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) September 10, 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
(Jurisdiction of Incorporation) (IRS Employer
Identification Number)
The Gibbons Building, 10 Queen Street, Suite 301, Hamilton HM 11, 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.
<PAGE>
ITEM 5. Other Events
On April 1, 1999, the shareholders of Tyco approved an increase in the
number of the authorized common shares from 1,503,750,000 to 2,500,000,000.
Accordingly, Tyco amended the related Schedule attached to its Bye-Laws
reflecting such increase.
Pursuant to action by the Board of Directors of Tyco International Ltd
and as permitted by Section 26 of its Rights Agreement with Citibank, N.A. dated
November 6, 1996, on September 10, 1999 Tyco amended such Agreement to
accelerate the final expiration date of the rights under the Agreement from
November 14, 2005 to September 30, 1999. The Amendment to the Rights Agreement
is attached as an exhibit hereto.
(c) Exhibits.
Exhibit Number Title
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3.5 Schedule to the Bye-Laws of Tyco International Ltd. (the
complete text of the Bye-Laws was previously filed as an
Exhibit to the Registrant's Form S-3 filed on April 23,
1998)
4.6 Third Amendment between Tyco International Ltd. and
Citibank, N.A., dated as of September 10, 1999 to Rights
Agreement between Tyco International Ltd. and Citibank,
N.A. dated as of November 6, 1996 (previously filed as an
Exhibit to Registrant's Form 8-A/A dated September 10,
1999)
<PAGE>
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
(Principal Financial and Accounting
Officer)
Date: September 14, 1999
<PAGE>
Exhibit Index
Exhibit Number Title
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3.5 Schedule to the Bye-Laws of Tyco International Ltd. (the
complete text of the Bye-Laws was previously filed as an
Exhibit to the Registrant's Form S-3 filed on April 23,
1998)
4.6 Third Amendment between Tyco International Ltd. and
Citibank, N.A., dated as of September 10, 1999 to Rights
Agreement between Tyco International Ltd. and Citibank,
N.A. dated as of November 6, 1996 (previously filed as an
Exhibit to Registrant's Form 8-A/A dated September 10,
1999)
Exhibit 3.5
SCHEDULE
(1) The authorised share capital of the Company is U.S.$625,000,000 divided
into 2,500,000,000 Common Shares of the nominal value of U.S.$0.20 each
("Common Shares") and 125,000,000 Preference Shares of nominal value of
U.S.$1 each (the "Preference Shares")
(2) The rights attaching to the Preference Shares shall be as follows:
(i) Each Preference Share shall have attached to it such
preferred, qualified or other rights and be subject to such
restrictions whether in regard to dividend, return of capital,
redemption, conversion into Common Shares or voting or
otherwise as the Directors may determine on or before its
allotment.
(ii) The Directors may allot the Preference Shares in more than one
series and, if they do so, may designate each series in such
manner as they deem appropriate to reflect the particular
rights and restrictions attached to that series, which may
differ in all or any respects from any other series of
Preference Shares.
(iii) The particular rights and restrictions attached to any
Preference Share shall be recorded in a resolution of the
Directors. The Directors may at any time before the allotment
of any Preference Share by further resolution in any way amend
such rights and restrictions or vary or revoke its
designation. A copy of any such resolution or amending
resolution for the time being in force shall be annexed as an
appendix to (but shall not form part of) these Bye-Laws.
(iv) A Preference Share shall not have attached to it any right or
restriction which is inconsistent with the special rights and
privileges attached to any other class of preference share for
the time being in issue.
(3) For the avoidance of doubt, the provisions of the Bye-Laws shall have
effect subject to the provisions of this Schedule and to such rights
and restrictions as may be attached to any of the Preference Shares.
(4) Any resolution of the Directors designating the rights attaching to any
Preference Shares which is in effect at the date on which the
provisions of this Schedule become effective shall be deemed to have
been made pursuant to paragraph (2) of this Schedule(5).
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(5) This Schedule was substituted for the previous version on 27th March,
1998 and amended on 1st April, 1999.
