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) November 18, 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.
<PAGE>
ITEM 5. Other Events
On November 18, 1999, Tyco International (NV) Inc. ("Tyco
(NV)"), a Nevada corporation and a wholly-owned subsidiary of Tyco International
Ltd., a Bermuda company, entered into Amendment No. 1 to the Agreement and Plan
of Merger, dated as of August 31, 1999 by and among Tyco (NV), Tyco Acquisition
Corp. XXII, a Delaware corporation and a wholly-owned subsidiary of Tyco (NV),
and AFC Cable Systems, Inc., a Delaware corporation, which is attached hereto as
Exhibit 2.2.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit Number Title
- -------------- -----
2.2 Amendment No. 1, dated as of November 18, 1999, to the
Agreement and Plan of Merger, dated as of August 31, 1999
among Tyco International (NV) Inc., Tyco Acquisition Corp.
XXII and AFC Cable Systems, Inc.
99.1 Press Release dated November 18, 1999.
2
<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
----------------------------
Mark H. Swartz
Executive Vice President and
Chief Financial Officer
Date: November 19, 1999
3
<PAGE>
Exhibit Index
Exhibit Number Title
- -------------- -----
2.2 Amendment No. 1, dated as of November 18, 1999, to the
Agreement and Plan of Merger, dated as of August 31, 1999
among Tyco International (NV) Inc., Tyco Acquisition Corp.
XXII and AFC Cable Systems, Inc.
99.1 Press Release dated November 18, 1999.
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Exhibit 2.2
AMENDMENT NO. 1
AMENDMENT NO. 1, dated November 18, 1999, to AGREEMENT AND PLAN OF
MERGER (the "Agreement") dated as of August 31, 1999 among AFC Cable Systems,
Inc., a Delaware corporation, Tyco International (NV) Inc., a Nevada corporation
and a direct wholly-owned subsidiary of Tyco International Ltd., a Bermuda
company, and Tyco Acquisition Corp. XXII, a Delaware corporation and a direct
wholly-owned subsidiary of Tyco International (NV) Inc., and guaranteed by Tyco
International Ltd.
ARTICLE 1
AMENDMENTS
1.01 Clause (a) of Section 2.02 of the Agreement is hereby amended and
restated in its entirety as follows: ------------
"(a) except as otherwise provided in Section 2.02(b), the Company
Common Stock outstanding immediately prior to the Effective Time shall
be converted in the ratio (the "Exchange Ratio") of one (1) validly
issued, fully paid and nonassessable Tyco Common Share for each share
of Company Common Stock."
1.02 The first paragraph of Section 2.04 of the Agreement is hereby amended
and restated in its entirety as ------------ follows:
"SECTION 2.04. Stock Options. At the Effective Time, by virtue of the
Merger and without any further action on the part of the holders thereof, each
outstanding option to purchase shares of Company Common Stock (collectively, the
"Company Stock Options"), whether or not then vested or exercisable, shall
constitute the right to receive an amount in cash equal to the positive
difference, if any, between (i) $43.65 multiplied by the number of shares of
Company Common Stock subject to such Company Stock Option, whether or not then
vested or exercisable, immediately prior to the Effective Time and (ii) the
aggregate exercise price for the Company Common Stock subject to such Company
Stock Option immediately prior to the Effective Time. Any Company Stock Option,
the per share exercise price of which as of the Effective Time equals or exceeds
$43.65 shall be cancelled and be of no further force and effect as of the
Effective Time."
1.03 Section 2.06 of the Agreement and all other terms, provisions and
references in the Agreement relating to fractional shares are hereby deleted.
1.04 Section 10.01(c)(v) of the Agreement is hereby deleted.
1.05 Section 11.04(e) of the Agreement is hereby deleted.
ARTICLE 2
MISCELLANEOUS
2.01 Except as set forth in this Amendment No. 1, the Agreement remains in
full force and effect in accordance with its terms, which shall apply mutatis
mutandis to this Amendment.
2.02 This Amendment No. 1 shall be governed by and construed in accordance
with the laws of the State of Delaware.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
AFC CABLE SYSTEMS, INC.
By: /s/ Ralph R. Papitto
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Name: Ralph R. Papitto
Title: Chairman and Chief Executive Officer
TYCO INTERNATIONAL (NV) INC.
By: /s/ Jeffrey D. Mattfolk
----------------------------------------
Name: Jeffrey D. Mattfolk
Title: Vice President
TYCO ACQUISITION CORP. XXII
By: /s/ Jeffrey D. Mattfolk
----------------------------------------
Name: Jeffrey D. Mattfolk
Title: Vice President
ACKNOWLEDGED AND AGREED TO:
TYCO INTERNATIONAL LTD.
By: /s/ Mark A. Belnick
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Name: Mark A. Belnick
Title: Chief Corporate Counsel &
Executive Vice President
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT: CONTACT:
J. Brad McGee Jay W. Thomas
Tyco International (US) Inc. AFC Cable Systems, Inc.
Senior Vice President Director of Marketing
(603) 778-9700 (508) 998-1131
AFC CABLE AND TYCO FIX EXCHANGE RATIO FOR THEIR PENDING
- -------------------------------------------------------------------------------
MERGER AT 1:1
Hamilton, Bermuda and Providence, RI, November 18, 1999 - Tyco
International Ltd. (NYSE-TYC, LSE-TYI, BSX-TYC), a diversified manufacturing and
service company, and AFC Cable Systems, Inc. (NASDAQ-AFCX) a manufacturer of
prewired armor cable, announced today that they have agreed to an exchange ratio
for their pending merger pursuant to which AFC Cable shareholders will receive
one Tyco common share for each share of the approximately 12.8 million shares of
AFC Cable shares outstanding.
Pursuant to the terms of the merger agreement, AFC Cable had the right
to cause Tyco to proceed with the merger if AFC Cable agreed to an exchange
ratio of 0.987 Tyco common shares for each share of AFC Cable. Tyco had the
right to cause AFC Cable to proceed with the merger if Tyco agreed to an
exchange ratio of 1.04466 Tyco common shares for each share of AFC Cable. The
two companies mutually agreed today to proceed with the transaction on the basis
of a one-for-one exchange ratio. The closing price today for Tyco common shares
on the New York Stock Exchange was $44.875. AFC Cable shareholders will vote on
the merger at a meeting scheduled for November 22, 1999.
"AFC Cable provides an excellent range of products that complement our
Allied Tube & Conduit electrical products," said L. Dennis Kozlowski, Tyco's
Chairman and Chief Executive Officer. "The combination of AFC Cable's offerings
with Allied's electrical conduit, our steel support products and cable tray
products will greatly enhance our value to electrical distributors. This
acquisition, which will be immediately accretive to earnings, will also enhance
our presence in the fast-growing do-it-yourself market."
Ralph Pappito, Chairman and Chief Executive Officer of AFC Cable, said,
"This transaction provides exceptional value for shareholders of AFC Cable and
allows our shareholders to participate in the future growth of Tyco. Our
management team is very excited by the opportunities the combination with Tyco
presents for both companies and our customers."
AFC Cable, with annual revenues of approximately $275 million, is a
leader in the design, manufacturer and supply of prewired armor cable, flexible
conduit, modular wiring systems and electrical fittings used in a wide range of
electrical, voice and data distribution products.
Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer and servicer of electrical and
electronic components and undersea telecommunications systems, the world's
largest manufacturer, installer, and provider of fire protection systems and
electronic security services, has strong leadership positions in disposable
medical products, plastics, and adhesives, and is the largest manufacturer of
flow control valves. The Company operates in more than 80 countries around the
world and has expected fiscal 2000 revenues in excess of $25 billion.
FORWARD LOOKING INFORMATION
Comments in this release concerning the impact on earnings from the AFC
Cable acquisition, market growth and expected fiscal 2000 revenue 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, the Company's 1998
Annual Report on Form 10-K, and the Company's Current Report on Form 8-K filed
on June 3, 1999
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