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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
(Final)
to
Schedule 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
and
Amendment No. 1
to Schedule 13D
Praegitzer Industries, Inc.
(Name of Subject Company)
Tyco International Ltd.
Sigma Circuits, Inc.
T Merger Sub (OR), Inc.
(Bidders)
Common Stock
(Title of class of securities)
739422103
(CUSIP number of class of securities)
Mark H. Swartz, Executive Vice President
c/o Tyco International (US) Inc.
One Tyco Park
Exeter, New Hampshire 03833
(603) 778-9700
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of Bidders)
with a copy to:
Joshua M. Berman, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
Telephone: (212) 715-9100
Page 1 of 7 pages
Exhibit Index is located on page 6
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T Merger Sub (OR), Inc., an Oregon corporation (the "Purchaser") and a
wholly owned subsidiary of Sigma Circuits, Inc. ("Sigma"), a Delaware
corporation and an indirect subsidiary of Tyco International Ltd., a Bermuda
company ("Tyco"), Sigma and Tyco hereby amend their Tender Offer Statement on
Schedule 14D-1 dated November 1, 1999 (the "Schedule 14D-1") and their Schedule
13D dated November 5, 1999, each relating to the Purchaser's offer to purchase
all the outstanding shares of Common Stock (the "Shares"), of Praegitzer
Industries, Inc., an Oregon corporation (the "Company"). Unless otherwise
defined herein, capitalized terms used herein shall have the meanings set forth
in the Schedule 14D-1.
Item 10. Additional Information.
Item 10(f) is hereby amended to add the following:
"The Offer of the Purchaser to purchase all outstanding Shares of the
Company expired at 12:00 midnight, New York City time, on Tuesday, November 30,
1999. The tendered Shares were accepted by the Purchaser for payment, subject to
the terms of the Offer. Tyco issued a press release on December 1, 1999, in
which it disclosed that the Depositary had informed it that an aggregate of
12,637,632 (including Shares subject to guaranteed delivery procedures),
representing approximately 96.25% of all the outstanding Shares, were tendered
and not withdrawn prior to the Expiration Date."
Item 11. Material To Be Filed as Exhibits.
(a)(10) Press release, issued December 1, 1999.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 1, 1999
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
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Name: Mark H. Swartz
Title: Executive Vice President
and Chief Financial Officer
3
<PAGE>
SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 1, 1999
Sigma Circuits, Inc.
By: /s/ Jeffrey D. Mattfolk
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Name: Jeffrey D. Mattfolk
Title: Vice President
4
<PAGE>
SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 1, 1999
T Merger Sub (OR), Inc.
By: /s/ Jeffrey D. Mattfolk
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Name: Jeffrey D. Mattfolk
Title: Vice President
5
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
(a)(10) Press release issued on December 1, 1999 6
6
Exhibit (a)(10)
FOR IMMEDIATE RELEASE CONTACT:
J. Brad McGee
Senior Vice President
Tyco International (US) Inc.
(603) 778-9700
TYCO INTERNATIONAL COMPLETES TENDER OFFER FOR
PRAEGITZER INDUSTRIES, INC.
Hamilton, Bermuda, December 1, 1999 -- Tyco International Ltd.
(NYSE-TYC, LSE-TYI) announced today that it has completed its $5.50 per share
cash tender offer for all outstanding common shares of Praegitzer Industries,
Inc. (NASDAQ-PGTZ) ("Praegitzer"). The offer expired by its terms at 12:00
midnight, New York City time, on November 30, 1999.
According to ChaseMellon Shareholder Services, L.L.C., the depositary,
12,637,632 common shares, representing approximately 96.25% of the outstanding
common shares of Praegitzer, were tendered by shareholders (including shares
subject to guaranteed delivery) prior to the offer's expiration.
Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer and servicer of electrical and
electronic components and undersea telecommunications systems, the world's
largest manufacturer, installer and provider of fire protection systems and of
electronic security services, has strong leadership positions in disposable
medical products, plastics, and adhesives, and is the largest manufacturer of
flow control valves. The Company operates in more than 80 countries around the
world and has expected fiscal 2000 revenues in excess of $25 billion.
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