<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1999
FILE NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
<TABLE>
<S> <C>
TYCO INTERNATIONAL LTD. TYCO INTERNATIONAL GROUP S.A.
(Exact name of registrant as specified (Exact name of registrant as specified
in its charter) in its charter)
BERMUDA LUXEMBOURG
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization)
NOT APPLICABLE NOT APPLICABLE
(IRS Employer Identification No.) (IRS Employer Identification No.)
THE GIBBONS BUILDING 6, AVENUE EMILE REUTER
10 QUEEN STREET, SUITE 301 2ND FLOOR
HAMILTON HM11, BERMUDA L-2420 LUXEMBOURG
(441) 292-8674 (352) 46 43 40-1
(Address, including zip code, and (Address, including zip code, and
telephone number, including area code, telephone number, including area code,
of registrant principal executive offices) of registrant principal executive offices)
</TABLE>
------------------------------
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)
------------------------------
*The executive offices of Registrants' principal U.S. subsidiary, Tyco
International (US) Inc., are located at One Tyco Park, Exeter, New Hampshire
03833, and its telephone number is (603) 778-9700.
Copies to:
JOSHUA M. BERMAN, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 715-9100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ FILE NOS. 333-50855
AND 333-50855-01
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
Debt Securities................................. $200,000,000(2) 100% $200,000,000 $55,600(4)
Guarantees...................................... (3) (3) (3) (5)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and
exclusive of accrued interest, if any.
(2) The aggregate principal amount of the Debt Securities to be issued may be
increased, if any Debt Securities are issued at an original issue discount,
by an amount such that the net proceeds to be received by Tyco International
Group S.A. shall be equal to the above amount to be registered. Any offering
of Debt Securities denominated other than in U.S. dollars will be treated as
the equivalent in U.S. dollars based on the exchange rate applicable to the
purchase of such Debt Securities from Tyco International Group S.A.
(3) No separate consideration will be received for the Guarantees.
(4) The amount of registration fee, calculated in accordance with Section 6(b)
of the Securities Act of 1933, as amended, and Rule 457(o) promulgated
thereunder, is 0.000278 of the maximum aggregate offering price at which the
Debt Securities registered pursuant to this Registration Statement are
proposed to be offered.
(5) Under Rule 457(n), no fee is payable with respect to the Guarantees.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NOS.
333-50855 AND 333-50855-01
This Registration Statement hereby incorporates by reference in its entirety
the Registrant's Registration Statement on Form S-3 (File Nos. 333-50855 and
333-50855-01) declared effective on May 1, 1998, as amended, including the
documents incorporated or deemed to be incorporated by reference therein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Exeter, State of New Hampshire, on the 7th day of
January, 1999.
<TABLE>
<S> <C> <C>
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
-----------------------------------------
Mark H. Swartz
EXECUTIVE VICE PRESIDENT --
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints L. DENNIS KOZLOWSKI AND MARK H. SWARTZ, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement (including all pre-effective and
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
II-1
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on January 7th,
1999 in the capacities indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S>
Chairman of the Board,
/s/ L. DENNIS KOZLOWSKI President, Chief Executive
- ------------------------------ Officer and Director
L. Dennis Kozlowski (Principal Executive
Officer)
/s/ MICHAEL A. ASHCROFT
- ------------------------------ Director
Michael A. Ashcroft
/s/ JOSHUA M. BERMAN
- ------------------------------ Director
Joshua M. Berman
/s/ RICHARD S. BODMAN
- ------------------------------ Director
Richard S. Bodman
/s/ JOHN F. FORT
- ------------------------------ Director
John F. Fort
/s/ STEPHEN W. FOSS
- ------------------------------ Director
Stephen W. Foss
/s/ RICHARD A. GILLELAND
- ------------------------------ Director
Richard A. Gilleland
/s/ PHILIP M. HAMPTON
- ------------------------------ Director
Philip M. Hampton
/s/ JAMES S. PASMAN, JR.
- ------------------------------ Director
James S. Pasman, Jr.
/s/ W. PETER SLUSSER
- ------------------------------ Director
W. Peter Slusser
Executive Vice President
/s/ MARK H. SWARTZ and
- ------------------------------ Chief Financial Officer
Mark H. Swartz (Principal Financial and
Accounting Officer)
/s/ FRANK E. WALSH, JR.
- ------------------------------ Director
Frank E. Walsh, Jr.
</TABLE>
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Luxembourg, on the 7th day of January, 1999.
<TABLE>
<S> <C> <C>
TYCO INTERNATIONAL GROUP S.A.
By: /s/ RICHARD W. BRANN
-----------------------------------------
Richard W. Brann
MANAGING DIRECTOR
(PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints RICHARD W. BRANN AND MARK H. SWARTZ, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement (including all pre-effective and
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on January 7th,
1999 in the capacities indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S>
/s/ PHILIPPE BEOT
- ------------------------------ Director
Philippe Beot
/s/ RICHARD W. BRANN
- ------------------------------ Managing Director
Richard W. Brann
/s/ ERIK D. LAZAR
- ------------------------------ Managing Director
Erik D. Lazar
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
EXHIBITS
5.1 -- Opinion of Appleby, Spurling & Kempe
5.2 -- Opinion of Beghin Nothar Feider Loeff Claeys Verbeke
5.3 -- Opinion of Kramer Levin Naftalis & Frankel LLP
23.1 -- Consent of PricewaterhouseCoopers
23.2 -- Consent of Deloitte & Touche LLP
23.3 -- Consent of Arthur Andersen LLP
23.4 -- Consent of Appleby, Spurling & Kempe (contained in Exhibit 5.1)
Consent of Beghin Nothar Feider Loeff Claeys Verbeke (contained in Exhibit
23.5 -- 5.2)
23.6 -- Consent of Kramer Levin Naftalis & Frankel LLP (contained in Exhibit 5.3)
24 -- Powers of Attorney (contained in the signature pages hereto)
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF APPLEBY, SPURLING & KEMPE]
MLJ/af/73287.20
7 January, 1999
Tyco International Ltd.
The Gibbons Building
10 Queen Street
Suite 301
Hamilton HM 11
Bermuda
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as Bermuda counsel to Tyco International Ltd., a Bermuda company
("Tyco") in connection with the filing by Tyco and Tyco International Group
S.A., a Luxembourg company (the "Issuer"), with the United States Securities and
Exchange Commission of a Registration Statement on Form S-3 (the "Abbreviated
Registration Statement"), to be filed pursuant to Rule 462(b) under the United
States Securities Act of 1933 (the "Securities Act") incorporating by reference
the registration statement on Form S-3, as amended (Regs. No. 333-50835 and
333-50855-01) (the "Initial Registration Statement"), with respect to the
registration of additional unsecured debt securities of the Issuer (the "Debt
Securities") and the guarantees (the "Guarantees") of the Debt Securities by
Tyco, to be issued as soon as practicable after the Abbreviated Registration
Statement becomes effective, for an aggregate offering price not to exceed
U.S.$200,000,000. The Debt Securities are to be in one or more series pursuant
to an Indenture among the Issuer, Tyco (as Guarantor) and the trustee
thereunder.
This opinion is based upon and confined to the laws of Bermuda presently in
force as currently applied by the Courts of Bermuda. We have made no
investigation of, nor do we express any opinion as to, the laws of any
jurisdiction other than Bermuda.
In order to render this opinion, we have been supplied with and have reviewed
and relied upon the following documents:
(i) a Certificate of Compliance issued by the Registrar of Companies in Bermuda
on 7 January, 1999 in respect of Tyco;
(ii) the Certificate of Incorporation, Memorandum of Association and Bye-laws
of Tyco;
(iii) a copy of the Certificate of Mark A. Belnick, Executive Vice President and
Chief Corporate Counsel of Tyco dated January 7, 1999 as to the
resolutions of the Board of Directors of Tyco passed on December 14, 1998
(collectively the "Board Resolutions");
(iv) a copy of the Abbreviated Registration Statement and the Initial
Registration Statement as amended.
We have also relied upon our searches of documents of public record in relation
to Tyco maintained by the Registrar of Companies in Bermuda made on 7 January,
1999 and of the Causes Book maintained by the Registrar of the Supreme Court
made on the same date (the "Searches"). We have relied, as to factual matters
only, upon such certificates and the representations and warranties made in such
agreements, instruments and other documents.
We have assumed:
(a) that there is no provision of the law, regulation or public policy of any
jurisdiction, other than Bermuda, which might have a material effect on any
of the opinions herein expressed;
(b) that all representations and statements of fact appearing in or incorporated
into the Abbreviated Registration Statement and the Board Resolutions are
true and complete in all material respects;
<PAGE>
(c) that the applicable supplemental indentures to the Indenture dated as of
June 9, 1998 among the Issuer, Tyco and The Bank of New York as Trustee (the
"Indenture") will have been duly executed and delivered by the parties
thereto and any such supplemental indenture will conform to the Indenture
and to applicable law;
(d) that the terms of the Debt Securities will have been approved by the Chief
Executive Officer of Tyco in accordance with and as required by the Board
Resolutions;
(e) the genuineness of all signatures on the documents which we have examined;
(f) the conformity to original documents of all documents produced to us as
copies and the authenticity of all original documents which or copies of
which have been submitted to us;
(g) that the information disclosed by the Searches has not been materially
altered and that the documents examined in connection with the Searches did
not fail to disclose any material information which had been delivered for
filing or registration, but was not disclosed or did not appear on the
public file at the time of the Searches; and
(h) that the Board Resolutions are in full force and effect and have not been
rescinded or altered in any way material to this opinion.
Based upon and subject to the foregoing, and subject to the reservations
mentioned below, we are of the opinion that as at the date hereof:
1. Tyco is a limited liability company validly organized and existing and in
good standing under the laws of Bermuda and has all requisite corporate
power and authority to issue the Guarantees.
2. All necessary action required to be taken by Tyco pursuant to Bermuda law
has been taken by or on behalf of Tyco to authorise the issue by Tyco of the
Guarantees upon the terms of the Indenture as amended or supplemented.
3. No filing with, or authorization, approval, consent, licence, order,
registration, qualification or decree of, any court or governmental
authority or agency in Bermuda is necessary or required to be made or
obtained by Tyco in connection with the issue by Tyco of the Guarantees.
4. There are no taxes, duties, or other charges payable to or chargeable by the
Government of Bermuda, or any authority or agency thereof, in respect of the
issue by Tyco of the Guarantees.
Our reservations are as follows:
(1) We are admitted to practise law in the Islands of Bermuda and we express no
opinion as to any law other than Bermuda law, and none of the opinions
expressed herein relates to compliance with or matters governed by the laws
of any jurisdiction except Bermuda.
(2) Any reference in this opinion to Tyco being in "good standing" shall mean
for the purposes of this opinion that it has been issued with a Certificate
of Compliance by the Registrar of Companies as at the date hereinbefore
mentioned.
We hereby consent to the inclusion of the opinion as an exhibit to the
Abbreviated Registration Statement. We also consent to the reference to our firm
under the caption "Legal Matters" in the Prospectus included as part of the
Initial Registration Statement.
This opinion is to be governed by and construed in accordance with the laws of
Bermuda and shall not give rise to legal proceedings in any jurisdiction other
than Bermuda.
Yours faithfully,
/s/ Appleby Spurling & Kempe
2
<PAGE>
EXHIBIT 5.2
Tyco International Group S.A
6, Avenue Emile Reuter
L-2420 Luxembourg
Luxembourg, January 07, 1998
Dear Sirs,
TYCO INTERNATIONAL GROUP S.A.
(INCORPORATED AS A SOCIETE ANONYME WITH LIMITED LIABILITY UNDER THE LAWS OF THE
GRAND-DUCHY OF LUXEMBOURG)
ISSUE OF U.S.$ 200,000,000 DEBT SECURITIES
UNCONDITIONALLY GUARANTEED BY
TYCO INTERNATIONAL LTD.
We have acted as legal advisers in the Grand-Duchy of Luxembourg
("Luxembourg") to Tyco International Group S.A. (the "Issuer"), a limited
liability company (SOCIETE ANONYME) now organized under the laws of Luxembourg
but formerly a company named "Velum Limited" organized under the laws of
Gibraltar which transferred its registered and principal office to Luxembourg on
March 30, 1998. We are giving this opinion in connection with the filing by Tyco
International Ltd., a Bermuda company ("Tyco") and the Issuer, with the United
States Securities and Exchange Commission of a Registration Statement on Form
S-3 (the "Abbreviated Registration Statement"), with respect to the Issuer's
unsecured debt securities (the "Debt Securities") and the guarantees (the
"Guarantees") of the Debt Securities by Tyco, to be issued as soon as
practicable after the Abbreviated Registration Statement becomes effective
pursuant to Rule 462(b) under the United States Securities Act of 1933, as
amended (the "Securities Act"), for an aggregate offering price not to exceed
U.S.$200,000,000. The Debt Securities are to be in one or more series pursuant
to an Indenture among the Issuer, Tyco (as Guarantor) and the trustee
thereunder.
We have examined copies of the following documents:
(a) the Abbreviated Registration Statement;
(b) the Registration Statement on Form S-3, as amended, bearing File Nos.
333-50855 and 333-50855-01 (the "Initial Registration Statement") which
is incorporated by reference into the Abbreviated Registration Statement;
(b) the minutes of the extraordinary general meeting of shareholders of the
Issuer held in notarial form before the notary Jean-Joseph Wagner on
March 30, 1998;
(c) the restated articles of association of the Issuer in a version, dated
March 30, 1998, published in the Official Gazette (Memorial) C-N DEG. 474
of 29(th) June 1998, an amendment to the articles of association of the
Issuer by way of a notarial deed dated July 6, 1998 and published in the
Official Gazette (Memorial) C-N DEG. 733 of October 10, 1998, and an
amendment to the articles of association of the Issuer by way of a
notarial deed dated October 22, 1998, not yet published, and an amendment
to the articles of association of the Issuer by way of a notarial deed
dated December 4, 1998, not yet published;
(d) an excerpt from the trade and company register at the district court in
Luxembourg;
(e) the minutes of a meeting of the board of directors' of the Issuer dated
January 7, 1998 resolving INTER ALIA the issue of the Debt Securities,
the entry into any and all contractual documents in connection therewith
(the "Agreements") and the filing of the Abbreviated Registration
Statement; and
(f) all other relevant corporate documents of the Issuer and such further
documents and matters of law as we have considered necessary or
appropriate for the rendering of this opinion.
<PAGE>
For the purposes of this opinion, we have assumed with your consent, and we
have not verified independently, the following:
i. the genuineness of all the signatures and documents submitted to us as
originals and the conformity to the originals thereof of all documents
in respect of the Debt Securities submitted to us as copies or
specimens;
ii. the due authorization, execution and delivery of all documents in
respect of the Debt Securities by all the parties thereto (other than
the Issuer), as well as the power, authority and legal right of all the
parties thereto (other than the Issuer) to enter into, execute, deliver
and perform their respective obligations thereunder, and compliance
with all applicable laws and regulations, other than Luxembourg law;
iii. that all authorizations and consents of any country other than
Luxembourg which may be required in connection with the execution,
delivery and performance of the Agreements and other documents,
including the Abbreviated Registration Statement, in respect of the
issue of the Debt Securities have been or will be obtained;
iv. the validity and enforceability of the Agreements and other documents
in respect of the Debt Securities under their governing laws (other
than the laws of Luxembourg);
v. that the articles of association of the Issuer have not been amended
since December 4, 1998;
vi. that the Debt Securities will not be the subject of a public offering
in Luxembourg, unless the relevant requirements of Luxembourg law
concerning public offerings of securities have been fulfilled; and
vii. that there are no provisions of the laws of any jurisdiction outside
Luxembourg which would have any negative impact on the opinions we
express in this legal opinion.
Subject to the assumptions made above and the qualifications set forth
below, we are of the opinion as at the date hereof that:
1. The Issuer is a limited liability company validly organized and existing
under the laws of Luxembourg and has all requisite corporate power and
authority to issue the Debt Securities.
2. All necessary action required to be taken by the Issuer pursuant to the
laws of Luxembourg has been taken by or on behalf of the Issuer and all
the necessary authorizations and approvals of government authorities in
Luxembourg have been duly obtained for the issue by the Issuer of the
Debt Securities.
3. No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental
authority or agency in Luxembourg is necessary or required to be made or
obtained by Tyco or the Issuer in connection with the issue by the Issuer
of the Debt Securities.
4. There are no taxes, duties, or other charges payable to or chargeable by
the Government of Luxembourg, or any authority or agency thereof, in
respect of the issue by the Issuer of the Debt Securities.
The above opinions are subject to the following qualifications:
a) Although this is rarely done in practice, if any or all Agreements or
the Abbreviated Registration Statement were produced in Luxembourg
proceedings or in front of a Luxembourg official authority, the court
could order the registration thereof, in which case an AD VALOREM tax
would be payable at the rate of 0.24 per cent., unless production was
made in an enforceability claim under the provisions of the European
Convention on Jurisdiction and
2
<PAGE>
Enforcement of Judgments in Civil and Commercial Matters signed at
Brussels on 27th September, 1968, as amended.
b) This opinion is limited to matters of Luxembourg law only and we express
no opinion other than with respect to Luxembourg law under the
assumptions and reservations made hereunder.
c) This opinion is as of this date and we undertake no obligation to update
it or advise of changes hereafter occurring. We express no opinion as to
any matters other than those expressly set forth herein, and no opinion
is, or may be, implied or inferred herefrom.
It should be noted that there are always irreconcilable differences between
languages making it impossible to guarantee a totally accurate translation or
interpretation. In particular, there are always some legal concepts which exist
in one jurisdiction and not in another, and in those cases it is bound to be
difficult to provide a completely satisfactory translation or interpretation
because the vocabulary is missing from the language. We accept no responsibility
for omissions or inaccuracies to the extent that any are attributable to such
factors.
This opinion shall be construed in accordance with Luxembourg law and
Luxembourg legal concepts are expressed in English terms and not in their
original French terms. The concepts concerned may not be identical to the
concepts described by the same English terms as they exist under the laws of
other jurisdictions.
This opinion may, therefore, only be relied upon under the express condition
that any issues of interpretation arising thereunder will be governed by
Luxembourg law and be brought before a Luxembourg court. Nothing in this opinion
should be taken as expressing an opinion in respect of any representations or
warranties, or other information, contained in the Prospectus or any other
document examined in connection with the opinion except as expressly confirmed
herein.
We hereby consent to the inclusion of the opinion as an exhibit to the
Abbreviated Registration Statement. We also consent to the reference to our firm
under the caption "Legal Matters" in the Prospectus included as part of the
Initial Registration Statement.
Yours faithfully,
BEGHIN NOTHAR FEIDER
LOEFF CLAEYS VERBEKE
by: /s/ Marc Feider
------------------------------
Marc Feider
3
<PAGE>
EXHIBIT 5.3
[LETTERHEAD OF KRAMER LEVIN NAFTALIS & FRANKEL LLP]
January 7, 1999
Tyco International Ltd.
The Gibbons Building
10 Queen Street, Suite 301
Hamilton HM11 Bermuda
Tyco International Group S.A.
6, avenue Emile Reuter
Second Floor
L--2420 Luxembourg
Ladies and Gentlemen:
We have acted as United States securities counsel for Tyco International
Ltd., a Bermuda company ("Tyco"), and Tyco International Group S.A., a
Luxembourg company (the "Issuer", and together with Tyco, the "Registrants"), in
connection with the Registrants' Registration Statement on Form S-3 (the "Rule
462(b) Registration Statement") filed with the United States Securities and
Exchange Commission (the "Commission") pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of an additional $200,000,000 of the Issuer's unsecured debt securities (the
"Debt Securities") and the guarantees (the "Guarantees") of the Debt Securities
by Tyco, to be issued as soon as practicable after the effectiveness of the
Registration Statement. The Debt Securities are to be in one or more series
pursuant to an Indenture among the Issuer, Tyco (as Guarantor) and the trustee
thereunder (the "Trustee").
We have examined (i) the Registrants' Registration Statement on Form S-3, as
amended (File Nos. 333-50835 and 333-50855-01) (the "Initial Registration
Statement"), which is incorporated by reference into the Rule 462(b)
Registration Statement; (ii) the form of Indenture filed as Exhibit 4.1 to the
Form S-3 (the "Indenture"), pursuant to which Debt Securities will be issued;
(iii) the Rule 462(b) Registration Statement; and (iv) originals, photocopies or
conformed copies of all such records of Tyco, the Issuer and their subsidiaries,
all such agreements and certificates of public officials, and such other
documents as we have deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In addition, we have examined and relied upon the
opinions of Appleby, Spurling & Kempe, Bermuda counsel to Tyco, and Beghin
Nothar Feider Loeff Claeys Verbeke, Luxembourg counsel to the Issuer, of even
date.
In connection with this opinion, we have assumed that (i) a Prospectus
Supplement will have been prepared and filed with the Commission describing the
Debt Securities offered thereby and the Guarantees; (ii) all Debt Securities
will be issued and sold in compliance with applicable United States federal and
state securities laws and in the manner stated in the Initial Registration
Statement and the appropriate Prospectus Supplement; and (iii) the applicable
supplemental indentures will have been duly executed and delivered by the
Issuer, Tyco and the Trustee, and any such supplemental indenture will conform
to the Indenture and to applicable law.
Based upon and subject to the foregoing, we are of the opinion that:
With respect to the Debt Securities, when such Debt Securities have been
duly executed, authenticated, issued and delivered in accordance with the
provisions of the Indenture, the applicable supplemental indentures and the
applicable underwriting agreements, then, upon payment of the consideration
therefor provided for therein, such Debt Securities will be legally issued and
will constitute valid and binding obligations of the Issuer, enforceable against
the Issuer in accordance with their terms, except as such enforcement is subject
to any applicable bankruptcy, insolvency, reorganization or other law relating
to or affecting creditors' rights generally and general principles of equity.
<PAGE>
With respect to the Guarantees, when the Guarantees have been duly executed,
authenticated, issued and delivered by Tyco in accordance with the Indenture,
the applicable supplemental indentures and the applicable underwriting
agreements, such Guarantees will be legally issued and will constitute valid and
binding obligations of Tyco, enforceable against Tyco in accordance with their
terms, except as such enforcement is subject to any applicable bankruptcy,
insolvency, reorganization or other law relating to or affecting creditors'
rights generally and general principles of equity.
Joshua M. Berman, a director and Vice President of Tyco, is counsel to our
firm.
We hereby consent to the filing of this opinion as an exhibit to the Rule
462(b) Registration Statement and to the statements made with respect to us
under the caption "Legal Matters" in the Prospectus included as part of the
Initial Registration Statement.
We call your attention to the fact that we are admitted to practice law only
in the State of New York and, in rendering the foregoing opinion, we do not
express an opinion concerning any laws other than the laws of the State of New
York and the federal laws of the United States of America.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel
LLP
2
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Tyco International Ltd. and Tyco International Group S.A. of our
report dated November 21, 1997, on our audits of the consolidated financial
statements and consolidated financial statement schedule at September 30, 1997
and December 31, 1996, and for the nine months ended September 30, 1997, and the
years ended December 31, 1996 and December 31, 1995, which report is included in
Tyco's Annual Report on Form 10-K for the year ended September 30, 1997, of our
report dated November 21, 1997, except as to the information presented in Note
25(b) for which the date is April 21, 1998, on our audits of the consolidated
financial statements and consolidated financial statement schedule at September
30, 1997 and December 31, 1996 and for the nine months ended September 30, 1997
and the years ended December 31, 1996 and December 31, 1995 which report is
included in Tyco's Current Report on Form 8-K filed April 23, 1998, of our
report dated October 23, 1998, on our audits of the consolidated financial
statements and consolidated financial statement schedule at 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, which report is
included in Tyco's Annual Report on Form 10-K for the year ended September 30,
1998, and of our report dated November 23, 1998, on our audits of the
combination of the historical consolidated financial statements and consolidated
financial statement schedule of Tyco International Ltd. and United States
Surgical Corporation after restatement for the pooling of interests as described
in Note 1 to the supplemental consolidated financial statements, which report is
included in Tyco's Current Report on Form 8-K filed December 10, 1998. We also
consent to the reference to the firm under the caption "Experts."
PricewaterhouseCoopers
Hamilton, Bermuda
January 7, 1999
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Tyco International Ltd. and Tyco International Group S.A. of our
report dated September 30, 1998 (relating to the consolidated balance sheet of
United States Surgical Corporation and its subsidiaries as of September 30,
1997, and the consolidated statements of operations, changes in stockholders'
equity and cash flows for the nine month period ended September 30, 1997, the
twelve month period ended December 31, 1996 and the related financial statement
schedule for the nine month period ended September 30, 1997 and the twelve month
period ended December 31, 1996), which report is included in Tyco International
Ltd.'s Current Report on Form 8-K filed December 10, 1998.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
January 7, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of Tyco International Ltd.
and Tyco International Group S.A. of our report dated January 31, 1997 on our
audit of the consolidated statements of income, changes in shareholders'
investment and cash flows of Keystone International, Inc. and subsidiaries for
the year ended December 31, 1996, included in the Tyco International Ltd. Annual
Report on Form 10-K for the year ended September 30, 1998 and the Tyco
International Ltd. Current Report on Form 8-K filed December 10, 1998, our
report dated January 31, 1997 on our audits of the consolidated financial
statements of Keystone International, Inc. and subsidiaries, as of December 31,
1996 and for each of the two years in the period then ended included in the Tyco
International Ltd. Transition Report on Form 10-K for the year ended September
30, 1997, and to all references to our Firm included in this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
January 7, 1999
