read in conjunction
with the Company's Consolidated Financial Statements and related notes,
incorporated herein by reference, and the information contained in "Management's
Discussion and Analysis of Financial Condition and Operating Results" included
elsewhere herein.

S-20
<PAGE>

<TABLE>
<CAPTION>
NINE
THREE MONTHS MONTHS
ENDED ENDED YEAR ENDED DECEMBER
DECEMBER 31, SEPTEMBER 31,
-------------------- 30, --------------------
1997 1996 1997(1) 1996 1995(2)
--------- --------- ----------- --------- ---------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Net sales............................................................. $ 2,687.5 $ 2,232.1 $ 7,588.2 $ 8,103.7 $ 6,915.6
Cost of sales......................................................... 1,791.7 1,528.8 5,102.6 5,475.2 4,665.3
Selling, general and administrative expenses.......................... 500.9 444.8 1,534.9 1,656.5 1,495.4
Merger, restructuring and other non-recurring charges................. -- 237.3 917.8 246.1 97.1
Charge for the impairment of long-lived assets........................ -- -- 148.4 744.7 8.2
Write off of purchased in-process research and
development......................................................... -- -- 361.0 -- --
--------- --------- ----------- --------- ---------
Operating income (loss)(3)(4)(5)...................................... 394.9 21.2 (476.5) (18.8) 649.6
Interest income....................................................... 6.8 10.3 24.2 31.5 19.0
Interest expense...................................................... (49.8) (51.3) (137.5) (193.3) (187.5)
Other income less expenses............................................ 7.5 118.4 -- 119.4 (5.0)
--------- --------- ----------- --------- ---------
Income (loss) before income taxes and
extraordinary items................................................. 359.4 98.6 (589.8) (61.2) 476.1
Income taxes.......................................................... (118.6) (30.5) (187.0) (235.5) (208.6)
--------- --------- ----------- --------- ---------
Income (loss) before extraordinary items.............................. 240.8 68.1 (776.8) (296.7) 267.5
Extraordinary items, net of taxes..................................... (0.9) (2.6) (58.3) (8.4) (12.4)
--------- --------- ----------- --------- ---------
Net income (loss)..................................................... 239.9 65.5 (835.1) (305.1) 255.1
Dividends on preference shares........................................ -- (0.1) -- (.3) (.3)
--------- --------- ----------- --------- ---------
Net income (loss) available to common shareholders.................... $ 239.9 $ 65.4 $ (835.1) $ (305.4) $ 254.8
--------- --------- ----------- --------- ---------
--------- --------- ----------- --------- ---------
BASIC EARNINGS PER SHARE(6):
Income (loss) before extraordinary items.............................. $ .44 $ .14 $ (1.50) $ (.62) $ .58
Extraordinary items, net of taxes..................................... -- -- (.11) (.02) (.03)
--------- --------- ----------- --------- ---------
Net Income (Loss)..................................................... $ .44 $ .14 $ (1.61) $ (.64) $ .55
--------- --------- ----------- --------- ---------
--------- --------- ----------- --------- ---------
DILUTED EARNINGS PER SHARE(6):
Income (loss) before extraordinary items.............................. $ .43 $ .14 $ (1.50) $ (.62) $ .57
Extraordinary items, net of taxes..................................... -- (.01) (.11) (.02) (.03)
--------- --------- ----------- --------- ---------
Net Income (Loss)..................................................... $ .43 $ .13 $ (1.61) $ (.64) $ .54
--------- --------- ----------- --------- ---------
--------- --------- ----------- --------- ---------
CASH DIVIDENDS PER COMMON SHARE(6)(7)................................. $ 0.025 See (7) below.
---------
---------
CONSOLIDATED BALANCE SHEET DATA:
Working Capital....................................................... $ 412.0 $ 117.0 $ 292.7 $ 777.1
Total assets.......................................................... 10,514.0 10,447.0 8,471.3 7,357.8
Long-term debt........................................................ 2,382.2 2,480.6 1,878.4 1,760.7
Convertible redeemable preference shares.............................. -- -- -- 4.9
Shareholders' equity.................................................. 3,842.8 3,429.4 3,288.6 3,342.7
</TABLE>

- ------------------------

(1) In September 1997, the Company changed its fiscal year end from December 31
to September 30. Accordingly, the nine month transition period ended
September 30, 1997 is presented.

(2) Prior to the Mergers, ADT and Keystone had a December 31 fiscal year end and
Former Tyco had a June 30 fiscal year end. The historical results have been
combined using a December 31 fiscal year end for ADT, Keystone and Former
Tyco for the year ended December 31, 1996. For 1995, the results of
operations and financial position reflect the combination of ADT and
Keystone with a December 31 fiscal year end and Former Tyco with a June 30
fiscal year end. Net sales and net income for Former Tyco for the period
July 1, 1995 through December 31, 1995 (which results are not included in
the historical combined results) were $2.46 billion and $136.4 million,
respectively.

(3) Operating loss in Fiscal 1997 results include charges related to merger,
restructuring and other non-recurring costs of $917.8 million and impairment
of long-lived assets of $148.4 million primarily related to the mergers and
integration of ADT, Former Tyco, Keystone, and INBRAND. See Notes 11 and 15
to the Consolidated Financial Statements contained in the Form 10-K.

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<PAGE>
Fiscal 1997 also includes a charge of $361.0 million for the write-off of
purchased in-process research and development related to the acquisition of
AT&T's submarine systems business.

(4) Operating loss in 1996 includes non-recurring charges of $744.7 million
related to the adoption of Statement of Financial Accounting Standards No.
121 "Accounting for the Impairment of Long-Lived Assets to be Disposed Of,"
$237.3 million related principally to the restructuring of ADT's electronic
security services business in the United States and United Kingdom and $8.8
million of fees and expenses related to the ASH merger. See Notes 11 and 15
to the Consolidated Financial Statements contained in the Form 10-K.

(5) Operating income in 1995 includes a loss of $65.8 million on the disposal of
the European auto auction business and a gain of $31.4 million from the
disposal of the European electronic article surveillance business. See Note
3 to the Consolidated Financial Statements contained in the Form 10-K.
Operating income also includes non-recurring charges of $97.1 million for
restructuring charges at ADT and at Keystone and for the fees and expenses
related to the Kendall merger, as well as a charge of $8.2 million relating
to the divestiture of certain assets by Keystone. See Notes 11 and 15 to
Consolidated Financial Statements contained in the Form 10-K.

(6) Per share amounts for all periods presented have been restated to give
effect to the Mergers, including a 0.48133 reverse stock split effected on
July 2, 1997, and a two-for-one stock split distributed on October 22, 1997
effected in the form of a stock dividend.

S-22
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND OPERATING RESULTS

INTRODUCTION

On July 2, 1997, a wholly-owned subsidiary of ADT merged with Former Tyco.
Upon consummation of the merger, ADT (the continuing public company) changed its
name to Tyco International Ltd, and Former Tyco changed its name to Tyco
International (US) Inc. In August 1997, the Company acquired Keystone and
INBRAND. All three of these transactions were accounted for as a pooling of
interests and, accordingly, the Consolidated Financial Statements reflect the
combined financial position and results of operations and cash flows of ADT,
Former Tyco, Keystone and INBRAND for all periods presented except that the
consolidated financial statements for periods prior to January 1, 1997 do not
include INBRAND due to immateriality. See Notes 1 and 2 to the Consolidated
Financial Statements contained in the Form 10-K. In addition, during Fiscal 1997
and 1996, the Company completed several acquisitions accounted for as purchases.
The results of operations of these acquisitions were included in the
consolidated results of the Company from their respective acquisition dates.
These transactions are more fully discussed in the Company's Consolidated
Financial Statements and related notes thereto as of September 30, 1997
previously filed on Form 10-K.

Information for all periods presented below reflects the grouping of the
Company's businesses into four business segments consisting of Disposable and
Specialty Products, Fire and Security Services, Flow Control Products, and
Electrical and Electronic Components.

In September 1997, the Company changed its fiscal year end from December 31
to September 30. References to Fiscal 1997, 1996 and 1995 refer to the
transitional nine-month fiscal year ended September 30, 1997 and calendar years
ended December 31, 1996 and 1995, respectively. In the discussions below, the
results of operations for Fiscal 1997 compare the nine months ended September
30, 1997 with the nine months ended September 30, 1996 (unaudited).

RESULTS OF OPERATION FOR THE QUARTER ENDED DECEMBER 31, 1997
COMPARED TO THE QUARTER ENDED DECEMBER 31, 1996

OVERVIEW

Net income before extraordinary item was $240.8 million, or $0.43 per share
on a diluted basis for the quarter ended December 31, 1997 as compared to $68.1
million, or $0.14 per share, for the quarter ended December 31, 1996. Excluding
the $80.3 million ($0.16 per share) after-tax net charge for restructuring and
other non-recurring items recorded in the quarter ended December 31, 1996,
income before extraordinary item rose 62.3% from $148.4 million, or $0.30 per
share. The increase was attributable to increased income from operations
primarily in the Electrical and Electronic Components and Fire and Security
Services segments and, to a lesser extent, the Disposable and Specialty Products
and Flow Control Products segments.

SALES

Sales increased 20.4% during the quarter ended December 31, 1997 to $2.69
billion from $2.23 billion in the quarter ended December 31, 1996.

Sales of the Electrical and Electronic Components group increased $213.7
million to $334.3 million, or 177.2%, principally due to increased sales of
$189.3 million at Tyco Submarine Systems Limited (TSSL), as well as increased
sales at Tyco Printed Circuit Group (TPCG), offset slightly by decreased sales
at Allied Electrical Conduit. The increased sales at TSSL resulted principally
from the acquisition of AT&T's submarine systems business in July 1997.

S-23
<PAGE>
Sales of the Fire and Security Services Group increased $107.6 million to
$1.13 billion, or 10.6%, principally due to increased sales of $75.5 million in
the North America, Australia and Europe geographic regions for the Company's
fire protection operations, and increased worldwide sales of $46.8 million in
the Company's electronic security services business. Net sales increased in the
fire protection and security businesses primarily due to an increase in the
volume of the service business.

Sales of the Disposable and Specialty Products Group increased $95.6 million
to $676.6 million, or 16.4%, principally due to increased sales of $65.5 million
at Kendall, $20.4 million at Tyco Plastics and $10.7 million at ADT Automotive.
At Kendall the increase in sales resulted principally from the inclusion of
INBRAND in 1997, as well as internal growth at the Ludlow Technical Products
division.

Sales of the Flow Control Products Group increased $38.5 million to $550.0
million, or 7.5%, primarily reflecting increased volume at existing businesses
at Allied Tube & Conduit, including businesses acquired during the first quarter
of Fiscal 1997.

INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEMS

Pre-tax income before extraordinary item was $359.4 million for the quarter
ended December 31, 1997, as compared to $98.6 million for the quarter ended
December 31, 1996. Pretax income for the quarter ended December 31, 1996
includes net charges of $115.1 million for non-recurring items in ADT's
electronic security services operations. Excluding these non-recurring charges,
pre-tax income increased $145.7 million, or 68.2%, from $213.7 million.
Amortization expense for goodwill and other intangible assets was $26.9 million
for the quarter ended December 31, 1997 and $23.5 million for the quarter ended
December 31, 1996. The following analysis is exclusive of the non-recurring
amounts to present the comparability of recurring operations.

For the quarter ended December 31, 1997 as compared to the quarter ended
December 31, 1996, operating profits of the Electrical and Electronic Components
group increased $49.1 million to $71.6 million, or 218.2%. Operating profits
were 21.4% of sales in the quarter ended December 31, 1997 and 18.7% in the
quarter ended December 31, 1996. The increase was principally due to the
acquisition of AT&T's submarine systems business in July 1997, as well as
increased sales and better margins at TPCG, offset slightly by decreased sales
at Allied Electrical Conduit.

Fire and Security Services profits increased $45.7 million to $146.4
million, or 45.4%. Operating profits were 13.0% of sales in the quarter ended
December 31, 1997 and 9.9% in the quarter ended December 31, 1996. The increase
was principally due to increases in the service volume of the fire protection
and security businesses mentioned above, higher volume and improved margins in
the Company's fire protection contracting businesses in North America, Australia
and New Zealand, as well as, improved volume and margins in the security service
businesses in North America and the United Kingdom.

Operating profits for the Disposable and Specialty Products Group increased
$27.2 million to $123.6 million, or 28.2%. Operating profits were 18.3% of sales
in the quarter ended December 31, 1997 and 16.6% in the quarter ended December
31, 1996. The increase was principally due to higher sales and increased margins
in Kendall's North American healthcare business, including INBRAND, higher sales
and margins at Tyco Plastics and higher profit at ADT Automotive, where the
volume of automobiles placed in auctions increased.

Operating profits for the Flow Control Group increased $20.0 million to
$71.9 million, or 38.5%. Operating profits were 13.1% of sales in the quarter
ended December 31, 1997 and 10.1% in the quarter ended December 31, 1996. The
increase was principally due increased margins in the Company's North American
and European flow control products operations, including Keystone's valve
products, which have been integrated into the operations of Grinnell and
European flow control.

S-24
<PAGE>
EFFECTS OF FOREIGN EXCHANGE RATES

The effect of average foreign exchange rates during the quarter ended
December 31, 1997 as compared to the quarter ended December 31, 1996 was not
material to the Company's total sales or operating profits.

INCOME TAX EXPENSE

The effective income tax rate was 33% during the quarter ended December 31,
1997 and 31% during the quarter ended December 31, 1996.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR CALENDAR 1996 COMPARED TO
CALENDAR 1995

OVERVIEW

Loss before extraordinary item was ($776.8) million, or ($1.50) per share,
for Fiscal 1997 compared with ($364.8) million, or ($0.76) per share, for the
nine months ended September 30, 1996. Excluding the $1.32 billion ($2.54 per
share) after-tax charge for merger and transaction costs, write-offs and
integration costs associated with the acquisitions (see Notes 2 and 3 to the
Consolidated Financial Statements contained in the Form 10-K), income before
extraordinary item rose 42.8% to $543.0 million, or $0.98 per share. The
increase was attributable to margin improvements, strong earnings and results of
acquired companies in each of the Company's business segments.

SALES

Sales increased 29% during Fiscal 1997 to $7.59 billion from $5.87 billion
in the nine months ended September 30, 1996. Sales of the Disposable and
Specialty Products group increased $580.3 million to $2.0 billion, or 41%, due
to increased sales at Kendall, Tyco Plastics and ADT Automotive. At Kendall and
Tyco Plastics, the increase in sales resulted principally from the INBRAND and
Carlisle acquisitions, respectively, as well as internal growth at Kendall's
Healthcare and Polyken businesses. Sales of the Fire and Security Services group
increased $473.2 million, or 18%, to $3.15 billion due to increased sales in
each geographic region of the Company's fire protection operations, primarily as
a result of an increase in the volume of service business, as well as increases
in the Company's electronic security services businesses and at Earth Tech.
Additionally, the results include Thorn Security ("Thorn") which was acquired in
July 1996. Sales of the Flow Control Products group increased $266.8 million to
$1.68 billion, or 19%, reflecting higher volume at European Flow Control,
including businesses acquired in the last quarter of 1996 and first quarter of
Fiscal 1997, from Mueller, including businesses acquired in the third quarter of
1996, as well as increased volume in existing businesses at Allied, including
businesses acquired in the first quarter of Fiscal 1997, and Grinnell's
distribution operations, where sales increased due to price increases. Sales
were relatively unchanged at Keystone, where growth in international operations
was offset by reduced U.S. dollar equivalents due to currency fluctuations.
Sales of the Electrical and Electronic Components group increased $396.4 million
to $754.7 million, or 111%, resulting principally from the acquisition of AT&T's
submarine systems business in July 1997 and increased sales at Simplex.
Increased sales at the Printed Circuit Group businesses were largely due to the
acquisition of ElectroStar in January 1997, and increased unit volume. Allied's
electrical conduit operations also increased sales.

Sales increased 17% during calendar 1996 to $8.10 billion from $6.92 billion
in calendar 1995. Sales of the Disposable and Specialty Products group increased
$181.3 million to $2.0 billion, or 10%. Increased sales at Kendall and Tyco
Plastics were partially offset by Kendall's sale of Futuro business in December
of 1995. Kendall's sales include the sales of Professional Medical Products,
Inc. which was acquired during the first quarter of fiscal 1996. Sales at ADT
Automotive decreased as a result of the disposal of the European auctions
business in December 1995. Excluding the impact of the sale, sales at the U.S.
auction business increased due to volume of vehicles sold. Sales of the Fire and
Security Services group increased

S-25
<PAGE>
$640.6 million to $3.69 billion, or 21%, due to increased sales in the North
American, European, including Thorn, and Asia-Pacific contracting businesses,
offset by a slight decline due to the exclusion of sales of the European
electronic article surveillance operation and certain businesses in the ASH
group, all of which were disposed of in 1995. Increased sales resulted from
acquisition of Alert in December 1995 and Earth Tech in the first quarter of
1996. Sales of the Flow Control Products group increased $317.3 million, or 20%,
to $1.93 billion, reflecting higher volume at Allied, including businesses
acquired by Allied in the second half of 1995 as well as from Grinnell's
distribution operations, Keystone, Mueller and European Flow Control. Sales of
the Electrical and Electronic Components group increased $48.9 million to $479.0
million, or 11%, resulting principally from higher sales of undersea
communications cables at Simplex as well as at the Printed Circuit Group
businesses and at Allied's electrical conduit operations.

(LOSS) INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEMS

Pre-tax loss before extraordinary items was $589.8 million in Fiscal 1997
and $159.8 million in the nine months ended September 30, 1996. Pre-tax income
increased 40.5%, excluding these acquisition related and non-recurring charges.
Fiscal 1997 results include pre-tax charges of $1.43 billion for costs
associated with acquisitions. The charges include $917.8 million of merger and
transaction costs, restructuring and integration costs related to the
consolidation of the businesses, $148.4 million related to the impairment of
long-lived assets and $361.0 million for write offs of purchased in-process
research and development. See Notes 11 and 15 to the Consolidated Financial
Statements contained in the Form 10-K. Following the adoption of Statement of
Financial Accounting Standards No. 121 in 1996, ADT recorded a non-recurring
charge for the impairment of long-lived assets of $744.7 million, primarily
related to goodwill and other intangibles in the Electronic Security Services
business. In addition during 1996 the Company incurred $246.1 million related to
merger, restructuring and other non-recurring costs. The following analysis is
presented exclusive of these amounts to better portray the comparability of
recurring operations.

Operating profits of the Disposable and Specialty Products group increased
$52.4 million to $328.7 million in Fiscal 1997, or 19%, reflecting higher
earnings at Kendall, including improved manufacturing efficiencies and the
earnings of INBRAND, Tyco Plastics, which, in addition to internal growth in
volume and prices, includes the results of Carlisle from September 1996, and ADT
Automotive. Operating profits of the Fire and Security Services group increased
$77.9 million to $336.7 million, or 30% due to higher margins at each geographic
region of the Company's fire protection operations and electronic security
businesses and Earth Tech, as well as the inclusion of Thorn. The higher margins
in fire protection were the result of a higher mix of service work within the
contracting business. The operating profits of the Flow Control Products group
increased $47.2 million to $193.7 million, or 32%, resulting principally from
increases in each of the Company's operations, and the results of businesses
acquired in Fiscal 1997. Increases in the Company's European Flow Control
businesses were primarily due to increased margins as well as the inclusion of
acquisitions. Increases at Allied and Mueller were a combination of stronger
operating profits resulting from improved operating efficiencies as well as the
inclusion of acquisitions. Operating profits of the Electrical and Electronic
Components group increased $69.9 million to $136.4 million, or 105%, due to
increased earnings at TSSL, principally due to the acquisition of AT&T's
submarine systems business and increased operating levels. Earnings were also up
at the Printed Circuit Group businesses, including ElectroStar and at Allied's
electrical conduit operations.

The impact on the consolidated sales and results of operations from changes
in foreign exchange rates relative to the value of the U.S. dollar for Fiscal
1997 as compared to the nine months ended September 30, 1996 was not material.

Operating profits of the Disposable and Specialty Products group increased
$40.5 million to $371.9 million in calendar 1996, or 12%, primarily due to
increases at Kendall and Tyco Plastics, partially offset by the disposition of
European auctions, discussed above. Operating profits of the Fire and Security
Services group rose $75.1 million to $356.5 million, or 27%, due to higher
margins at fire protection operations in

S-26
<PAGE>
each geographic region, as well as the inclusion of earnings from Alert which
was acquired in December 1995, and Earth Tech, which was acquired during the
first quarter of 1996. Operating profits of the Flow Control Products group
increased $37.5 million to $198.0 million, or 23%, resulting from increased
earnings principally at Allied and Mueller and, to a lesser extent, at the
group's other operating units. Operating profits of the Electrical and
Electronic Components group increased $12.6 million to $89.0 million, or 17%,
due to increased earnings at Simpiex, the Printed Circuit Group businesses and
at Allied's electrical conduit operations.

The impact on the consolidated sales and results of operations from changes
in foreign exchange rates relative to the U.S. dollar for 1996 as compared to
1995 was not material.

Corporate and other expenses rose to $44.8 million in Fiscal 1997 from $31.4
million in the nine months ended September 30, 1996 due principally to higher
compensation expense under the Company's incentive compensation plans.

Corporate and other expenses rose to $43.4 million in calendar 1996 from
$29.0 million in calendar 1995 due principally to higher compensation expense
under the Company's incentive compensation plans and to an increase in expense
associated with the Company's accounts receivable financing program. Under the
program, the discount on accounts receivable is included in selling, general and
administrative expense and is excluded from interest expense. See Note 5 to the
Consolidated Financial Statements contained in the Form 10-K.

INTEREST EXPENSE

Interest expense decreased $7.5 million to $137.5 million during Fiscal
1997, as compared to the nine months ended September 30, 1996, due to lower
average interest rates partially offset by higher average debt balances, as a
result of monies borrowed to make acquisitions. Interest expense increased $5.8
million to $193.3 million during 1996 due to higher average debt levels
partially offset by lower average interest rates.

EXTRAORDINARY ITEMS

Extraordinary items in Fiscal 1997, 1996 and 1995 included net losses
amounting to $58.3 million, $1.2 million and $1.5 million, respectively, arising
on the reacquisition of certain of the Company's senior, senior subordinated and
public notes. Further details are provided in Notes 4 and 13 to the Consolidated
Financial Statements contained in the Form 10-K.

In September 1996, ADT repaid in full all amounts owed by the ASH group
under its senior, senior subordinated notes and bank credit agreement. Further
details on the net loss amounting to $4.6 million which arose on these
transactions are provided in Notes 4 and 13 to the Consolidated Financial
Statements contained in the Form 10-K.

In December 1996, ADT gave notice that it would redeem in full all amounts
outstanding to the convertible capital bond holders owed by the ASH group.
Further details on the net loss amounting to $1.6 million which arose on this
transaction are provided in Notes 4 and 13 to the Consolidated Financial
Statements contained in the Form 10-K.

In December 1996 and July 1995, ADT repaid in full and canceled certain bank
credit agreements as part of refinancing arrangements at the time. Further
details of the net losses amounting to $1.0 million in 1996 and $8.3 million in
1995 which arose on these transactions are provided in Notes 4 and 13 to the
Consolidated Financial Statements contained in the Form 10-K.

S-27
<PAGE>
INCOME TAX EXPENSE

Income tax expense was $187.0 million in Fiscal 1997 and $205.0 million in
the nine months ended September 30, 1996. See Note 7 to the Consolidated
Financial Statements contained in the Form 10-K.

LIQUIDITY AND CAPITAL RESOURCES

As presented in the unaudited Consolidated Statement of Cash Flows for the
quarters ended December 31, 1997 and 1996 incorporated by reference herein, net
cash provided by operating activities was $142.6 million during the quarter
ended December 31, 1997. Accounts payable and accrued expenses decreased $237.1
million which resulted principally from spending for merger, restructuring and
other non-recurring costs during the quarter. Net changes in other working
capital accounts were not significant during the period. The impact of changes
in foreign exchange rates did not materially affect net working capital during
the quarter.

During the quarter ended December 31, 1997, the Company used cash to (i)
acquire companies for an aggregate of $93.1 million in cash; (ii) purchase
$148.5 million of property, plant and equipment; and (iii) pay dividends of
$13.2 million and receive $149.5 million upon the exercise of Common Share
options.

At December 31, 1997 the Company's total debt was $2.64 billion, a slight
decrease as compared to $2.73 billion at September 30, 1997. The decrease
resulted principally from the exchange of LYONs' debt with a $55.1 million
principal balance for Common Shares and the net repayment of various borrowings.
Shareholders' equity was $3.84 billion, or $6.99 per share, at December 31,
1997, compared to $3.43 billion, or $6.39 per share, at September 30, 1997.
Goodwill and other intangible assets was $2.95 billion at December 31, 1997
compared to $2.93 billion at September 30, 1997. The increase in shareholders'
equity was due primarily to net income of $239.9 million and proceeds from the
exercise of options. Total debt as a percent of total capitalization (total debt
and shareholders' equity) was 41% at December 31, 1997 and 44% at September 30,
1997.

In December 1997, Tyco US terminated a $500 million portion of its existing
credit agreement and thereafter had the right to borrow (a) up to $750 million
until June 1998 and (b) up to $500 million until June 2002. Balances outstanding
at the time of termination were repaid through the issuance of private placement
notes, $225 million due in March 1998 and $250 million due in June 1998, all of
which bear interest at LIBOR plus 0.25%. The $475 million of private placement
notes and the $400 million drawn under the portion of the existing credit
agreement due in June 1998 have been classified as long-term liabilities, based
on the Company's ability and intent to refinance these obligations on a
long-term basis.

On February 13, 1998, Tyco US entered into a new $2.25 billion credit
agreement with a group of commercial banks, giving it the right to borrow (a) up
to $1.75 billion until February 12, 1999, with the ability to extend, at the
option of Tyco US, to February 12, 2000, and (b) up to $0.5 billion until
February 12, 2003, such term converting from a 364-day term to a five-year term
upon termination of the existing credit agreement. Repayment of amounts
outstanding under this agreement is guaranteed by the Company.

Simultaneous with the closing of the new credit agreement, Tyco US reduced
aggregate commitments available under its existing credit agreement to $950
million by reducing the $750 million portion to $450 million due in June 1998
and amended the terms and conditions, including interest rates, of the existing
credit agreement to conform to the new credit agreement.

Working capital requirements for the remainder of fiscal 1998 are not
expected to significantly increase as compared to Fiscal 1997. The level of
capital expenditures is not expected to increase materially in fiscal 1998 as
compared to annualized Fiscal 1997. The Company believes that its funding
sources are adequate for its anticipated requirements, including the acquisition
of Sherwood for approximately $1.77 billion in the second quarter of fiscal
1998, through expected cash flow from operations, established financial
arrangements and accessing equity and debt capital markets, including the Common

S-28
<PAGE>
Shares in the Offerings. The Company has an effective shelf registration
statement for the issuance of up to $2.0 billion of debt and equity pursuant to
which the Offerings are being made.

BACKLOG

The backlog of unfilled orders was approximately $2.7 billion at December
31, 1997, as compared to $2.3 billion at September 30, 1997. Backlog increased
in the Company's Electrical and Electronic Components, Fire and Security
Services and Flow Control Group segments. Within Electrical and Electronic
Components, backlog increased principally due to the acquired backlog of AT&T's
submarine systems business, as well as new projects issued to TSSL. Within Fire
and Security Services, backlog increased principally due to an increase in
backlog at the Company's U.S. security business and the European fire business.

ACCOUNTING AND TECHNICAL PRONOUNCEMENTS

During the first quarter of fiscal 1998, the Company was required to adopt
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share." SFAS No. 128 specifies the computation, presentation and disclosure
requirements for earnings per share and is substantially similar to the
standards recently issued by the International Accounting Standards Committee
entitled "International Accounting Standards Earnings Per Share." Prior period
earnings per share data has been restated in accordance with the provisions of
this statement. The adoption of SFAS No. 128 did not have a material impact on
the financial results of the Company.

In June 1997, the FASB issued two additional statements, SFAS No. 130,
"Reporting Comprehensive Income," and SFAS No. 131, "Disclosures About Segments
of an Enterprise and Related Information," both effective for years beginning
after December 15, 1997. Adoption of these standards are not expected to impact
the financial results of the Company.

Financial Reporting Release No. 48, issued by the Securities and Exchange
Commission requires certain quantitative and qualitative disclosures about
market risks in derivative financial instruments. Potential near term losses in
cash flows and earnings from derivative financial instruments held by the
Company at September 30, 1997 would not have a material impact on the Company's
financial position, results of operations or liquidity.

FORWARD LOOKING INFORMATION

Certain statements in this Prospectus Supplement are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. All forward-looking statements involve risks and uncertainties. In
particular, any statements contained herein regarding the consummation and
benefits of future acquisitions, as well as expectations with respect to future
sales, operating efficiencies and product expansion, are subject to known and
unknown risks, uncertainties and contingencies, many of which are beyond the
control of the Company, which may cause actual results, performance or
achievements to differ materially from anticipated results, performance or
achievements. Factors that might affect such forward-looking statements include,
among other things, overall economic and business conditions, the demand for the
Company's goods and services, competitive factors in the industries in which the
Company competes, changes in government regulations and the timing, impact and
other uncertainties of future acquisitions.

S-29
<PAGE>
CERTAIN UNITED STATES FEDERAL INCOME, UNITED KINGDOM
AND BERMUDA TAX CONSEQUENCES

UNITED STATES

The following discussion summarizes the material United States federal
income tax considerations that apply generally to persons holding the Common
Shares of the Company as capital assets and whose functional currency is the
U.S. dollar. Kramer, Levin, Naftalis & Frankel, United States counsel to the
Company, has rendered an opinion that the discussion that follows accurately
reflects the material United States federal income tax consequences of an
investment in the Common Shares. That discussion and opinion are based on
currently existing provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), final, temporary and proposed United States Treasury Regulations
promulgated thereunder, current administrative and judicial interpretations
thereof and, in part, on representations by the Company and certain significant
assumptions as to facts and circumstances in the future. All of the foregoing
are subject to change; any change could apply retroactively and could affect the
continuing validity of this discussion. Moreover, counsel's opinions have no
binding effect or official status of any kind, and no assurance can be given
that the conclusions described below would be sustained by a court if challenged
by the Internal Revenue Service ("IRS").

The discussion below is only a summary for general information purposes of
the material United States federal income tax consequences of an investment in
the Common Shares of the Company. It does not purport to be a comprehensive
description of all of the tax considerations that may be relevant to a
particular investor's decision to purchase Common Shares and does not address
the United States federal income tax consequences applicable to investors that
are subject to special rules under the Code, such as financial institutions,
insurance companies, regulated investment companies, dealers in securities, tax-
exempt entities, persons that own (or are deemed to own for United States
federal income tax purposes) 10 percent or more of the Common Shares or, except
as described below, persons that are not United States Shareholders (see
"--Non-U.S. Shareholders," below). In addition, it does not describe any tax
consequences arising under the tax laws of any state, locality or non-U.S.
jurisdiction. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS
AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF ANY INVESTMENT IN THE COMMON
SHARES, INCLUDING THE APPLICATION OF FEDERAL, STATE, LOCAL AND NON-U.S. TAX
LAWS.

As used herein, the term "United States Shareholder" means a holder of
Common Shares that is, for United States federal income tax purposes, (i) a
citizen or resident of the United States, (ii) a corporation or partnership
created or organized in or under the laws of the United States or any political
subdivision thereof, (iii) an estate the income of which is subject to United
States federal income taxation regardless of its source or (iv) a trust if a
court within the United States is able to exercise primary supervision over its
administration and one or more United States persons have the authority to
control all of its substantial decisions.

DISTRIBUTIONS. In general, a distribution (other than in liquidation and
other than certain distributions of shares of the Company or of rights to
receive shares of the Company) paid by the Company to a United States
Shareholder with respect to the Common Shares will be treated as a dividend to
the extent of the Company's current and accumulated earnings and profits, as
determined under United States federal income tax principles (regardless of
whether such distribution is treated as a return of capital for non-tax
purposes), with any excess treated first, as a tax-free return of capital which
reduces such United States Shareholder's tax basis in its Common Shares to the
extent thereof and then, as gain from the sale or exchange of the Common Shares.
The amount of any distribution of property other than cash will be the fair
market value of such property on the date of distribution by the Company.

Under current Company policy, distributions are paid in U.S. dollars to all
record shareholders other than those having mailing addresses in the United
Kingdom, to whom dividends are paid in U.K. pounds

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<PAGE>
sterling. The amount of any cash distribution paid in pounds sterling to a
United States Shareholder will be equal to the U.S. dollar value of the pounds
sterling on the date of receipt by the shareholder, whether or not the payment
is converted into U.S. dollars at that time. Any gain or loss recognized upon a
subsequent sale or other disposition of the pounds sterling generally will be
U.S. source ordinary income or loss.

The amount of any distribution received by a United States Shareholder that
is treated as a dividend for United States federal income tax purposes will be
included in such shareholder's gross income, treated generally as foreign source
"passive" income (or, in the case of certain United States Shareholders,
"financial services income") for foreign tax credit purposes, taxed at the rates
applicable to ordinary income and generally will not be eligible for any
dividends received deduction.

DISPOSITIONS. In general, gain or loss recognized by a United States
Shareholder on the sale or exchange of Common Shares (including a distribution
in liquidation of the Company) will be subject to United States federal income
taxation as capital gain or loss in an amount equal to the difference between
the amount realized on such sale or exchange and such shareholder's adjusted tax
basis in the Common Shares sold or exchanged. Such gain or loss will be
long-term capital gain or loss if the United States Shareholder's holding period
for the Common Shares is more than one year at the time of the sale or exchange
and, in the case of an individual shareholder, will be taxed at the lowest
applicable rate if such Shareholder's holding period for the Common Shares is
more than eighteen months at such time. In general, any gain recognized by a
United States Shareholder on such sale or exchange will be United States source
income for foreign tax credit purposes. Under current law, the source of any
loss on the sale, exchange or other disposition of the Common Shares is
uncertain, though under Proposed Treasury Regulations such loss generally would
be foreign source.

PASSIVE FOREIGN INVESTMENT COMPANY. A Passive Foreign Investment Company
("PFIC") is a non-U.S. corporation (i) 75 percent or more of whose gross income
in a taxable year is passive income or (ii) the average value of whose "passive
assets" (generally, assets that produce passive income or are held for the
production of passive income) is 50 percent or more of the average value of all
its assets for such year. For this purpose, passive income generally includes
dividends, interest, royalties, rent, annuities and the excess of gains over
losses from the disposition of assets that produce passive income. In making
these determinations, the Company will take into account as its own gross income
and assets its pro rata share of the gross income and assets of any corporation
(U.S. or non-U.S.) in which the Company is considered to own (directly or
indirectly) 25 percent or more of the shares by value.

Based on the Company's current and projected income, assets and activities,
the Company believes that it will not be classified as a PFIC for its taxable
year ending September 30, 1997 or any subsequent taxable year.

If the Company becomes a PFIC for any taxable year, each United States
Shareholder who does not have an election to treat the Company as a "qualified
electing fund" (the "QEF election") in effect for such year, as discussed below,
would be subject to special rules (regardless of whether the Company remains a
PFIC) with respect to certain "excess" distributions by the Company on, and to
gain from the disposition (including certain deemed dispositions) of, the Common
Shares. Under these rules, (i) the excess distribution or gain would be
allocated ratably over the shareholder's holding period for the Common Shares,
(ii) the amount allocated to the current taxable year would be treated as
ordinary income and (iii) the amount allocated to each of the prior taxable
years during which the shareholder owned the Common Shares and during which the
Company was a PFIC would be subject to tax at the highest rate of tax in effect
for that year and an interest charge for the deemed deferral benefit would be
imposed with respect to the resulting tax attributable to each such prior year.
If a United States Shareholder has made a QEF election for all taxable years
that such shareholder has held Common Shares and the Company was a PFIC,
distributions and gain would not be deemed to have been recognized ratably over
the United States Shareholder's holding period or subject to an interest charge,
and gain on the sale of Common Shares would be characterized as capital gain.
Instead, each United States Shareholder who has made a QEF

S-31
<PAGE>
election would be required for each taxable year in which the Company was a PFIC
to include in income its pro rata share of the ordinary earnings of the Company
as ordinary income and its pro rata share of the net capital gain of the Company
as long-term capital gain, regardless of whether the Company made any
distributions of such earnings or gain. If the Company determines that it is a
PFIC for any taxable year, it will so inform the United States Shareholders and
will, upon request, furnish the information necessary for a United States
Shareholder to make a valid QEF election.

If the Company becomes a PFIC, a United States Shareholder may make a
mark-to-market election with respect to the Common Shares. Under the election,
any excess of the fair market value of the Common Shares at the close of any
taxable year over the shareholder's adjusted tax basis in the Common Shares
would be included in the shareholder's income as ordinary income. In addition,
the excess of the adjusted basis at the close of any tax year over the fair
market value of the Common Shares would be deductible against ordinary income in
an amount equal to the lesser of the amount of such excess and the net
mark-to-market gains on the Common Shares that the United States Shareholder had
included in income in previous years. If a United States Shareholder made a
mark-to-market election after the beginning of its holding period, the
shareholder would not avoid the interest charge rule discussed above with
respect to the inclusion of ordinary income attributable to periods before the
election.

NON-U.S. SHAREHOLDERS. Subject to the discussion of backup withholding
below, dividends paid by the Company with respect to the Common Shares will be
exempt from United States federal income tax, including withholding tax, if paid
to a shareholder that is not a United States Shareholder (a "non-U.S.
Shareholder"), unless the shareholder has an office or other fixed place of
business in the United States to which the dividend is attributable and such
income is derived in the active conduct of a banking, financing or similar
business within the United States or is received by a corporation whose
principal business is the trading in stock or securities for its own account and
certain other conditions are met.

A non-U.S. Shareholder will not be subject to United States federal income
or withholding tax on gain realized on the sale or other disposition of Common
Shares, unless (i) such gain is effectively connected with the conduct by the
shareholder of a trade or business within the United States or (ii) in the case
of gain realized by an individual shareholder, the shareholder is present in the
United States for 183 days or more in the taxable year of the sale and certain
other conditions are met.

INFORMATION REPORTING AND BACKUP WITHHOLDING. Certain non-corporate
shareholders may be subject to information reporting and backup withholding at a
rate of 31 percent on distributions with respect to the Common Shares or the
proceeds of disposition of Common Shares if such distributions or disposition
proceeds are paid by a paying agent, broker or other intermediary in the United
States or by a U.S. broker or certain United States-related brokers outside the
United States. Backup withholding will apply to a United States Shareholder only
if it (i) fails to furnish its Taxpayer Identification Number ("TIN"), (ii)
furnishes an incorrect TIN, (iii) is notified by the IRS that it has failed to
properly report payments of interest and dividends or (iv) under certain
circumstances fails to certify, under penalties of perjury, that it has
furnished a correct TIN and that it has not been notified by the IRS that it is
subject to backup withholding for failure to report interest and dividend
payments. A non-U.S. Shareholder will not be subject to information reporting
(and, where it applies, back-up withholding) if it certifies its non-U.S. status
or if the non-U.S. office of a broker has documentary evidence in its records as
to the shareholder's non-U.S. status. The amount of any backup withholding from
a payment to a shareholder will be allowed as a credit against such
shareholder's United States federal income tax liability, if any, and may
entitle such shareholder to a refund, provided that certain required information
is furnished to the IRS.

Proposed Treasury Regulations would change the information reporting and
backup withholding rules described above. Prospective investors in the Common
Shares should consult their own tax advisers as to the application of
information reporting and backup withholding to their particular circumstances.

S-32
<PAGE>
UNITED KINGDOM

In the opinion of Allen & Overy, special legal advisers in England for the
Company, under current United Kingdom law: (a) United Kingdom resident
shareholders will be normally liable to income tax or corporation tax on
dividends paid by the Company at the rate applicable to their particular
circumstances, although, if such shareholders are not domiciled in the United
Kingdom, any such liability is limited to the extent that such dividends (if
any) are remitted or deemed to be remitted to the United Kingdom. If dividends
are paid by or through a paying agent or collecting agent in the United Kingdom,
such agent may be required to withhold or deduct for or on account of United
Kingdom income tax at the lower rate (currently 20 percent) from the amount of
such dividends unless evidence in a form satisfactory to the Inland Revenue is
produced that the person beneficially entitled to the dividend is the beneficial
owner of the Common Shares and is not resident in the United Kingdom for tax
purposes. The amount of United Kingdom tax withheld will be available as a
credit against the liability of United Kingdom resident shareholders to pay
income tax or corporation tax as appropriate in respect of the relevant
dividend; (b) shareholders who are resident (or, in the case of individuals,
resident or ordinarily resident) in the United Kingdom will normally be liable
to capital gains tax arising from any gain made on a disposal of Common Shares
at the rate applicable to their particular circumstances, although, if such
shareholders are individuals not domiciled in the United Kingdom, any such
liability is limited to the extent that amounts in respect of such gains are
received or deemed to be received in the United Kingdom; and (c) where the
Common Shares are held on the United Kingdom register and there is a transfer or
an agreement to transfer those shares, a liability to United Kingdom stamp duty
or stamp duty reserve tax will normally arise.

BERMUDA

In the opinion of Appleby, Spurling & Kempe, attorneys in Bermuda for the
Company, as of the date hereof, there is no Bermuda income, corporation or
profits tax, withholding tax, capital gains tax, capital transfer tax, estate
duty or inheritance tax payable in respect of distributions by the Company with
respect to the Common Shares or in respect of capital gains realized on a
disposition of the Common Shares. Furthermore, the Company has received from the
Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection
Act of 1966, as amended, an undertaking that, in the event of there being
enacted in Bermuda any legislation imposing any tax computed on profits or
income, including any dividend or capital gains withholding tax, or computed on
any capital assets, gain or appreciation, or any tax in the nature of an estate
or inheritance tax or duty, the imposition of such tax shall not be applicable
to the Company or any of its operations, nor to its common shares, nor to
obligations of the Company until the year 2016. This undertaking applies to the
Common Shares. This undertaking does not, however, prevent the application of
Bermuda taxes to persons ordinarily resident in Bermuda.

S-33
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in a U.S. purchase agreement
(the "U.S. Purchase Agreement") among the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"), Credit Suisse First Boston
Corporation, Lehman Brothers Inc. and J.P. Morgan Securities Inc. (the "U.S.
Underwriters") and concurrently with the sale of 4,400,000 Common Shares to the
International Managers (as defined below), the Company has agreed to sell to the
U.S. Underwriters, and each of the U.S. Underwriters severally and not jointly
has agreed to purchase from the Company, the number of Common Shares set forth
opposite its name below:

<TABLE>
<CAPTION>
------NUMBER OF
U.S. UNDERWRITERS COMMON SHARES
- --------------------------------------------------------------------------------------- ---------------
<S> <C>

Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................................................. 4,400,000
Credit Suisse First Boston Corporation................................................. 4,400,000
Lehman Brothers Inc.................................................................... 4,400,000
J.P. Morgan Securities Inc............................................................. 4,400,000
---------------
Total........................................................................ 17,600,000
---------------
---------------
</TABLE>

The Company has also entered into an international purchase agreement (the
"International Purchase Agreement") with Merrill Lynch International, Credit
Suisse First Boston (Europe) Limited, Lehman Brothers International (Europe) and
J.P. Morgan Securities Ltd. (the "International Managers" and, together with the
U.S. Underwriters, the "Underwriters"). Subject to the terms and conditions set
forth in the International Purchase Agreement, and concurrently with the sale of
17,600,000 Common Shares to the U.S. Underwriters pursuant to the U.S. Purchase
Agreement, the Company has agreed to sell to the International Managers, and the
International Managers have severally and not jointly agreed to purchase from
the Company, an aggregate of 4,400,000 Common Shares. The initial public
offering price per share and total underwriting discount per share are identical
under the U.S. Purchase Agreement and the International Purchase Agreement.

In the U.S. Purchase Agreement and the International Purchase Agreement, the
several U.S. Underwriters and the several International Managers, respectively,
have agreed, subject to the terms and conditions set forth therein, to purchase
all of the Common Shares being sold pursuant to each such agreement if any of
such Common Shares being sold pursuant to such agreement are purchased. Under
certain circumstances, under the U.S. Purchase Agreement and the International
Purchase Agreement, the commitments of non-defaulting Underwriters may be
increased. The closing with respect to the sale of Common Shares to be purchased
by the U.S. Underwriters and the International Managers are conditioned upon one
another.

The U.S. Underwriters have advised the Company that the U.S. Underwriters
propose initially to offer the Common Shares to the public at the initial public
offering price set forth on the cover page of this Prospectus Supplement, and to
certain dealers at such price less a concession not in excess of $.84 per Common
Share. The U.S. Underwriters may allow, and such dealers may reallow, a discount
not in excess of $.10 per Common Share on sales to certain other dealers. After
the initial public offering, the public offering price, concession and discount
may be changed.

The Company has granted an option to the U.S. Underwriters, exercisable for
30-days after the date of this Prospectus Supplement, to purchase up to an
aggregate of 2,640,000 additional Common Shares at the initial public offering
price set forth on the cover page of this Prospectus Supplement, less the
underwriting discount. The U.S. Underwriters may exercise this option solely to
cover over-allotments, if any, made on the sale of the Common Shares offered
hereby. To the extent that the U.S. Underwriters exercise this option, each U.S.
Underwriter will be obligated, subject to certain conditions, to purchase a

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<PAGE>
number of additional Common Shares proportionate to such U.S. Underwriter's
initial amount reflected in the foregoing table. The Company has also granted an
option to the International Managers, exercisable for 30-days after the date of
this Prospectus Supplement, to purchase up to an aggregate of 660,000 additional
Common Shares to cover over-allotments, if any, on terms similar to that granted
to the U.S. Underwriters.

The Company and certain of the Company's officers have agreed, subject to
certain exceptions, including exceptions relating to employee benefit
arrangements, that they will not, directly or indirectly, for a period of 60
days following the date of this Prospectus Supplement, except with the prior
written consent of Merrill Lynch, on behalf of the Underwriters, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any of the Common Shares or any
securities convertible into or exchangeable or exercisable for Common Shares,
whether now owned or hereafter acquired by the Company or with respect to which
the Company has or hereafter acquires the power of disposition, or file any
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to any of the foregoing or (ii) enter into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Common Shares, whether any such swap or transaction is to be settled by delivery
of Common Shares or other securities, in cash or otherwise.

The U.S. Underwriters and the International Managers have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for the
coordination of their activities. Pursuant to the Intersyndicate Agreement, the
U.S. Underwriters and the International Managers are permitted to sell Common
Shares to each other for purposes of resale at the initial public offering
price, less an amount not greater than the selling concession. Under the terms
of the Intersyndicate Agreement, the U.S. Underwriters and any dealer to whom
they sell Common Shares will not offer to sell or sell Common Shares to persons
who are non-U.S. or non-Canadian persons or to persons they believe intend to
resell to persons who are non-U.S. or non-Canadian persons, and the
International Managers and any dealer to whom they sell Common Shares will not
offer to sell or sell Common Shares to U.S. persons or to Canadian persons or to
persons they believe intend to resell to U.S. or Canadian persons, except in the
case of transactions pursuant to the Intersyndicate Agreement.

The Company has agreed to indemnify the U.S. Underwriters and the
International Managers against certain liabilities, including liabilities under
the Securities Act or to contribute to payments the U.S. Underwriters and
International Managers may be required to make in respect thereof.

Until the distribution of the Common Shares is completed, rules of the
Securities and Exchange Commission (the "Commission") may limit the ability of
the Underwriters and certain selling group members to bid for and purchase the
Common Shares. As an exception to these rules, the U.S. Underwriters are
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 the Underwriters create a short position in the Common Shares in
connection with the Offerings, i.e., if they sell more Common Shares than are
set forth on the cover page of this Prospectus Supplement, the U.S. Underwriters
may reduce that short position by purchasing Common Shares in the open market.
The U.S. Underwriters may also elect to reduce any short position by exercising
all or part of the over-allotment option described above.

In general, purchases of a security for the purchase of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might have been in the absence of such purchases.

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<PAGE>
Common Shares. In addition, neither the Company nor any of the Underwriters
makes any representation that the Underwriters will engage in such transactions
or that such transactions, once commenced, will not be discontinued without
notice.

Certain of the Underwriters have provided from time to time, and expect to
provide in the future, investment banking services to the Company, for which
such Underwriters have received and will receive customary fees and commissions.
In addition, from time to time, in the ordinary course of their respective
businesses, certain of the Underwriters and certain of their affiliates engage
and may in the future engage in commercial banking transactions with the
Company. Morgan Guaranty Trust Company of New York ("MGT"), an affiliate of J.P.
Morgan Securities Inc. and J.P. Morgan Securities Ltd., and Credit Suisse, an
affiliate of Credit Suisse First Boston Corporation and Credit Suisse First
Boston (Europe) Limited, are agent banks and/or lenders under certain of Tyco
US's credit facilities. As lenders under such credit facilities, MGT and Credit
Suisse may receive in excess of 10% of the net proceeds of the Offerings. See
"Use of Proceeds." Accordingly, the Offerings will be conducted in accordance
with Rule 2710(c)(8) of the National Association of Securities Dealers, Inc.

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<PAGE>
VALIDITY OF SHARES

The validity of the Common Shares offered hereby will be passed upon for the
Company by Appleby, Spurling & Kempe, Hamilton, Bermuda, Bermuda counsel to the
Company. Certain other legal matters will be passed upon for the Company by M.
Brian Moroze, Esq., General Counsel of Tyco US, Exeter, New Hampshire, and by
Kramer, Levin, Naftalis & Frankel, 919 Third Avenue, New York, New York 10022,
counsel to the Company. Mr. Moroze owns 47,640 Common Shares. Joshua M. Berman,
a director and Vice President of the Company, is counsel to the law firm of
Kramer, Levin, Naftalis & Frankel and owns 68,000 Common Shares. Certain legal
matters will be passed upon for the Underwriters by Fried, Frank, Harris,
Shriver & Jacobson (a partnership including professional corporations), One New
York Plaza, New York, New York 10004. Fried, Frank, Harris, Shriver & Jacobson
will rely on Appleby, Spurling & Kempe, Bermuda counsel to the Company, with
respect to matters of Bermuda law.

S-37
<PAGE>
PROSPECTUS

$2,000,000,000

------------------------

TYCO INTERNATIONAL LTD.
------------------------

DEBT SECURITIES
COMMON SHARES
SHARE PURCHASE CONTRACTS
SHARE PURCHASE UNITS
------------------------

Tyco International Ltd. (the "Company" or "Tyco") may offer from time to
time (i) unsecured debt securities ("Debt Securities") consisting of debentures,
notes and/or other evidences of unsecured indebtedness in one or more series,
(ii) common shares, par value U.S.$0.20 per share ("Common Shares"), (iii) Share
Purchase Contracts ("Share Purchase Contracts") to purchase Common Shares or
(iv) Share Purchase Units ("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 Common Shares under the Share Purchase Contracts (the Debt Securities,
Common Shares, Share Purchase Contracts and Share Purchase Units are
collectively referred to as "Securities"), or any combination of the foregoing,
at an aggregate initial offering price not to exceed U.S.$2,000,000,000, or its
equivalent if some or all of the Debt Securities are denominated in one or more
foreign currencies, at prices and on terms to be determined at or prior to the
time of sale in light of market conditions at the time of sale.

Specific terms of the particular Securities in respect of which this
Prospectus is being delivered will be set forth in one or more accompanying
Prospectus Supplements (each a "Prospectus Supplement"), together with the terms
of the offering of the Securities and the initial price and the net proceeds to
the Company from the sale thereof. The Prospectus Supplement will set forth with
regard to the particular Securities, without limitation, the following: (i) in
the case of Debt Securities, the specific designation, aggregate principal
amount, ranking as senior debt or subordinated debt, authorized denomination,
maturity, rate or method of calculation of interest and dates for payment
thereof, any exchangeability, conversion, redemption, prepayment or sinking fund
provisions, the currency or currencies or currency unit or currency units in
which principal, premium, if any, or interest, if any, is payable, any
modification of the covenants and any other specific terms thereof; (ii) in the
case of Common Shares, the number of shares of Common Shares and the terms of
the offering and sale thereof; (iii) in the case of Share Purchase Contracts,
the number of Common Shares issuable thereunder, the purchase price of the
Common Shares, the date or dates on which the Common Shares are required to be
purchased by the holders of the Share Purchase Contracts, any periodic payments
required to be made by the Company to the holders of the Share Purchase
Contracts or visa versa, and the terms of the offering and sale thereof; and
(iv) in the case of Share Purchase Units, the specific terms of the Share
Purchase Contracts and any Debt Securities or debt obligations of third parties
securing the holder's obligation to purchase Common Shares under the Share
Purchase Contracts, and the terms of the offering and sale thereof. The amounts
payable by the Company in respect of Debt Securities may be calculated by
reference to the value, rate or price of one or more specified commodities,
currencies or indices as set forth in the Prospectus Supplement. The Prospectus
Supplement will also contain information, where applicable, about certain United
States federal income tax considerations relating to the holders of Securities
covered by the Prospectus Supplement.

The Company may sell Securities offered hereby to or through underwriters or
dealers, and also may sell Securities directly to other purchasers or through
agents. The Prospectus Supplement will also set forth the names of the
underwriters, dealers and agents involved in the sale of the Securities offered
hereby, the principal amounts, if any, to be purchased by the underwriters or
agents and the compensation, if any, of such underwriters or agents and any
applicable commissions or discounts. The net proceeds to the Company from the
sale of the Securities offered hereby will also be set forth in the Prospectus
Supplement.

This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.

--------------------------

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. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------

The date of this Prospectus is February 19, 1998.
<PAGE>
No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Prospectus or
the accompanying Prospectus Supplement and, if given or made, such information
or representation must not be relied upon as having been authorized by the
Company or any underwriter, dealer or agent. Neither the delivery of this
Prospectus or the accompanying Prospectus Supplement nor any sale made hereunder
or thereunder shall, under any circumstances, create an implication that the
information contained herein or in the accompanying Prospectus Supplement is
correct as of any date subsequent to the date hereof or thereof or that there
has been no change in the affairs of the Company since the date hereof or
thereof. Neither this Prospectus nor the accompanying Prospectus Supplement
constitutes an offer to sell or a solicitation of an offer to buy Securities in
any jurisdiction in which such offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so or
to any person to whom it is unlawful to make such offer or solicitation.

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
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 Common Shares. 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 Transition Report on Form 10-K for the fiscal year ended
September 30, 1997.

The Company's Transition Report on Form 10-K/A for the fiscal year ended
September 30, 1997.

The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 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 Securities 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

2
<PAGE>
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 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, Senior Vice President, Tyco International (US) Inc., One Tyco Park,
Exeter, New Hampshire 03833 (telephone: (603) 778-9700).

3
<PAGE>
THE COMPANY

On July 2, 1997, Tyco International Ltd., a Massachusetts corporation
("Former Tyco"), merged with a subsidiary of the Company, with the Company being
the continuing public company. In connection with the merger, the Company
changed its name from ADT Limited ("ADT") to Tyco International Ltd.

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.

The Company is a Bermuda company. Its registered and principal executive
offices are located at The Gibbons Building, 10 Queen Street, Hamilton HM11
Bermuda, and its telephone number is (441) 292-8674. The executive office of
Tyco International (US) Inc., 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.

USE OF PROCEEDS

Except as otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Securities to
refinance, in part, existing indebtedness, to finance, in part, the cost of
acquisitions, including Sherwood, and for general corporate purposes. Funds not
required immediately for such purposes may be invested temporarily in short-term
marketable securities.

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<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for
the Company for the three months ended December 31, 1997, the nine month
transitional fiscal year ended September 30, 1997, and the years ended December
31, 1996, 1995, 1994 and 1993.
<TABLE>
<CAPTION>
FISCAL YEAR
THREE MONTHS ENDED
ENDED SEPTEMBER YEAR ENDED DECEMBER 31,
DECEMBER 30, ---------------------------------
31, 1997 1997(3) 1996 1995 1994
----------------- --------------- ----- --------- ---------
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges(1)(2)................. 6.37 (4) (4) 3.00 3.33

1993
---------
<S> <C>
Ratio of earnings to fixed charges(1)(2)................. 2.76
</TABLE>

- ------------------------

(1) For purposes of determining the ratio of earnings to fixed charges, earnings
consist of income (loss) before income taxes, cumulative effect of change in
accounting methods and extraordinary items, and fixed charges. Fixed charges
consist of interest on indebtedness, amortization of debt expenses and
one-third of rent expense which is deemed representative of an interest
factor.

(2) On July 2, 1997, a wholly-owned subsidiary of the Company merged with Former
Tyco. On August 27, 1997, the Company consummated a merger with INBRAND,
and, on August 29, 1997, the Company consummated a merger with Keystone.
Each of the three merger transactions qualifies for pooling of interests
basis of accounting. As such, the ratio of earnings to fixed charges for the
nine months ended September 30, 1997 and the years ended December 31, 1996,
1995, 1994 and 1993 include the effect of the mergers, except that the
calculation presented above for periods prior to January 1, 1997 does not
include INBRAND due to immateriality.

Prior to the respective mergers, ADT and Keystone had calendar year ends and
Former Tyco and INBRAND had June 30 fiscal year ends. The historical results
upon which the ratios are based have been combined using a calendar year end
for ADT, Keystone and Former Tyco for the year ended December 31, 1996. For
1995, 1994, and 1993, the ratio of earnings to fixed charges reflects the
combination of ADT and Keystone with a calendar year end and Former Tyco
with a June 30 fiscal year end.

(3) In September 1997, the Company changed its fiscal year end from December 31
to September 30. The fiscal year ended September 30, 1997 represents the
nine month period ended September 30, 1997.

(4) Earnings were insufficient to cover fixed charges by $589.7 million and
$61.2 million in 1997 and 1996, respectively.

Earnings for the nine months ended September 30, 1997 and the year ended
December 31, 1996 included merger, restructuring and other nonrecurring
charges of $917.8 million and $246.1 million, respectively. Earnings also
include a charge for the impairment of long-lived assets of $148.4 million
and $744.7 million, respectively in the 1997 and 1996 periods. The 1997
period also includes a write off of purchased in process research and
development of $361.0 million.

On a pro forma basis the ratio of earnings to fixed charges excluding merger,
restructuring and other nonrecurring charges, charge for the impairment of
long-lived assets and write off of purchased in process research and
development would have been 5.44x and 4.68x for the nine months ended
September 30, 1997 and year ended December 31, 1996, respectively.

5
<PAGE>
DESCRIPTION OF DEBT SECURITIES

The Debt Securities offered hereby will be issued under an indenture
(hereinafter the "Indenture"), between the Company and the trustee thereunder
(hereinafter referred to as the "Trustee"). The following statements are subject
to the detailed provisions of the Indenture, a copy of which is filed as an
exhibit to this Registration Statement. The Indenture is subject to, and
governed by, the Trust Indenture Act of 1939, as amended. The statements made
hereunder relating to the Indenture and the Debt Securities to be issued
thereunder are summaries of certain provisions thereof, do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all provisions of the Indenture and such Debt Securities. Capitalized terms
used but not defined herein shall have the respective meanings set forth in the
Indenture.

The particular terms of the Debt Securities offered by a Prospectus
Supplement will be described in the particular Prospectus Supplement, along with
any applicable modifications of or additions to the general terms of the Debt
Securities as described herein and in the Indenture or in any supplemental
indenture thereto and any applicable material federal income tax considerations.
Accordingly, for a description of the terms of any series of Debt Securities,
reference must be made to both the Prospectus Supplement relating thereto and
the description of the Debt Securities set forth in this Prospectus.

GENERAL

The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that the Debt Securities
may be issued from time to time in one or more series unless otherwise provided
in any supplemental indenture and the applicable Prospectus Supplement.

Unless otherwise provided in any supplemental indenture and specified in the
applicable Prospectus Supplement, Debt Securities offered pursuant to this
Prospectus will be direct, unsecured and unsubordinated obligations of the
Company and will rank equally with other unsecured and unsubordinated
obligations of the Company for money borrowed. Except as may be provided in any
supplemental indenture and set forth in the applicable Prospectus Supplement,
the Indenture does not limit other indebtedness or securities which may be
incurred or issued by the Company or any of its subsidiaries or contain
financial or similar restrictions on the Company or any of its subsidiaries.
Except as may be provided in any supplemental indenture and set forth in the
applicable Prospectus Supplement, the Company's rights and the rights of its
creditors, including holders of Debt Securities, to participate in any
distribution of assets of any subsidiary upon the latter's liquidation or
reorganization or otherwise will be effectively subordinated to the claims of
the subsidiary's creditors, except to the extent that the Company or any of its
creditors may itself be a creditor of that subsidiary.

A Prospectus Supplement will set forth where applicable the following terms
of and information relating to the Debt Securities offered pursuant to this
Prospectus: (i) the designation of the Debt Securities; (ii) the aggregate
principal amount of the Debt Securities; (iii) the date or dates on which
principal of, and premium, if any, on the Debt Securities is payable; (iv) the
rate or rates at which the Debt Securities shall bear interest, if any, or the
method by which such rate shall be determined, the date or dates from which
interest will accrue and on which such interest will be payable and the related
record dates; (v) if other than the offices of the Trustee, the place where the
principal of and any premium or interest on the Debt Securities will be payable;
(vi) any redemption, repayment or sinking fund provisions; (vii) if other than
denominations of $1,000 or multiples thereof, the denominations in which the
Debt Securities will be issuable; (viii) if other than the principal amount
thereof, the portion of the principal amount due upon acceleration; (ix) whether
the Debt Securities shall be issued in the form of a global security or
securities; (x) any other specific terms of the Debt Securities (which may, for
example, include the currency, and any index used to determine the amount, of
payment of principal of and any premium and interest on the Debt Securities);
and (xi) if other than the Trustee, the identity of any trustees, paying agents,
transfer agents or registrars with respect to the Debt Securities.

6
<PAGE>
Unless otherwise provided in any supplemental indenture and specified in the
applicable Prospectus Supplement, Debt Securities offered pursuant to this
Prospectus will be issued either in certificated, fully registered form, without
coupons, or as global notes under a book-entry system.

Upon receipt of an authentication order from the Company together with any
other documentation required by the Indenture or any supplemental indenture
thereto, the Trustee will authenticate Debt Securities in the appropriate form
and for the amount specified in the applicable Prospectus Supplement and the
supplemental indenture relating thereto.

Unless otherwise provided in any supplemental indenture and specified in the
applicable Prospectus Supplement, principal and premium, if any, will be
payable, and the Debt Securities offered pursuant to this Prospectus will be
transferable and exchangeable without any service charge, at the office of the
Trustee. However, the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with any such
transfer or exchange.

Interest, if any, on any series of Debt Securities offered pursuant to this
Prospectus will be payable on the interest payment dates set forth in the
accompanying Prospectus Supplement to the persons described in the accompanying
Prospectus Supplement.

If Debt Securities offered pursuant to this Prospectus are issued as
original issue discount securities (bearing no interest or interest at a rate
which at the time of issuance is below market rates) to be sold at more than a
DE MINIMIS discount below their stated principal amount, the federal income tax
consequences to the holders of Debt Securities and other special considerations
applicable to such original issue discount securities will be as provided in the
applicable Prospectus Supplement.

Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, there are no covenants or provisions contained
in the Indenture which afford the holders of Debt Securities offered pursuant to
this Prospectus protection in the event of a highly leveraged transaction,
reorganization, restructuring, merger or similar transaction involving the
Company. The consummation of any highly leveraged transaction, reorganization,
restructuring, merger or similar transaction could cause a material decline in
the credit quality of the outstanding Debt Securities.

BOOK-ENTRY SYSTEM

If so specified in the applicable Prospectus Supplement, Debt Securities of
any series offered pursuant to this Prospectus may be issued under a book-entry
system in the form of one or more global securities ("Global Securities"). Each
Global Security will be deposited with, or on behalf of, a depositary, which,
unless otherwise specified in the accompanying Prospectus Supplement, will be
The Depository Trust Company, New York, New York (the "Depositary"). The Global
Securities will be registered in the name of the Depositary or its nominee. The
specific terms of the depositary arrangement with respect to any series of Debt
Securities, or portion thereof, to be represented by a Global Security will be
provided in the supplemental indenture relating thereto and described in the
applicable Prospectus Supplement.

The Depositary has advised the Company as follows: the Depositary is a
limited purpose trust company organized under the laws of the State of New York,
a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and "clearing agency"
registered pursuant to the provisions of section 17A of the Exchange Act. The
Depositary was created to hold securities of persons who have accounts with the
Depositary ("participants") and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of certificates. The Depositary's
participants include securities brokers and dealers, banks, trust companies and
clearing corporations, and may include certain other organizations. Indirect
access to the Depositary book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.

7
<PAGE>
Upon the issuance of a Global Security, the Depositary or its nominee will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of participants. The accounts to be credited will be designated by
the underwriters or agents, if any, or by the Company, if such Debt Securities
are offered and sold directly by the Company. Ownership of beneficial interests
in the Global Security will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial interests by
participants in the Global Security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee for such Global Security. Ownership of beneficial
interests in the Global Security by persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdiction require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.

So long as the Depositary or its nominee is the registered owner of a Global
Security, it will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in such Global Security will
not be entitled to have the Debt Securities represented thereby registered in
their names, will not receive or be entitled to receive physical delivery of
certificates representing the Debt Securities and will not be considered the
owners or holders thereof under the Indenture.

Payment of principal of, premium, if any, and any interest on Debt
Securities represented by a Global Security will be made to the Depositary or
its nominee, as the case may be, as the registered owner or the holder of the
Global Security. None of the Company, the Trustee, any paying agent or registrar
for such Debt Securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interest in the Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

The Company has been advised by the Depositary that the Depositary will
credit participants' accounts with payments of principal, premium, if any, or
interest on the payment date thereof in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Security
as shown on the records of the Depositary. The Company expects that payments by
participants to owners of beneficial interests in the Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the account of
customers registered in "street name," and will be the responsibility of such
participants.

A Global Security may not be transferred except as a whole to a nominee or
successor of the Depositary. If the Depositary is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within ninety days, the Company will issue certificates in
registered form in exchange for the Global Security or securities representing
the Debt Securities. In addition, the Company may at any time and in its sole
discretion determine not to have Debt Securities of a series represented by a
Global Security and, in such event, will issue certificates in definitive form
in exchange for the Global Security representing such Debt Securities.

COVENANTS

Any covenants, including any restrictive covenants, of the Company with
respect to any series of Debt Securities will be provided in a supplemental
indenture and described in the applicable Prospectus Supplement.

MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE

The Indenture provides that unless otherwise provided in any supplemental
indenture and described in the applicable Prospectus Supplement, the Company
will not merge or consolidate with any other corporation and will not sell,
lease or convey all or substantially all of its assets to any person, unless the
Company shall be the continuing corporation, or the successor corporation or
person that acquires all or

8
<PAGE>
substantially all of the assets of the Company shall expressly assume the
payment of principal of, premium, if any, and interest on the Debt Securities
and the observance of all the covenants and agreements under the Indenture to be
performed or observed by the Company, and immediately after such merger,
consolidation, sale, lease or conveyance, the Company, such person or such
successor corporation shall not be in default in the performance of the
covenants and agreements of the Indenture to be performed or observed by the
Company.

EVENTS OF DEFAULT

Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, an Event of Default with respect to Debt
Securities of any series issued under the Indenture is defined in the Indenture
as being: default for 30 days in payment of any interest upon any Debt
Securities of such series; default in any payment of principal of or premium, if
any, on any Debt Securities of such series (including any sinking fund payment);
default by the Company in performance of any other of the covenants or
agreements in respect of the Debt Securities of such series or the Indenture
which shall not have been remedied for a period of 90 days after written notice
to the Company by the Trustee or the holders of at least 25% of the principal
amount of all Debt Securities of all affected series, as provided in the
supplemental indenture relating thereto and described in the applicable
Prospectus Supplement, specifying that such notice is a "Notice of Default"
under the Indenture; certain events involving bankruptcy, insolvency or
reorganization of the Company; or any other Event of Default established for the
Debt Securities of such series set forth in the accompanying Prospectus
Supplement. Unless otherwise provided in any supplemental indenture and
described in the applicable Prospectus Supplement, the Indenture requires that
the Trustee transmit notice of any uncured default under the Indenture with
respect to any series, within 90 days after the occurrence of such default, to
the holders of Debt Securities of each affected series, except that the Trustee
may withhold notice to the holders of any series of the Debt Securities of any
default (except in payment of principal of, premium, if any, or interest on,
such series of Debt Securities) if the Trustee considers it in the interest of
the holders of such series of Debt Securities to do so.

Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, (a) if an Event of Default due to the default
in payment of principal of, premium, if any, or interest on, any series of Debt
Securities issued under the Indenture or due to the default in the performance
or breach of any other covenant or agreement of the Company applicable to the
Debt Securities of such series but not applicable to all outstanding Debt
Securities issued under the Indenture shall have occurred and be continuing,
either the Trustee or the holders of not less than 25% in principal amount of
the Debt Securities of each affected series issued under the Indenture and then
outstanding (each such series voting as a separate class) may declare the
principal of all Debt Securities of such affected series and interest accrued
thereon to be due and payable immediately; and (b) if an Event of Default due to
a default in the performance of any other of the covenants or agreements in the
Indenture applicable to all outstanding Debt Securities issued thereunder and
then outstanding, or due to a default in payment at final maturity upon or
acceleration of indebtedness for money borrowed in the principal amount set
forth in the applicable Prospectus Supplement, or to certain events of
bankruptcy, insolvency and reorganization of the Company shall have occurred and
be continuing, either the Trustee or the holders of not less than 25% in
principal amount of all Debt Securities issued under the Indenture and then
outstanding (treated as one class) may declare the principal of all such Debt
Securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal of, premium, if
any, or interest on such Debt Securities) by the holders of a majority in
principal amount of the Debt Securities of all such affected series then
outstanding (each such series voting as a separate class or all such Debt
Securities voting as a single class, as the case may be).

Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, the holders of a majority in principal amount
of the Debt Securities of each series then outstanding and affected (with each
series voting as a separate class) will have the right to direct the time,

9
<PAGE>
method and place of conducting any proceeding for any remedy available to the
Trustee with respect to the Debt Securities of such series under the Indenture,
subject to certain limitations specified in the Indenture, provided that the
holders of such Debt Securities shall have offered to the Trustee reasonable
indemnity against expenses and liabilities.

Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, no holder of Debt Securities of any series may
institute any action against the Company under the Indenture (except actions for
payment of overdue principal, premium, if any, or interest) unless such holder
previously shall have given to the Trustee written notice of default and
continuance thereof and unless the holders of not less than 25% in principal
amount of the Debt Securities of each affected series (with each series voting
as a separate class) issued under the Indenture and then outstanding shall have
requested the Trustee to institute such action and shall have offered the
Trustee reasonable indemnity, and the Trustee shall not have instituted such
action within 60 days of such request, and the Trustee shall not have received
direction inconsistent with such written request by the holders of a majority in
principal amount of the Debt Securities of each affected series (with each
series voting as a separate class) issued under such Indenture and then
outstanding.

Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, the Company is required to file annually with
the Trustee a written statement as to compliance with the covenants and
agreements contained in the Indenture.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

Unless otherwise provided in any supplemental indenture and described in the
applicable Prospectus Supplement, the Company may discharge certain obligations
with respect to any series of Debt Securities issued under the Indenture by
irrevocably depositing with the applicable Trustee cash or direct obligations of
the United States as trust funds in an amount certified to be sufficient to pay
at maturity (or upon redemption) the principal of, premium, if any, and interest
on such Debt Securities upon the terms and conditions set forth in the Indenture
and described in the applicable Prospectus Supplement relating to such Debt
Securities.

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority of principal amount
of the Debt Securities at the time outstanding of all series affected (voting as
one class), to modify the Indenture or any supplemental indenture or the rights
of the holders of the Debt Securities, except that no such modification shall
(i) extend the final maturity of any of the Debt Securities or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof, or reduce
the amount of any original issue discount security payable upon acceleration or
provable in bankruptcy or impair or affect the right of any holder of the Debt
Securities to institute suit for the payment thereof without the consent of the
holder of each of the Debt Securities so affected or (ii) reduce the aforesaid
percentage in principal amount of Debt Securities, the consent of the holders of
which is required for any such modification, without the consent of the holders
of all Debt Securities then outstanding.

The Indenture contains provisions permitting the Company and the Trustee,
without the consent of any holders of Debt Securities, to enter into a
supplemental indenture, amoung other things, for purposes of curing any
ambiguity or correcting or supplementing any provision contained in the
Indenture or in any supplemental indenture or making other provisions in regard
to the matters or questions arising under the Indenture or any supplemental
indenture as the Board of Directors of the Company deems necessary or desirable
and which does not adversely affect the interest of the holders of Debt
Securities in any material respect. The Company and the Trustee, without the
consent of any holders of Debt Securities, may also enter into a supplemental
indenture to establish the form or terms of any series of Debt Securities as are
not otherwise inconsistent with any of the provisions of the Indenture.

10
<PAGE>
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 U.S.$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 $1 per share (the "Exchangeable Preference Shares")
(the Convertible Preference Shares and the Exchangeable Preference Shares,
collectively, the "Preference Shares"). As of January 16, 1998, there were
550,182,802 Common Shares outstanding and no Preference Shares outstanding. As
of such date, 7,500,000 First Preference Shares had been designated as Series A
First Preference Shares and reserved for issue upon exercise of the Rights under
Tyco's Shareholder Rights Plan. At Tyco's 1998 Annual General Meeting scheduled
to be held on March 27, 1998, shareholders will be asked to approve changing the
authorized share capital of Tyco to consist entirely of 1,503,750,000 Common
Shares, par value U.S.$.20 per share, and 125,000,000 preference shares, par
value U.S.$1 per share (being the First Preference Shares), of which 7,500,000
will be designated Series A First Preference Shares.

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
countries outside the United States may receive payment in another currency. Any
dividend which is unclaimed 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. The Tyco
Bye-Laws require that any proxy must be a shareholder of Tyco. Under the Tyco
Bye-Laws, two holders of Common Shares present, in person or by proxy,
constitute a quorum at a general meeting.

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. The Tyco Bye-Laws provide that a shareholder is not
entitled (except as proxy for another shareholder) to be present or vote at any
meeting if such shareholder has been served, and failed to comply, with a notice
under the Tyco Bye-Laws stating that such shareholder must make an offer in
accordance with the UK City Code on Takeovers and Mergers, as applied by the
Tyco Bye-Laws, or otherwise in accordance with the Tyco Bye-Laws. The effect of
these provisions is that if any person (and persons acting in concert with such
person) acquires shares which carry 30 per cent or more of the voting rights of
Tyco, such person may be required to make an offer for all the outstanding
shares to acquire such shares for cash, on the terms set forth in the Tyco
Bye-Laws. The Tyco Bye-Laws also provide that a shareholder loses the right to
vote for a period of 180 days if such shareholder acquires three per cent or
more of the issued share capital of any class, either alone or with others, and
fails to notify Tyco of such acquisition within two days or, if he already
possesses

11
<PAGE>
three per cent or more, such shareholder fails to notify Tyco of a change in the
shareholder's interest amounting to one per cent or more of the share capital of
any class and such shareholder is so notified by the Board of Directors of such
loss of right. In addition, the Tyco Bye-Laws provide that any person who is
known or believed by Tyco to be interested in Common Shares and has failed to
comply with a notice from Tyco requesting specified information regarding such
person's interests in shares shall lose the right to vote for the period during
which such person fails to comply with the notice plus an additional 90 days.
The right of a shareholder to receive payments of income and capital on a share
may be suspended while the voting rights attached to such share are suspended.

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 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 or any transfer of shares not fully paid up. Under the Tyco Bye-Laws, the
Board of Directors may decline to register any transfer of shares by a
transferor or to a transferee on whom Tyco has duly served a notice in respect
of such shares under any of the provisions of the Tyco Bye-Laws referred to
above under "Suspension of Rights" during a period of suspension of voting
rights pursuant to those provisions.

REGISTRAR AND TRANSFER AGENT. AS&K Services Ltd. is Tyco's Registrar.
ChaseMellon Shareholder Services, L.L.C. is the transfer agent for Common
Shares.

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. The Board of Directors' powers in this
regard will not be affected by the proposed change in the authorized share
capital referred to above under "Authorized Share Capital."

SHAREHOLDER RIGHTS PLAN

In 1996, Tyco adopted a Shareholder Rights Plan (the "Shareholder Rights
Plan"). The Shareholder 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 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.

12
<PAGE>
DESCRIPTION OF SHARE PURCHASE CONTRACTS
AND SHARE PURCHASE UNITS

The Company may issue Share Purchase Contracts, including contracts
obligating holders to purchase from the Company, and the Company to sell to the
holders, a specified number of Common Shares at a future date or dates. The
price per Common Share may be fixed at the time the Share Purchase Contracts are
issued or may be determined by reference to a specific formula set forth in the
Share Purchase Contracts. The Share Purchase Contracts may be issued separately
or as a part of units ("Share Purchase Units") consisting of a Share Purchase
Contract and Debt Securities or debt obligations of third parties, including
U.S. Treasury securities, securing the holders' obligations to purchase the
Common Shares under the Share Purchase Contracts. The Share Purchase Contracts
may require the Company to make periodic payments to the holders of the Share
Purchase Units or vice versa, and such payments may be unsecured or prefunded on
some basis. The Share Purchase Contracts may require holders to secure their
obligations thereunder in a specified manner.

The applicable Prospectus Supplement will describe the terms of any Share
Purchase Contracts or Share Purchase Units. The description in the Prospectus
Supplement will not purport to be complete and will be qualified in its entirety
by reference to the Share Purchase Contracts, and, if applicable, collateral
arrangements and depositary arrangements, relating to such Share Purchase
Contracts or Share Purchase Units.

PLAN OF DISTRIBUTION

The Company may sell Securities to or through underwriters or dealers, and
also may sell Securities directly to other purchasers or through agents. Each
Prospectus Supplement will describe the method of distribution of the offered
Securities.

The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.

In connection with the sale of Securities, underwriters may receive
compensation from the Company or from purchasers of Securities for whom they may
act as agents 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 from the Company 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 from the Company will be described, in the Prospectus
Supplement.

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.

If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase offered Securities from the
Company pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
the offered Securities shall not at the time of delivery be prohibited under the
laws of the jurisdiction to which such purchaser is subject. The

13
<PAGE>
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.

VALIDITY OF SECURITIES

The validity of the Securities to be sold pursuant to this Prospectus, as to
matters of Bermuda law, will be passed upon for the Company by Appleby, Spurling
& Kempe, Hamilton, Bermuda, Bermuda counsel to the Company, and, as to all other
matters, will be passed upon for the Company by Kramer, Levin, Naftalis &
Frankel, New York, New York, counsel to the Company. Joshua M. Berman, a
director and vice president of the Company, is counsel to Kramer, Levin,
Naftalis & Frankel. Mr. Berman owns beneficially 68,000 Common Shares.

EXPERTS

The consolidated financial statements and financial statement schedule
included in the Company's Transition Report on Form 10-K for fiscal year ended
September 30, 1997 and incorporated by reference in this prospectus have been
audited by Coopers & Lybrand, independent public accountants, as set forth in
their report included therein. In that report, that firm states that with
respect to certain subsidiaries its opinion is based on the reports of other
independent public accountants, namely Coopers & Lybrand L.L.P. and Arthur
Andersen LLP. The consolidated financial statements and financial statement
schedule referred to above have been incorporated herein in reliance upon said
reports given upon the authority of those firms as experts in accounting and
auditing.

14
<PAGE>
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- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON
SHARES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Supplement Summary.................. S-3
The Company.................................... S-8
Use of Proceeds................................ S-18
Price Range of Common Shares and Dividends..... S-18
Capitalization................................. S-19
Selected Consolidated Financial Data........... S-20
Management's Discussion and Analysis of
Financial Condition and Operating Results.... S-23
Certain United States Federal Income, United
Kingdom and Bermuda Tax Consequences......... S-30
Underwriting................................... S-34
Validity of Shares............................. S-37
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Information by
Reference.................................... 2
The Company.................................... 4
Use of Proceeds................................ 4
Ratio of Earnings to Fixed Charges............. 5
Description of Debt Securities................. 6
Description of Capital Stock................... 11
Description of Share Purchase Contracts and
Share Purchase Units......................... 13
Plan of Distribution........................... 13
Validity of Securities......................... 14
Experts........................................ 14
</TABLE>

22,000,000 SHARES

[TYCO LOGO]

COMMON SHARES

---------------------

PROSPECTUS SUPPLEMENT

------------------------

MERRILL LYNCH & CO.
CREDIT SUISSE FIRST BOSTON
LEHMAN BROTHERS
J.P. MORGAN & CO.

MARCH 2, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Alternate International

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED FEBRUARY 20, 1998

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 19, 1998)
22,000,000 SHARES

[TYCO LOGO]
COMMON SHARES
--------------

All of the 22,000,000 Common Shares offered hereby are being sold by Tyco
International Ltd. (the "Company"). Of the 22,000,000 Common Shares being
offered hereby, 4,400,000 Common Shares are being offered for sale initially
outside the United States and Canada by the International Managers and
17,600,000 Common Shares are being offered for sale initially in a concurrent
offering in the United States and Canada by the U.S. Underwriters. The initial
public offering price and the underwriting discount per share will be identical
for both Offerings. See "Underwriting."

The Common Shares are traded on the New York Stock Exchange under the symbol
"TYC," on the London Stock Exchange under the symbol "TYI" and on the Bermuda
Stock Exchange under the symbol "TYC." On March 2, 1998, the last reported sale
price of the Common Shares, as reported on the New York Stock Exchange, was
$50 3/4 per share. See "Price Range of Common Shares and Dividends."
------------------
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.

The Common Shares are offered by the several Underwriters, subject to prior
sale, when, as and if issued to and accepted by them, subject to approval of
certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of the shares will be made in New York, New York, on or about March 6,
1998.
------------------
MERRILL LYNCH INTERNATIONAL
CREDIT SUISSE FIRST BOSTON
LEHMAN BROTHERS
J.P. MORGAN SECURITIES LTD.
-----------

The date of this Prospectus Supplement is March 2, 1998.
<PAGE>
Alternate International

UNDERWRITING

Subject to the terms and conditions set forth in an international purchase
agreement (the "International Purchase Agreement") among the Company and Merrill
Lynch International, Credit Suisse First Boston (Europe) Limited, Lehman
Brothers International (Europe) and J.P. Morgan Securities Ltd. (the
"International Managers") and concurrently with the sale of 17,600,000 Common
Shares to the U.S. Underwriters (as defined below), the Company has agreed to
sell to the International Managers, and each of the International Managers
severally and not jointly has agreed to purchase from the Company, the number of
Common Shares set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL MANAGERS COMMON SHARES
---------------
<S> <C>
Merrill Lynch International.................................................. 1,100,000
Credit Suisse First Boston (Europe) Limited.................................. 1,100,000
Lehman Brothers International (Europe)....................................... 1,100,000
J.P. Morgan Securities Ltd................................................... 1,100,000
---------------

Total............................................................. 4,400,000
---------------
---------------
</TABLE>

The Company has also entered into a U.S. purchase agreement (the "U.S.
Purchase Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), Credit Suisse First Boston Corporation, Lehman Brothers Inc.
and J.P. Morgan Securities Inc. (the "U.S. Underwriters" and, together with the
International Managers, the "Underwriters"). Subject to the terms and conditions
set forth in the U.S. Purchase Agreement, and concurrently with the sale of
4,400,000 Common Shares to the International Managers pursuant to the
International Purchase Agreement, the Company has agreed to sell to the U.S.
Underwriters, and the U.S. Underwriters severally and not jointly have agreed to
purchase from the Company, an aggregate of 17,600,000 Common Shares. The initial
public offering price per Common Share and the total underwriting discount per
share are identical under the International Purchase Agreement and the U.S.
Purchase Agreement.

In the International Purchase Agreement and the U.S. Purchase Agreement, the
several International Managers and the several U.S. Underwriters, respectively,
have agreed, subject to the terms and conditions set forth therein, to purchase
all of the Common Shares being sold pursuant to each such agreement if any of
the Common Shares being sold pursuant to such agreement are purchased. Under
certain circumstances, under the International Purchase Agreement and the U.S.
Purchase Agreement, the commitments of non-defaulting Underwriters may be
increased. The closings with respect to the sale of Common Shares to be
purchased by the International Managers and the U.S. Underwriters are
conditioned upon one another.

The International Managers have advised the Company that the International
Managers propose initially to offer the Common Shares to the public at the
initial public offering price set forth on the cover page of this Prospectus
Supplement and to certain dealers at such price less a concession not in excess
of $.84 per Common Share. The International Managers may allow, and such dealers
may reallow, a discount not in excess of $.10 per Common Share on sales to
certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.

The Company has granted an option to the International Managers, exercisable
for 30-days after the date of this Prospectus Supplement, to purchase up to an
aggregate of 660,000 additional Common Shares at the initial public offering
price set forth on the cover page of this Prospectus Supplement, less the
underwriting discount. The International Managers may exercise this option
solely to cover over-allotments, if any, made on the sale of the Common Shares
offered hereby. To the extent that the International Managers exercise this
option, each International Manager will be obligated, subject to certain
conditions, to purchase the number of additional Common Shares proportionate to
such International Manager's initial amount reflected in the foregoing table.
The Company has also granted an option to the U.S. Underwriters, exercisable for
30-days after the date of this Prospectus Supplement, to purchase up to an
aggregate of 2,640,000 additional Common Shares to cover over-allotments, if
any, on terms similar to that granted to the International Managers.

S-34
<PAGE>
Alternate International
a period of 60 days following the date of this Prospectus Supplement, except
with the prior written consent of Merrill Lynch on behalf of the Underwriters,
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer any of the Common
Shares or any securities convertible into or exchangeable or exercisable for
Common Shares, whether now owned or hereafter acquired by the Company or with
respect to which the Company has or hereafter acquires the power of disposition,
or file any registration statement under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to any of the foregoing or (ii) enter into
any swap or any other agreement or any transaction that transfers, in whole or
in part, directly or indirectly, the economic consequence of ownership of the
Common Shares, whether any such swap or transaction is to be settled by delivery
of Common Shares or other securities, in cash or otherwise.

The International Managers and the U.S. Underwriters have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for the
coordination of their activities. Pursuant to the Intersyndicate Agreement, the
International Managers and the U.S. Underwriters are permitted to sell Common
Shares to each other for purposes of resale at the initial public offering
price, less an amount not greater than the selling concession. Under the terms
of the Intersyndicate Agreement, the International Managers and any dealer to
whom they sell Common Shares will not offer to sell or sell Common Shares to
persons who are U.S. or Canadian persons or to persons they believe intend to
resell to persons who are U.S. or Canadian persons, and the U.S. Underwriters
and any dealer to whom they sell Common Shares will not offer to sell or sell
Common Shares to non-U.S. persons or non-Canadian persons or to persons they
believe intend to resell to non-U.S. persons or non-Canadian persons, except in
the case of transactions pursuant to the Intersyndicate Agreement.

The Company has agreed to indemnify the U.S. Underwriters and the
International Managers against certain liabilities, including liabilities under
the Securities Act, or to contribute to payments the International Managers and
the U.S. Underwriters may be required to make in respect thereof.

If the Underwriters create a short position in the Common Shares in
connection with the Offerings, i.e., if they sell more Common Shares than are
set forth on the cover page of this Prospectus Supplement, the U.S. Underwriters
may reduce that short position by purchasing Common Shares in the open market.
The International Managers may also elect to reduce any short position by
exercising all or part of the over-allotment option described above.

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 have been in the absence of such purchases.

Neither the Company nor any of the Underwriters 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 any of the Underwriters makes any representation that the U.S.
Underwriters will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.

Certain of the Underwriters have provided from time to time, and expect to
provide in the future, investment banking services to the Company, for which
such Underwriters have received and will receive customary fees and commissions.
In addition, from time to time, in the ordinary course of their respective
businesses, certain of the Underwriters and certain of their affiliates engage
and may in the future engage in commercial banking transactions with the
Company. Morgan Guaranty Trust Company of New York ("MGT"), an affiliate of J.P.
Morgan Securities Ltd. and J.P. Morgan Securities Inc., and Credit Suisse, an
affiliate of Credit Suisse First Boston Corporation and Credit Suisse First
Boston (Europe) Limited, are the agent banks and/or lenders under certain of
Tyco US's credit facilities. As lenders under such credit facilities, MGT and
Credit Suisse may receive in excess of 10% of the net proceeds of the Offerings.
See "Use of Proceeds." Accordingly, the Offerings will be conducted in
accordance with Rule 2710(c)(8) of the National Association of Securities
Dealers, Inc.

S-35
<PAGE>
Alternate International

Each International Manager has agreed that (i) it has not offered to sell or
sold, and prior to the expiration of the period of six months after the date of
issue of the Common Shares, will not offer or sell any Common Shares to persons,
in the United Kingdom except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances which
have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995,
(ii) it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 (the "Financial Services Act") with respect to
anything done by it in relation to the Common Shares in, from or otherwise
involving the United Kingdom and (iii) it has only issued or passed on and will
only issue or pass on in the United Kingdom any document received by it in
connection with the issuance of Common Shares to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 of Great Britain or is a person to whom
the documents may otherwise lawfully be issued or passed on.

No action has been or will be taken in any jurisdiction (except in the
United States) that would permit a public offering of the Common Shares, or the
possession, circulation or distribution of the Prospectus Supplement or any
other material relating to the Company or Common Shares in any jurisdiction
where action for that purpose is required. Accordingly, the Common Shares may
not be offered or sold, directly or indirectly, and neither this Prospectus
Supplement nor any other offering material or advertisement in connection with
the Common Shares may be distributed or published, in or from any country or
jurisdiction except in compliance with any applicable rules and regulations of
any such country or jurisdiction.

Purchasers of Common Shares offered hereby may be required to pay stamp
taxes and other charges in accordance with the laws and practice of the country
of purchase in addition to the initial public offering price.

S-36
<PAGE>
Alternate International

VALIDITY OF SHARES

The validity of the Common Shares offered hereby will be passed upon for the
Company by Appleby, Spurling & Kempe, Hamilton, Bermuda, Bermuda counsel of the
Company. Certain other legal matters will be passed upon for the Company by M.
Brian Moroze, Esq., General Counsel of Tyco US, Exeter, New Hampshire, and by
Kramer, Levin, Naftalis & Frankel, 919 Third Avenue, New York, New York 10022,
counsel to the Company. Mr. Moroze owns 47,640 Common Shares. Joshua M. Berman,
a director and Vice President of the Company, is counsel to the law firm of
Kramer, Levin, Naftalis & Frankel and owns 68,000 Common Shares. Certain legal
matters will be passed upon for the Underwriters by Fried, Frank, Harris,
Shriver & Jacobson (a partnership including professional corporations), One New
York Plaza, New York, New York 10004. Fried, Frank, Harris, Shriver & Jacobson
will rely on Appleby, Spurling & Kempe, Hamilton, Bermuda, Bermuda counsel of
the Company, with respect to matters of Bermuda law.

S-37
<PAGE>
Alternate International

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

22,000,000 SHARES

[TYCO LOGO]

COMMON SHARES

---------------------

PROSPECTUS SUPPLEMENT
------------------------

MERRILL LYNCH INTERNATIONAL
CREDIT SUISSE FIRST BOSTON
LEHMAN BROTHERS
J.P. MORGAN SECURITIES LTD.

MARCH 2, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------