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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-83087
PROSPECTUS
[LOGO]
4,719,201 COMMON SHARES
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This prospectus relates to the public offering and sale of 4,719,201 common
shares of Tyco International Ltd. by the shareholders who are listed on page 3
of this document. Tyco will not receive any of the proceeds from the sale of the
shares offered by the selling shareholders.
The selling shareholders will pay the expenses of this registration and any
brokerage commissions, discounts and fees. A selling shareholder's net proceeds
from its sale of shares will be the sales price of the shares sold, less
expenses. The offering of the shares will not be underwritten.
Tyco's common shares are traded on the New York Stock Exchange and on the
Bermuda Stock Exchange under the symbol "TYC" and on the London Stock Exchange
under the symbol "TYI". On July 15, 1999, the closing price for Tyco common
shares, as reported on the New York Stock Exchange, was $99.9375 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS DOCUMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
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The date of this prospectus is July 22, 1999.
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WHERE YOU CAN FIND MORE INFORMATION
Tyco files annual, quarterly and current reports, proxy statements and other
information with the SEC. Tyco's filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any reports, statements or other information Tyco files with the SEC at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms.
The SEC allows Tyco to "incorporate by reference" information into this
document, which means that Tyco can disclose important information to you by
referring you to other documents filed separately with the SEC. These
incorporated documents contain important business and financial information
about Tyco that is not included in or delivered with this document. The
information incorporated by reference is considered to be part of this document,
except for any information superseded by information in this document. This
document incorporates by reference the documents listed below that Tyco has
previously filed with the SEC and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act
of 1934 prior to the end of the offering of common shares under this document.
1. Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended
September 30, 1998, except for Part II Items 6, 7, 7A and 8.
2. Quarterly Reports on Form 10-Q for the fiscal quarters ended December
31, 1998 and March 31, 1999.
3. Current Reports on Form 8-K and Form 8-K/A filed on May 13, 1998,
December 10, 1998, December 11, 1998, April 15, 1999, June 3, 1999 and
July 21, 1999.
4. The description of Tyco's common shares set forth in Tyco's Registration
Statement on Form 8-A/A filed on March 1, 1999.
You may request a copy of these filings at no cost, by writing or calling
Tyco at the following address and telephone number:
Tyco International Ltd.
The Gibbons Building
10 Queen Street, Suite 301
Hamilton HM11, Bermuda
(441) 292-8674
Exhibits to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this document.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT. TYCO HAS NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. THE SELLING SHAREHOLDERS WILL NOT MAKE AN OFFER OF
THE COMMON SHARES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THIS DOCUMENT.
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TABLE OF CONTENTS
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PAGE
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<S> <C>
Where You Can Find More Information....................................... i
The Company............................................................... 2
Current Developments...................................................... 2
Use of Proceeds........................................................... 2
Selling Shareholders...................................................... 3
Plan of Distribution...................................................... 4
Legal Matters............................................................. 4
Experts................................................................... 4
</TABLE>
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THE COMPANY
Tyco is a diversified manufacturing and service company that, through its
subsidiaries:
- designs, manufactures and distributes electrical and electronic components
and designs, manufactures, installs and services undersea fiber optic
cable communication systems;
- designs, manufactures and distributes disposable medical supplies and
other specialty products, and conducts vehicle auctions and related
services;
- designs, manufactures, installs and services fire detection and
suppression systems and installs, monitors and maintains electronic
security systems; and
- designs, manufactures and distributes flow control products.
Tyco operates in more than 80 countries around the world and has expected
fiscal 1999 revenues in excess of $22 billion.
On April 2, 1999, Tyco acquired AMP Incorporated, which designs,
manufacturers and markets a broad range of electronic, electrical and
electro-optic connection devices, and associated application tools and machines.
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.
Tyco is a Bermuda company whose registered and principal executive offices
are located at The Gibbons Building, 10 Queen Street, Suite 301, Hamilton HM 11,
Bermuda. Its telephone number is (441) 292-8674. The executive offices of Tyco's
principal United States subsidiary, Tyco International (US) Inc., are located at
One Tyco Park, Exeter, New Hampshire 03833. Its telephone number is (603)
778-9700.
CURRENT DEVELOPMENTS
On May 19, 1999, Tyco entered into a definitive merger agreement for the
acquisition of Raychem Corporation in a cash and stock transaction valued at
approximated $2.87 billion. Raychem, with annual revenues of approximately $1.8
billion, designs, manufactures and distributes electronic components. In the
aggregate, based upon the number of shares of Raychem common stock outstanding
on July 7, 1999, a subsidiary of Tyco will pay approximately $1.44 billion in
cash and issue approximately 16.1 million Tyco common shares for delivery to the
Raychem stockholders. Individual Raychem stockholders will have the right to
elect to receive cash or Tyco common shares, subject to certain limitations. The
consummation of the transaction is contingent upon customary regulatory review,
approval by the Raychem stockholders and certain other conditions. The special
meeting of Raychem stockholders is scheduled to be held on Thursday, August 12,
1999. Raychem is subject to the informational requirements of the Exchange Act
and in accordance therewith, files reports, proxy statements and other
information with the SEC.
USE OF PROCEEDS
All net proceeds from the sale of the common shares offered hereby will go
to the selling shareholders. Tyco will not receive any of the proceeds from the
sale of the common shares by the selling shareholders.
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SELLING SHAREHOLDERS
The selling shareholders are: (i) the Kozlowski Family Partnership L.P., a
limited partnership in which L. Dennis Kozlowski, the President, Chief Executive
Officer and Chairman of the Board of Tyco, controls all general partnership
interests and in which he and his family members directly and indirectly own all
the limited partnership interest; and (ii) the KMS Family Partnership L.P., a
limited partnership in which Mark H. Swartz, Executive Vice President and Chief
Financial Officer of Tyco, controls all general partnership interests and in
which he and his family members directly and indirectly own all the limited
partnership interest.
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COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE COMMON SHARES OWNED AFTER THE
NAME OF SHAREHOLDER OFFERING(1) OFFERED HEREBY(2) OFFERING
- --------------------------------------------------------- ------------------ ----------------- ---------------
<S> <C> <C> <C>
The Kozlowski Family Partnership L.P..................... 3,676,200 3,176,200 500,000
KMS Family Partnership L.P............................... 1,658,001 1,543,001 115,000
Total.................................................. 5,334,201 4,719,201 615,000
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(1) Such amounts do not include shares beneficially owned by L. Dennis Kozlowski
and Mark H. Swartz in which the Kozlowski Family Partnership L.P. and the
KMS Family Partnership L.P., respectively, have no interest.
(2) Such shares were issued upon the exercise of stock options issued to Messrs.
Kozlowski and Swartz that were transferred by them to the Kozlowski Family
Partnership L.P. and the KMS Family Partnership L.P., respectively. The
range of exercise prices for such options is $38.3125 to $89.25.
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PLAN OF DISTRIBUTION
The common shares may be sold from time to time by the selling shareholders
or by pledgees or donees of the selling shareholders. Such sales may be made on
the New York Stock Exchange or other exchanges or in the over-the-counter
market, or otherwise, at prices and on terms then prevailing or at prices
related to the then current market price, or in negotiated transactions at
negotiated prices. The manner in which sales of common shares can be made
include:
- ordinary brokerage transactions;
- transactions in which a broker solicits purchasers;
- block trades;
- purchases by a broker or dealer as principal and resale by such broker
dealer for its account;
- put or call option transactions relating to the common shares; or
- transactions directly between seller and purchaser without a
broker-dealer.
Common shares that qualify for sale in accordance with Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this document.
Brokers or dealers involved in the sale may receive commissions or discounts
in connection with such sale in amounts to be negotiated. A broker or dealer
that acts as agent for a purchaser of common shares would be paid by the
purchaser. The selling shareholders and any broker-dealers who act in connection
with the sale of the common shares that are offered by this document may be
deemed underwriters for purposes of the Securities Act. Any commissions
broker-dealers receive and profits they make on resale might be deemed
underwriting discounts and commissions.
The selling shareholders have engaged Merrill Lynch, Pierce, Fenner & Smith
Incorporated, a registered broker-dealer, as a non-exclusive agent for the sale
of the common shares and have agreed to indemnify Merrill Lynch against certain
liabilities including certain liabilities under the United States securities
laws.
The selling shareholders will pay all expenses of registration of the common
shares offered hereby, including commissions, discounts and fees of brokers,
dealers or agents.
LEGAL MATTERS
Certain legal matters in connection with the Tyco common shares offered
hereby have been passed upon for Tyco by Appleby, Spurling & Kempe, Hamilton,
Bermuda, Bermuda counsel to Tyco. Michael L. Jones, Secretary of Tyco, is a
partner of Appleby, Spurling & Kempe.
EXPERTS
The historical consolidated financial statements of Tyco as of September 30,
1998 and 1997 and for the year ended September 30, 1998, the nine months ended
September 30, 1997 and the year ended December 31, 1996 included in Tyco's
Current Report on Form 8-K filed on December 10, 1998 and incorporated by
reference in this document give retroactive effect to the merger between Tyco
and United States Surgical Corporation and have been audited by
PricewaterhouseCoopers, independent accountants, as set forth in their report
included therein. In its report, that firm states that with respect to certain
subsidiaries its opinion is based upon the reports of other independent
accountants, namely Arthur Andersen LLP (Houston) and Deloitte & Touche LLP. The
historical consolidated financial statements referred to above have been
incorporated herein in reliance upon said reports given upon the authority of
such firms as experts in accounting and auditing.
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The combined financial statements of The Sherwood-Davis & Geck Group as of
and for the year ended December 31, 1997 included in Tyco's Current Report on
Form 8-K/A filed on May 13, 1998 and incorporated by reference in this document
have been audited by Arthur Andersen LLP, independent public accountants, as set
forth in their report included therein, and have been so incorporated in
reliance upon the report of said firm given upon the authority of said firm as
experts in accounting and auditing.
The supplemental consolidated financial statements of Tyco as of September
30, 1998 and 1997 and for the year ended September 30, 1998, the nine months
ended September 30, 1997 and the year ended December 31, 1996 included in Tyco's
Current Report on Form 8-K filed on June 3, 1999 and incorporated by reference
in this document give retroactive effect to the merger between Tyco and AMP and
have been audited by PricewaterhouseCoopers, independent accountants, as set
forth in their report included therein. In its report, that firm states that
with respect to certain subsidiaries its opinion is based upon the reports of
other independent accountants, namely Arthur Andersen LLP (Philadelphia),
Deloitte & Touche LLP and Arthur Andersen LLP (Houston). The supplemental
consolidated financial statements referred to above have been incorporated
herein in reliance upon said reports given upon the authority of such firms as
experts in accounting and auditing. Upon publication of Tyco's consolidated
financial statements for a period which includes April 2, 1999, the date of the
consummation of the AMP merger, the supplemental consolidated financial
statements will become the historical financial statements of Tyco.
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TYCO INTERNATIONAL LTD.
4,719,201 COMMON SHARES
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PROSPECTUS
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JULY 22, 1999
