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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 2, 1999
0-16979
(Commission File Number)
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TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Bermuda Not applicable
(State of Incorporation) (IRS Employer Identification Number)
The Gibbons Building, 10 Queen Street, Suite 301, Hamilton, HM11, Bermuda
(Address of registrant's principal executive office)
441-292-8674*
(Registrant's telephone number)
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*The executive offices of Registrant's principal United States subsidiary, Tyco
International (US) Inc., are located at One Tyco Park, Exeter, New Hampshire
03833. The telephone number there is (603) 778-9700.
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ITEM 2. Acquisition of Assets
On April 2, 1999, Tyco International (PA) Inc. ("Tyco (PA)"), a
Pennsylvania corporation and a wholly-owned subsidiary of Tyco International Ltd
("Tyco"), a Bermuda company, consummated the merger of AMP Acquisition Corp., a
wholly-owned subsidiary of Tyco (PA) with and into AMP Incorporated ("AMP"), in
accordance with the Agreement and Plan of Merger (the "Merger Agreement") dated
as of November 22, 1998 among Tyco (PA), AMP Acquisition Corp. and AMP. As a
result of the merger, each share of AMP common stock outstanding as of April 2,
1999 was converted into the right to receive 0.7507 of a Tyco common share and
cash in lieu of fractional shares, in accordance with the terms of the Merger
Agreement.
The press release dated April 5, 1999 of Tyco announcing the
consummation of the merger is filed as an Exhibit to this Current Report of Form
8-K.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit Number Title
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99 Press Release dated April 5, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
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Mark H. Swartz
Executive Vice President and
Chief Financial Officer
Date: April 15, 1999
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Exhibit Index
Exhibit Number Title Page
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99 Press Release dated April 5, 1999.
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Exhibit 99
FOR IMMEDIATE RELEASE CONTACT:
J. Brad McGee
Tyco International (US) Inc.
Senior Vice President
(603) 778-9700
TYCO ACQUIRES AMP INCORPORATED
JUERGEN GROMER NAMED PRESIDENT OF AMP
Hamilton, Bermuda, April 5, 1999 - Tyco International Ltd. (NYSE-TYC,
LSE-TYI, BSX-TYC) (Tyco), a diversified manufacturing and service company,
announced today that it completed the merger with AMP Incorporated (NYSE: AMP)
(AMP) on April 2.
AMP, with annual revenues of approximately $5.5 billion, designs,
manufactures and markets a broad range of electronic, electrical, wireless and
electro-optic connection devices and an expanding number of interconnection
systems and connector-intensive assemblies. AMP's products have potential uses
wherever an electronic, electrical, computer or telecommunications system is
involved, and are becoming increasingly critical to the performance of these
systems as voice, data, and video communications converge. The leader in its
markets, AMP sells into the consumer and industrial, communications, automotive
and personal computer markets.
"This acquisition presents very attractive strategic opportunities for
Tyco and an immediate positive impact to our bottom line," said L. Dennis
Kozlowski, Tyco's Chairman and Chief Executive Officer. "Our goals are to make
AMP the lowest-cost, most flexible and customer-focused manufacturer in the
electronic and electrical components sector, providing significant revenue
growth opportunities for the company. We expect to see significant margin
improvement, double digit earnings growth and strong cash flows for the
foreseeable future."
Juergen Gromer, AMP's Corporate Vice President/Senior Vice President of
Worldwide Sales and Services has been named President of AMP. Mr. Gromer, a
16-year veteran of AMP, will be responsible for AMP's worldwide businesses. Ed
Federman, Tyco's Senior Vice President and Corporate Controller, has been
promoted to the positions of AMP's Executive Vice President, as well as Chief
Financial Officer. Mr. Federman, who has been with Tyco for 16 years, will be
responsible for all financial and administrative aspects of AMP's worldwide
operations, and will also be directly involved with AMP's integration into Tyco.
Mr. Kozlowski said, "Juergen and Ed are a very strong team with
complementary experience and skills. Juergen has extensive knowledge of AMP's
products, extensive sales and
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marketing experience and a relentless commitment to customer issues. Ed brings
significant financial and operating experience gained from a variety of
positions of increasing responsibility from throughout Tyco's worldwide
operations. I am confident that together they bring the skills necessary to
increase AMP's revenue and profitability and create many growth opportunities
for the AMP organization."
Pursuant to the merger agreement, shareholders of AMP receive 0.7507
shares of Tyco for each share of AMP. As a result, a total of approximately 164
million shares will be issued by Tyco. At the close of business on April 1,
1999, the price of Tyco was $71.875 per share.
Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer, installer, and provider of fire
protection systems and electronic security services, the largest manufacturer
and servicer of electrical and electronic components and underwater
telecommunications systems, the largest manufacturer of flow control valves, and
has strong leadership positions in disposable medical products and plastics and
adhesives. The Company operates in more than 80 countries around the world and
has expected fiscal 1999 revenues in excess of $22 billion.
FORWARD LOOKING INFORMATION
Certain statements in this release 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 regulation; changes in tax requirements (including tax
rate changes, new tax laws and revised tax law interpretations); interest rate
fluctuations and other capital market conditions, including foreign currency
rate fluctuations; economic and political conditions in international markets,
including governmental changes and restrictions on the ability to transfer
capital across borders; the ability to achieve anticipated synergies and other
cost savings in connection with acquisitions; the timing, impact and other
uncertainties of future acquisitions; and the Company's ability and its
customers' and suppliers' ability to replace, modify or upgrade computer
programs in order to adequately address the year 2000 issue.
