SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
AMENDMENT NO. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TYCO INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
Bermuda None
(State of Incorporation or (I.R.S. Employer
Organization) Identification no.)
The Gibbons Building
10 Queen Street, Suite 301
Hamilton HM 11 Bermuda
(441) 292-8674*
(Address, including zip code, and telephone number,
including area code of registrant's
principal executive offices)
Mark H. Swartz
c/o Tyco International (US) Inc.
One Tyco Park
Exeter, New Hampshire 03833
(603) 778-9700
(Name, address, including zip code, and telephone number, including
area code of agent for service)
*Tyco International Ltd. maintains its registered and principal executive
offices at The Gibbons Building, 10 Queen Street, Suite 301, Hamilton HM 11
Bermuda. The executive offices of Tyco'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.
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General Instruction effective simultaneously with
A(c)(1), please check the following the effectiveness of a concurrent
box. |_| registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2),
please check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Series A Preference Share Purchase Rights
-----------------------------------------
(Title of each class to be registered)
New York Stock Exchange
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(Name of each exchange on which each class is to be registered)
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
Description of Registrant's Securities to be Registered
The "Description of Registrant's Securities to be Registered" in the
original Form 8-A and Amendment No. 2 dated July 2, 1997 is hereby incorporated
by reference herein.
Pursuant to action by the Board of Directors of the Registrant and as
permitted by Section 26 of the Rights Agreement between the Registrant and
Citibank, N.A., dated as of November 6, 1996, the Registrant has amended such
agreement to accelerate the final expiration date of the rights under the
agreement from November 14, 2005 to September 30, 1999.
<PAGE>
Exhibits
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4.6 Third Amendment between Registrant and Citibank, N.A., dated as of
September 10, 1999 to Rights Agreement between Registrant and
Citibank, N.A. dated as of November 6, 1996
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized
September 10, 1999
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
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Mark H. Swartz
Executive Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Exhibit 4.6
THIRD AMENDMENT
to
RIGHTS AGREEMENT
THIRD AMENDMENT dated as of September 10, 1999 ("this Amendment") between
Tyco International Ltd., a Bermuda company limited by shares (the "Company") and
Citibank, N.A., New York branch, a national banking association organized under
the laws of the United States of America acting solely through its branch
located at 111 Wall Street, New York, NY 10043 (the "Rights Agent").
WHEREAS, the above-mentioned parties have previously entered into that
certain Rights Agreement dated as of November 6, 1996, as amended (the
"Agreement");
WHEREAS, such parties wish to amend the Agreement in the manner set forth
below.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Agreement, and each reference in the
Agreement to "this Agreement", "hereof", "herein", "hereunder" or "hereby" and
each other similar reference shall be deemed to refer to the Agreement as
amended hereby. All references to the Agreement in any other agreement between
or among any of the parties hereto relating to the transactions contemplated by
the Agreement shall be deemed to refer to the Agreement as amended hereby.
2. The definition of "Final Expiration Date" in Section 1 is hereby
replaced in its entirety with the following:
"Final Expiration Date" means the close of business on September 30,
1999.
3. This Amendment shall be governed by and construed in accordance with the
laws of Bermuda.
4. This Amendment may be signed in any number of counterparts, each of
which shall be deemed an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
5. Except as expressly amended hereby, the Agreement shall remain in full
force and effect.
<PAGE>
IN WITNESS WHEREOF, this Amendment has been duly executed as a deed by the
respective authorized officers of the parties hereto, in each case as of the
date and year first above written.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
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Name: Mark H. Swartz
Title: Executive Vice President &
Chief Financial Officer
CITIBANK, N.A.
By: /s/ Emi Mak
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Name: Emi Mak
Title: Vice President
111 Wall Street
New York, NY 10043
