As filed with the Securities and Exchange Commission on May 27, 1999
Registration Nos. 333-71493 and 333-71493-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
7382
(Primary Standard Industrial
Classification Code Number)
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 (IRS Employer
Identification No.) Identification No.)
The Gibbons Building 6, Avenue Emile Reuter
10 Queen Street, Suite 301 Second 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 telephone number, including
area code, of registrant principal area code, of registrant principal
executive offices) 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 U.S. subsidiary, Tyco
International (US) Inc., are located at One Tyco Park, Exeter, New Hampshire
03833. The telephone number there is (603) 778-9700.
------------------------
Copy to:
Joshua M. Berman, Esq.
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
<PAGE>
-----------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. __
If this form is a post-effective amendment filed pursuant to Rule 462(d)
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.
<PAGE>
Prospectus Supplement dated June __, 1999
to Prospectus dated February 25, 1999
$800,000,000
Tyco International Group S.A.
Offer to Exchange
up to $400,000,000
5.875% Notes due 2004
for any and all outstanding
5.875% Notes due 2004
and
up to $400,000,000
6.125% Notes due 2008
for any and all outstanding
6.125% Notes due 2008
Fully and Unconditionally Guaranteed by
Tyco International Ltd.
Summary of the Exchange Offer
This prospectus supplement relates to the February 25, 1999 offer by
Tyco International Group S.A. (the "Company") to exchange up to $400,000,000
aggregate principal amount of new 5.875% Notes due 2004 for any and all of its
outstanding 5.875% Notes due 2004 and up to $400,000,000 aggregate principal
amount of new 6.125% Notes due 2008 for any and all of its outstanding 6.125%
Notes due 2008 (the "First Exchange Offer"). The First Exchange Offer expired on
March 30, 1999 and the Company exchanged $394,550,000 aggregate principal amount
of the 5.875% Notes due 2004 and $345,000,000 aggregate principal amount of the
6.125% Notes due 2008.
The Company is hereby offering to exchange up to $5,450,000 aggregate
principal amount of new 5.875% Notes due 2004 for any and all of the 5.875%
Notes due 2004 that were not exchanged in the First Exchange Offer and up to
$55,000,000 aggregate principal amount of the 6.125% Notes due 2008 for any and
all of the 6.125% Notes due 2008 that were not exchanged in the First Exchange
Offer.
o This offer expires at 5:00 p.m., New York City time, on June __, 1999,
unless extended.
o Except as otherwise provided in this document, the terms of this offer
are identical to those of the First Exchange Offer.
o You should read the Company's prospectus dated February 25, 1999 and its
accompanying letters of transmittal for additional information about
this offer.
--------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the Notes or determined if this
document is truthful or complete. Any representation to the contrary is a
criminal offense.
--------------------------
The date of this supplement is June __, 1999
<PAGE>
Current Developments
On April 2, 1999, Tyco International Ltd. ("Tyco") consummated its
acquisition of AMP Incorporated. Shareholders of AMP received 0.7507 shares of
Tyco for each share of AMP. As a result a total of approximately 164 million
shares were issued by Tyco to AMP shareholders.
On May 19, 1999, Tyco entered into a definitive merger agreement for the
acquisition of Raychem Corporation in a cash and stock transaction valued at
approximated $2.87 billion. Raychem, with annual revenues of approximately $1.8
billion, designs, manufactures and distributes electronic components. In the
aggregate, based upon the number of shares of Raychem common stock currently
outstanding, Tyco will pay approximately $1.4 billion in cash and issue
approximately 16.1 million Tyco common shares to the Raychem stockholders.
Individual Raychem stockholders will have the right to elect to receive cash or
Tyco stock, subject to certain limitations. According to publicly filed
documents, as of April 27, 1999, Raychem had 77,284,866 shares of common stock
outstanding. The consummation of the transaction is contingent upon customary
regulatory review, approval by the Raychem stockholders and certain other
conditions. Raychem is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission.
<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-4 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 27th day of
May, 1999.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
----------------------------
Mark H. Swartz
Executive Vice President and
Chief Financial Officer
(Principal Financial
and Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on May 27, 1999 in the
capacities indicated below.
Signature Title
- --------- -----
*
L. Dennis Kozlowski
- ----------------------------- Chairman of the Board, President, Chief
Executive Officer and Director (Principal
Executive Officer)
*
- ----------------------------- Director
Michael A. Ashcroft
*
- ----------------------------- Director
Joshua M. Berman
*
- ----------------------------- Director
Richard S. Bodman
*
- ----------------------------- Director
John F. Fort
*
- ----------------------------- Director
Stephen W. Foss
*
- ----------------------------- Director
Richard A. Gilleland
*
- ----------------------------- Director
Philip M. Hampton
*
- ----------------------------- Director
James S. Pasman, Jr.
*
- ----------------------------- Director
W. Peter Slusser
/s/ Mark H. Swartz
- ----------------------------- Executive Vice President and Chief
Mark H. Swartz Financial Officer (Principal Financial
and Accounting Officer)
*
- ----------------------------- Director
Frank E. Walsh, Jr.
*By: /s/Mark H. Swartz
-----------------------------
Mark H. Swartz
Attorney-in-fact
<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-4 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Luxembourg, on the 27th day of May, 1999.
TYCO INTERNATIONAL GROUP S.A.
By: /s/ Richard W. Brann
---------------------------
Richard W. Brann
Managing Director
(Principal Financial
and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on May 27, 1999 in the
capacities indicated below.
Signature Title
--------- -----
*
- -----------------------------
Philippe Beot Director
/s/ Richard W. Brann Managing Director
- -----------------------------
Richard W. Brann
*
- -----------------------------
Erik D. Lazar Managing Director
*By: /s/ Richard W. Brann
----------------------------
Richard W. Brann
Attorney-in-fact
