As filed with the Securities and Exchange Commission on November 8, 1999
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-33779
Supplement dated November 8, 1999
to Prospectus dated August 22, 1997
2,342
TYCO INTERNATIONAL LTD.
COMMON SHARES
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This prospectus supplement relates to an aggregate of 2,342 common
shares, nominal value US$0.20 per share of Tyco International Ltd., a Bermuda
company, offered by a certain shareholder of Tyco.
You should read this prospectus supplement in conjunction with Tyco's
prospectus dated August 22, 1997.
Tyco common shares are listed on the New York Stock Exchange and the
Bermuda Stock Exchange under the symbol TYC and on the London Stock Exchange
under the symbol TYI. On November 5, 1999, the last sale price of the common
shares, as reported on the New York Stock Exchange, was $39.1875.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the shares or determined if this
document is truthful or complete. Any representation to the contrary is a
criminal offense.
Shares may be offered by the selling shareholder from time to time in
one or more transactions through ordinary brokerage transactions on the New York
Stock Exchange, in the over-the-counter market, in privately negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at
prices otherwise negotiated. Tyco will not receive any of the proceeds from the
sale by the selling shareholder.
Tyco has agreed to indemnify the selling shareholder against certain
liabilities, including liabilities under the Securities Act of 1933.
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The date of this supplement is November 8, 1999
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No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
prospectus supplement or the prospectus, and, if given or made, such information
or representations must not be relied upon as having been authorized by Tyco or
the selling shareholder. This prospectus supplement and the prospectus do not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the securities described in this prospectus supplement or an offer to
sell or a solicitation of an offer to buy such securities in any circumstances
in which such offer or solicitation is unlawful. Neither the delivery of this
prospectus supplement or the prospectus, nor any sale made hereunder and
thereunder shall, under any circumstance, create any implication that there has
been no change in the affairs of Tyco since the date hereof or that information
contained or incorporated by reference herein or therein is correct as of any
time subsequent to the date of such information.
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Selling Shareholder
The shares offered by the selling shareholder were issued upon exercise
of A Warrants and B Warrants to acquire Tyco common shares. For a discussion of
these warrants, see "Selling Shareholders--The Kendall Selling Securityholders"
in the prospectus.
The following table sets forth the name of the selling shareholder, the
number of Tyco common shares beneficially owned by the selling shareholder as of
the date of this prospectus supplement and the number of Tyco common shares
offered hereby.
Common Shares Common Shares
Beneficially Owned Offered Hereby
Name of Shareholder
Westhrift Life Insurance 2,342 2,342(1)
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(1) Shares acquired upon the exercise of A Warrants to acquire 1,130 shares
and B Warrants to acquire 1,212 shares.
Current Developments
Acquisition of Raychem Corporation
On August 12, 1999, Tyco consummated its acquisition of Raychem
Corporation. In the transaction, a subsidiary of Tyco paid approximately $1.45
billion in cash and delivered approximately 32.4 million Tyco common shares to
Raychem stockholders and assumed approximately $590 million of Raychem debt.
Raychem, with fiscal 1998 revenues of $1.8 billion, is a leading international
designer, manufacturer and distributor of high-performance electronics products
for OEM businesses, and for a broad range of specialized telecommunications,
energy and industrial applications, and will be integrated within Tyco's
Telecommunications and Electronics group (formerly the Electrical and Electronic
Components group). Tyco has accounted for the acquisition as a purchase.
Disposition of Assets
On August 17, 1999, Tyco announced the completion of the sale of
certain businesses within its Flow Control Products division, including The
Mueller Company and Grinnell Supply Sales and Manufacturing, for approximately
$810 million in cash.
Private Sale of Notes
In August 1999, a subsidiary of Tyco consummated the private sale of
$500 million aggregate principal amount of its floating rate notes due
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2000, $500 million aggregate principal amount of its floating rate notes due
2001, $1 billion aggregate principal amount of 6 7/8% notes due 2002 and (Y)10
billion (approximately $89.7 million) aggregate principal amount of 0.57% notes
due 2000. The net proceeds of approximately $2.08 billion were used to repay a
portion of the borrowings under the $3.90 billion commercial paper program of
the issuing subsidiary.
Pending Acquisition of AFC Cable Systems, Inc.
On August 31, 1999, Tyco announced that a subsidiary had entered into a
merger agreement to acquire AFC Cable Systems, Inc., a manufacturer of prewired
armor cable. The merger agreement provides that AFC Cable stockholders will
receive a fraction of a Tyco share valued at $45.00 per share for each share of
AFC Cable. The value of a Tyco share for these purposes will be an average of
the daily volume weighted average of the per share selling prices on the New
York Stock Exchange of Tyco common shares over the five consecutive trading days
ending on November 16, 1999, the fourth trading day before the AFC Cable
stockholders meeting. If the average share price is less than $45.59, the merger
agreement may be terminated under certain circumstances. The closing price of
Tyco common shares on the New York Stock Exchange on the date of this document
was less than $45.59. The transaction is contingent upon customary regulatory
review and approval by AFC Cable stockholders. A meeting of AFC Cable
stockholders to vote on the transaction is scheduled to be held on November 22,
1999.
Pending Acquisition of Siemens EC
On September 28, 1999, Tyco announced that it had entered into a
definitive agreement to acquire Siemens Electromechanical Components GmbH & Co.
KG from Siemens AG for approximately $1.1 billion in cash. Siemens EC, with
annual sales of approximately $900 million, is the world market leader for
relays and one of the world's leading providers of components to the
communications, automotive, consumer and general industry sectors. Consummation
of the transaction is subject to regulatory approval.
Legal Matters
The validity of the Tyco common shares offered hereby has been passed
upon for Tyco by Appleby, Spurling & Kempe.
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