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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) August 12, 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
(State of Incorporation) (IRS Employer
Identification Number)
The Gibbons Building, 10 Queen Street, Suite 301, Hamilton, HM11, 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.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 12, 1999, Tyco International (PA) Inc. ("Tyco (PA)"), a
Pennsylvania corporation and a wholly-owned subsidiary of Tyco International Ltd
("Tyco"), a Bermuda company, consummated its acquisition of Raychem
Corporation ("Raychem") in accordance with the Agreement and Plan of Merger
and Reorganization dated as of May 19, 1999 among Tyco, Tyco (PA) and
Raychem. As a result of the acquisition, each Raychem shareholder will
receive a merger consideration in the form of Tyco common shares and/or cash
valued at $39.29 per Raychem share.
The press release dated August 12, 1999 of Tyco announcing the
consummation of the acquisition and the press release dated August 18, 1999
of Tyco announcing the results of the proration of the merger consideration
are filed as Exhibits to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Number Title
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99.1 Press Release dated August 12, 1999.
99.2 Press Release dated August 18, 1999.
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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: August 27, 1999
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Exhibit Index
Exhibit Number Title Page
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99.1 Press Release dated August 12, 1999.
99.2 Press Release dated August 18, 1999.
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Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT:
J. Brad McGee
Tyco International (US) Inc.
Senior Vice President
(603) 778-9700
RAYCHEM SHAREHOLDERS APPROVE ACQUISITION BY TYCO
Hamilton, Bermuda, August 12, 1999 -- Tyco International Ltd.
(NYSE-TYC, LSE-TYI, BSX-TYC), a diversified manufacturing and service
company, announced today that Raychem Corporation's (NYSE-RYC) shareholders
have overwhelmingly approved Tyco's acquisition of Raychem. The merger is
expected to close today.
Raychem, with annual revenues of approximately $1.8 billion, is a
leading international designer, manufacturer and distributor of high-performance
electronic products for OEM businesses and a broad range of specialized
telecommunications, energy and industrial applications.
"Raychem is highly complementary with Tyco's products and customers,
providing an excellent strategic fit with the Tyco Electronics Group, and an
immediate positive impact to earnings," said L. Dennis Kozlowski, Tyco's
Chairman and Chief Executive Officer. "Through our continued due diligence and
our focus on planning the integration of Raychem's businesses into Tyco, we
gained a high degree of confidence that our initial assessment of cost savings
and growth opportunities were easily attainable. Additionally, our most recent
quarter showed strong organic growth at both our existing AMP business and at
Raychem, and we anticipate upside opportunities for both going forward," he
added.
Pursuant to the merger agreement, shareholders of Raychem will receive
cash, a fraction of a Tyco common share, or a combination of cash and a fraction
of a Tyco common share, in each case having a value of $18.50 plus the value of
0.2070 of a Tyco common share, for each share of Raychem common stock. The value
of a Tyco common share for these purposes will be the average of the volume
weighted average sales prices per Tyco common share on the New York Stock
Exchange for the three consecutive trading days ending Monday, August 16. A
total of approximately $1.435 billion in cash and 16.1 million Tyco shares will
be issued as consideration. The cash and share allotment to individual
shareholders will be made based upon elections made prior to today's shareholder
meeting, subject to proration. Tyco intends to announce the final proration when
it becomes available following the averaging period. A preliminary tabulation
indicates 34.81 million shares elected to receive all cash, 38.29 million shares
elected to receive Tyco common shares, 0.05 million shares elected to make no
election and 4.66 million shares were not tendered. At the close of business on
August 12, 1999, the price of Tyco was $98.50 per share.
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Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer, installer, and provider of fire
protection systems and electronic security services, the largest manufacturer
and servicer of electrical and electronic components and underwater
telecommunications systems, the largest manufacturer of flow control valves, and
has strong leadership positions in disposable medical products, plastics, and
adhesives. The Company operates in more than 80 countries around the world and
has expected fiscal 1999 revenues in excess of $22 billion.
FORWARD LOOKING INFORMATION
Comments in this earnings release concerning the impact from Raychem on
earnings, the ability of achieve cost reductions and growth goals, and expected
fiscal 1999 revenues are forward-looking statements, which are based on
management's good faith expectations and belief concerning future developments.
Actual results may materially differ from these expectations as a result of many
factors, relevant examples of which are set forth in the "Management Discussion
and Analysis" section of the Company's 1998 Annual Report to Shareholders and
the Company's 1998 Annual Report on Form 10-K.
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Exhibit 99.2
FOR IMMEDIATE RELEASE CONTACT:
J. Brad McGee
Tyco International (US) Inc.
Senior Vice President
(603) 778-9700
TYCO INTERNATIONAL ANNOUNCES RESULTS OF PRORATION FOR RAYCHEM SHAREHOLDERS
Hamilton, Bermuda, August 18, 1999 -- Tyco International Ltd.
(NYSE-TYC, LSE-TYI, BSX-TYC), a diversified manufacturing and service company,
announced today that Raychem Corporation's (NYSE-RYC) shareholders will
receive a merger consideration of $39.29 per Raychem share in connection with
the acquisition of Raychem by Tyco, as follows:
* Shares that elected cash will receive $39.29 per share for
each share of Raychem.
* Shares that elected stock will receive 0.3912 shares of Tyco
common shares for each share of Raychem.
* Shares that made no election and shares that were not tendered
will receive $16.06 in cash and 0.2313 shares of Tyco common
shares for each share of Raychem.
Raychem shareholders will not receive a fraction of a Tyco common share
as a result of the merger. All Tyco common shares that a Raychem shareholder is
entitled to receive will be in aggregate. Any fractional Tyco common share
resulting from the aggregation will be paid in cash equal to the fraction
multiplied by $100.435. Tyco expects the merger consideration to be mailed to
shareholders beginning Monday, August 23rd.
The per share value of the merger consideration is based on the average
of the volume weighted average sales prices per Tyco common share on the New
York Stock Exchange for the three consecutive trading days ending Monday, August
16 of $100.435.
Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer, installer, and provider of fire
protection systems and electronic security services, the largest manufacturer
and servicer of electrical and electronic components and underwater
telecommunications systems, the largest manufacturer of flow control valves, and
has strong leadership positions in disposable medical products, plastics, and
adhesives.
