<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2000
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
BERMUDA NOT APPLICABLE
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
</TABLE>
------------------------
THE ZURICH CENTRE, SECOND FLOOR
90 PITTS BAY ROAD
PEMBROKE HM 08, BERMUDA
(441) 292-8674*
(Address, including zip code, and telephone number, including
area code, of registrant's principal 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 Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08,
Bermuda. The executive offices of Tyco's principal United States subsidiaries
are located at One Tyco Park, Exeter, New Hampshire 03833. The telephone number
there is (603) 778-9700.
<TABLE>
<S> <C>
COPIES TO:
FATI SADEGHI, ESQ.
MEREDITH B. CROSS, ESQ. SENIOR CORPORATE COUNSEL
WILMER, CUTLER & PICKERING C/O TYCO INTERNATIONAL (US) INC.
2445 M STREET, NW ONE TYCO PARK
WASHINGTON, DC 20037 EXETER, NEW HAMPSHIRE 03833
(202) 663-6000 (603) 778-9700
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
(COVER CONTINUED ON NEXT PAGE)
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
(COVER CONTINUED FROM PREVIOUS PAGE)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities(2)........................
Preference Shares, nominal value U.S. $1
per share(3)............................
Depositary Shares(4)......................
Common Shares, nominal value U.S.$0.20 per
share(5)(6).............................
Total............................... U.S.$2,500,000,000(7)(8) 100% U.S.$2,500,000,000(7)(8) U.S.$660,000(9)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and
exclusive of accrued interest, if any.
(2) Subject to note (7) below, there are being registered hereunder an
indeterminate principal amount of debt securities as may be sold, from time
to time, by the Registrant. If any debt securities are being issued at an
original issue discount, then the offering price shall be in such greater
principal amount as shall result in an aggregate initial offering price not
to exceed U.S.$2,500,000,000, less the dollar amount of any securities
previously issued hereunder.
(3) Subject to note (7) below, there are being registered hereunder an
indeterminate number of preference shares as may be sold, from time to time,
by the Registrant.
(4) Subject to note (7) below, there are being registered hereunder an
indeterminate number of depositary shares as may be sold, from time to time,
by the Registrant.
(5) Subject to note (7) below, there are being registered hereunder an
indeterminate number of common shares as may be sold, from time to time, by
the Registrant.
(6) Including such indeterminable number of common shares which may from time to
time be issued upon conversion or exchange of debt securities or preference
shares registered hereunder, to the extent any of such debt securities or
preference shares are by their terms convertible into or exchangeable for
such common shares. Under Rule 457(i), no fee is payable with respect to
such common shares.
(7) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
U.S.$2,500,000,000, or its equivalent if some or all of the debt securities
are denominated in one or more foreign currencies, foreign currency units or
composite currencies. Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder.
(8) Of the $2,500,000,000 of securities being offered hereunder, pursuant to
Rule 429(b) under the Securities Act of 1933, as amended, an aggregate of
$883,500,000 are being carried forward from the Registrant's prior
Registration Statement on Form S-3 (SEC File No. 333-43333).
(9) The amount of registration fee, calculated in accordance with Section 6(b)
of the Securities Act of 1933, as amended, and Rule 457(o) promulgated
thereunder, is .000264 of the maximum aggregate offering price at which the
securities registered pursuant to this Registration Statement are proposed
to be offered. This amount includes $233,244 previously paid in connection
with the $883,500,000 of securities being carried forward from the
Registrant's prior Registration Statement as described in footnote 8.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS CONTAINED IN THIS REGISTRATION STATEMENT ALSO RELATES TO SECURITIES
REGISTERED PURSUANT TO THE PRIOR REGISTRATION STATEMENT REFERRED TO IN FOOTNOTE
8.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 18, 2000
PROSPECTUS
$2,500,000,000
------------------
[LOGO]
------------------
DEBT SECURITIES
PREFERENCE SHARES
DEPOSITARY SHARES
COMMON SHARES
------------------
Tyco International Ltd. may offer from time to time:
- unsecured debt securities
- preference shares
- depositary shares
- common shares.
Specific terms of the securities will be fully described in the prospectus
supplement that will accompany this prospectus. Please read both the prospectus
supplement and this prospectus carefully before you invest.
This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION NOR THE REGISTRAR OF COMPANIES OR THE BERMUDA MONETARY AUTHORITY IN
BERMUDA HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Where You Can Find More Information......................... ii
Forward Looking Information................................. iii
Tyco........................................................ 1
Use of Proceeds............................................. 1
Ratio of Earnings to Fixed Charges.......................... 2
The Securities Tyco May Offer............................... 3
Description of the Debt Securities.......................... 3
Description of the Preference Shares........................ 11
Description of the Depositary Shares........................ 11
Description of the Common Shares............................ 14
Plan of Distribution........................................ 17
Service of Process and Enforcement of Liabilities........... 18
Legal Matters............................................... 19
Experts..................................................... 19
</TABLE>
------------------------
THE BERMUDA STOCK EXCHANGE TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS
DOCUMENT, MAKES NO REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS AND
EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM
OR IN RELIANCE UPON ANY PART OF THE CONTENTS OF THIS DOCUMENT.
i
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
In connection with this offering, Tyco has filed with the Securities and
Exchange Commission a registration statement under the United States Securities
Act of 1933 relating to the securities. As permitted by SEC rules, this document
omits certain information included in the registration statement. For a more
complete understanding of the securities and this offering, you should refer to
the registration statement, including its exhibits.
Tyco also files annual, quarterly and current reports, proxy statements and
other information with the SEC. Tyco's filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document Tyco files with the SEC at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Tyco's
common shares are listed on the New York Stock Exchange, as well as the London
and Bermuda Stock Exchanges. You can obtain information about Tyco from the New
York Stock Exchange at 20 Broad Street, New York, New York 10005.
The SEC allows Tyco to "incorporate by reference" information in documents
filed with the SEC, which means that Tyco can disclose important information to
you by referring you to those documents. These incorporated documents contain
important business and financial information about Tyco that is not included in
or delivered with this document. The information incorporated by reference is
considered to be part of this document, and later information filed with the SEC
may update and supersede this information. Tyco incorporates by reference the
documents listed below and any future filings made with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act
of 1934 prior to the end of the offering of securities under this document.
1. Tyco's Annual Report on Forms 10-K and 10-K/A for the fiscal year
ended September 30, 1999.
2. Tyco's Quarterly Reports on Forms 10-Q and 10-Q/A for the quarters
ended December 31, 1999, March 31, 2000 and June 30, 2000.
3. Tyco's Current Reports on Form 8-K filed on December 9, 1999,
December 10, 1999, January 20, 2000 and July 14, 2000.
4. The description of Tyco's common shares as set forth in Tyco's
Registration Statement on Form 8-A/A filed on March 1, 1999.
You may request a copy of these filings at no cost, by writing or calling
Tyco at the following address or telephone number:
Tyco International Ltd.
The Zurich Centre, Second Floor
90 Pitts Bay Road
Pembroke HM 08, Bermuda
(441) 292-8674
Exhibits to the documents will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this document.
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT. TYCO HAS NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
DOCUMENT.
References to "$" in this prospectus are to United States dollars.
ii
<PAGE>
FORWARD LOOKING INFORMATION
Certain statements contained or incorporated by reference in this document
are "forward looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995. All forward looking statements involve
risks and uncertainties. In particular, any statements contained in this
document or any document incorporated by reference in this document regarding
the consummation and benefits of future acquisitions, as well as expectations
with respect to future sales, operating efficiencies and product expansion, are
subject to known and unknown risks, uncertainties and contingencies, many of
which are beyond the control of Tyco, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performances or achievements. Factors that might affect such forward looking
statements include, among other things:
- overall economic and business conditions;
- the demand for Tyco's goods and services;
- competitive factors in the industries in which Tyco competes;
- changes in government regulation;
- changes in tax requirements, including tax rate changes, new tax laws and
revised tax law interpretations;
- results of litigation;
- interest rate fluctuations, foreign currency rate fluctuations and other
capital market conditions;
- economic and political conditions in international markets, including
governmental changes and restrictions on the ability to transfer capital
across borders;
- the ability to achieve anticipated synergies and other costs savings in
connection with acquisitions;
- the timing, impact and other uncertainties of future acquisitions; and
- the timing of construction and the successful operation of the TyCom
Global Network-TM-.
iii
<PAGE>
TYCO
Tyco is a diversified manufacturing and service company that, through its
subsidiaries:
- designs, manufactures and distributes electrical and electronic
components and designs, manufactures, installs and services undersea
cable communication systems;
- designs, manufactures and distributes disposable medical supplies and
other specialty products, and conducts auto redistribution services;
- designs, manufactures, installs and services fire detection and
suppression systems and installs, monitors and maintains electronic
security systems; and
- designs, manufactures and distributes flow control products.
Tyco's strategy is to be the low-cost, high-quality producer and provider in
each of its markets. It promotes its leadership position by investing in
existing businesses, developing new markets and acquiring complementary
businesses and products. Combining the strengths of its existing operations and
its business acquisitions, Tyco seeks to enhance shareholder value through
increased earnings per share and strong cash flows.
Tyco reviews acquisition opportunities in the ordinary course of its
business, some of which may be material and some of which are currently under
investigation, discussion or negotiation. There can be no assurance that any of
such acquisitions will be consummated.
Tyco is a Bermuda company whose registered and principal executive offices
are located at The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke
HM 08, Bermuda, and its telephone number is (441) 292-8674. The executive
offices of Tyco's principal United States subsidiaries are located at One Tyco
Park, Exeter, New Hampshire 03833. The telephone number there is
(603) 778-9700.
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, Tyco
intends to use the net proceeds from the sale of the securities to refinance, in
part, existing indebtedness, to finance recently announced acquisitions and for
general corporate purposes. Funds not required immediately for these purposes
may be invested temporarily in short-term marketable securities.
1
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of
Tyco for the nine months ended June 30, 2000, the years ended September 30, 1999
and 1998, the nine-month transition period ended September 30, 1997 and the
years ended December 31, 1996 and 1995.
<TABLE>
<CAPTION>
NINE
MONTHS NINE MONTHS
ENDED YEAR ENDED ENDED YEAR ENDED
JUNE 30, SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
--------- ------------------- ------------- -------------------
2000 1999 1998 1997(4) 1996 1995
--------- -------- -------- ------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges
(1)(2)(3)................................ 5.89 3.53 5.07 1.00 2.54 4.68
</TABLE>
------------------------
(1) For purposes of determining the ratio of earnings to fixed charges, earnings
consist of income (loss) before income taxes, extraordinary items,
cumulative effect of accounting changes and fixed charges. Fixed charges
consist of interest on indebtedness, amortization of debt expenses and
one-third of rent expense which is deemed representative of an interest
factor.
(2) On July 2, 1997, Tyco, formerly called ADT Limited, merged with Tyco
International Ltd., a Massachusetts corporation ("Former Tyco"). On
April 2, 1999, October 1, 1998, August 29, 1997 and August 27, 1997, Tyco
consummated mergers with AMP Incorporated, United States Surgical
Corporation, Keystone International, Inc. and Inbrand Corporation,
respectively. Each of the five merger transactions qualifies for the pooling
of interests method of accounting. As such, the ratios of earnings to fixed
charges presented above include the effect of the mergers, except that the
calculation presented above for periods prior to January 1, 1997 does not
include Inbrand due to immateriality.
Prior to their respective mergers, AMP, US Surgical, Keystone, and ADT had
December 31 year ends and Former Tyco had a June 30 fiscal year end. The
historical results upon which the ratios are based have been combined using
a December 31 year end for AMP, US Surgical, Keystone, ADT and Former Tyco
for the year ended December 31, 1996. For 1995, the ratio of earnings to
fixed charges reflects the combination of AMP, US Surgical, Keystone and ADT
with a December 31 year end and Former Tyco with a June 30 fiscal year end.
(3) Earnings for the nine months ended June 30, 2000, the years ended
September 30, 1999 and 1998, the nine months ended September 30, 1997 and
the years ended December 31, 1996 and 1995 include merger, restructuring and
other non-recurring (credits) charges of $(81.3) million (of which $1.0
million is included in cost of sales), $1,035.2 million (of which
$106.4 million is included in cost of sales), $256.9 million,
$947.9 million, $344.1 million and $97.1 million, respectively. Earnings
also include charges for the impairment of long-lived assets of $99.0
million, $507.5 million, $148.4 million, $744.7 million and $8.2 million in
the nine months ended June 30, 2000, the year ended September 30, 1999, the
nine months ended September 30, 1997 and the years ended December 31, 1996
and 1995, respectively. The 1997 period also includes a write-off of
purchased in-process research and development of $361.0 million. The 1995
period also includes a net loss on the disposal of businesses of $34.4
million.
On a pro forma basis, the ratio of earnings to fixed charges excluding
merger, restructuring and other non-recurring (credits) charges, charges for
the impairment of long-lived assets, the write-off of purchased in-process
research and development and the net loss on the disposal of businesses
would have been 5.91x, 5.82x, 5.68x, 6.81x, 5.76x and 5.09x for the nine
months ended June 30, 2000, the years ended September 30, 1999 and 1998, the
nine months ended September 30, 1997 and the years ended December 31, 1996
and 1995, respectively.
(4) In September 1997, Tyco changed its fiscal year end from December 31 to
September 30. Accordingly, the nine-month transition period ended
September 30, 1997 is presented.
2
<PAGE>
THE SECURITIES TYCO MAY OFFER
Tyco may offer up to $2,500,000,000 of any of the following securities
either separately or in units: debt securities, preference shares, depositary
shares and common shares. Prospectus supplements will describe the specific
amounts, prices and terms of these securities.
DESCRIPTION OF THE DEBT SECURITIES
The debt securities will be issued under one or more indentures between Tyco
and the trustee under the indentures. The following description is subject to
the detailed provisions of the indentures, copies of which can be obtained upon
request from Tyco. See "Where You Can Find More Information" on page i. The
indentures are subject to, and governed by, the Trust Indenture Act of 1939. The
statements made in this section relating to the indentures and to the debt
securities to be issued under the indentures are summaries and do not purport to
be complete. For a full description of the terms of the debt securities, you
should refer to the indentures, as supplemented by any applicable supplemental
indentures.
THE FOLLOWING IS A DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF THE
DEBT SECURITIES SET FORTH IN THE INDENTURES AND WHICH MAY APPLY TO ANY SERIES OF
DEBT SECURITIES. THE PARTICULAR TERMS OF A SERIES OF DEBT SECURITIES AND THE
EXTENT, IF ANY, TO WHICH THESE GENERAL TERMS DO NOT APPLY TO SUCH DEBT
SECURITIES, WILL BE SET FORTH IN A SUPPLEMENTAL INDENTURE AND DESCRIBED IN A
PROSPECTUS SUPPLEMENT RELATING TO THE PARTICULAR SERIES OF DEBT SECURITIES. SEE
"PROSPECTUS SUPPLEMENTS" BELOW. ACCORDINGLY, FOR A DESCRIPTION OF THE TERMS AND
PROVISIONS OF ANY PARTICULAR SERIES OF DEBT SECURITIES, YOU MUST REFER TO BOTH
THIS DESCRIPTION AND THE DESCRIPTION OF THE PARTICULAR SERIES CONTAINED IN THE
APPLICABLE PROSPECTUS SUPPLEMENT.
GENERAL
The debt securities will be direct, unsecured obligations of Tyco in the
form of either senior or subordinated debt. The senior debt securities and the
subordinated debt securities are together referred to in this prospectus as the
"debt securities." The senior debt securities will rank equally with other
unsecured and unsubordinated obligations of Tyco for money borrowed. The
subordinated debt securities will be entitled to payment only after payment has
been made on the senior indebtedness.
The debt securities will be effectively subordinated to all existing and
future indebtedness and other liabilities of Tyco's subsidiaries. Tyco's rights
and the rights of its creditors, including holders of debt securities, to
participate in any distribution of assets of any subsidiary upon a liquidation
or reorganization or otherwise of such subsidiary will be effectively
subordinated to the claims of the subsidiary's creditors, except to the extent
that Tyco or any of its creditors may itself be a creditor of that subsidiary.
The senior debt securities will be issued under a senior indenture and the
subordinated debt securities will be issued under a subordinated indenture.
Together, the senior indenture and subordinated indenture are called
"indentures" in this prospectus. The indentures do not limit other indebtedness
or securities which may be incurred or issued by Tyco or any of its subsidiaries
or contain financial or similar restrictions on Tyco or any of its subsidiaries.
There are no covenants or provisions contained in the indentures which afford
the holders of debt securities protection in the event of a highly leveraged
transaction, reorganization, restructuring, merger or similar transaction
involving Tyco. The consummation of any highly leveraged transaction,
reorganization, restructuring, merger or similar transaction could cause a
material decline in the credit quality of any outstanding debt securities.
Debt securities may be issued either in certificated, fully registered form,
without coupons, or as global notes under a book-entry system. See "Book-Entry,
Delivery and Form" below. Upon receipt of an authentication order from Tyco
together with any other documentation required by the indentures,
3
<PAGE>
the trustee will authenticate debt securities in the form and amount required by
the supplemental indenture relating to the series of debt securities.
Principal and premium, if any, will be payable, and the debt securities will
be transferable and exchangeable without any service charge, at the office of
the trustee. Tyco may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with any such transfer or
exchange.
The indentures do not limit the aggregate principal amount of debt
securities which may be issued thereunder.
PROSPECTUS SUPPLEMENTS
The following terms of and information relating to a particular series of
debt securities offered pursuant to this document will be set forth in the
applicable prospectus supplement:
- the title of the debt securities
- the aggregate principal amount of the debt securities
- the date or dates on which principal of, and premium, if any, on the
debt securities is payable
- the rate at which the debt securities shall bear interest, if any, or
the method by which the interest rate will be determined
- the date or dates from which interest will accrue
- the date or dates on which interest will be payable and any related
record dates
- any redemption, repayment or sinking fund provisions
- the terms, if any, upon which the debt securities may be convertible
into or exchanged for securities of any kind of Tyco or of any other
issuer or obligor and the terms and conditions upon which such
conversion or exchange shall be effected
- the denominations in which the debt securities will be issuable
- any applicable material income tax considerations
- if other than the principal amount of the debt securities, the portion
of the principal amount due upon acceleration
- whether the debt securities will be issued in the form of a global
security or securities
- any covenants, including any restrictive covenants, of Tyco with
respect to the debt securities provided in an applicable supplemental
indenture
- any subordination provisions if different from those described below
under "Subordinated Debt Securities"
- any other specific terms of the debt securities
- if other than the trustee named in the senior indenture, the identity
of any trustees, paying agents or registrars with respect to the debt
securities
4
<PAGE>
BOOK-ENTRY, DELIVERY AND FORM
THE GLOBAL NOTES
A series of debt securities may be issued in whole or in part in the form of
one or more global securities under a book-entry system. Each global security
- will be deposited with, or on behalf of, The Depository Trust Company,
and registered in the name of Cede & Co., as DTC's nominee, or
- will remain in the custody of the trustee pursuant to a FAST Balance
Certificate Agreement between DTC and the trustee.
DEPOSITARY PROCEDURES
The descriptions of the operations and procedures of DTC set forth below are
provided solely as a matter of convenience. These operations and procedures are
solely within the control of DTC and its participants and are subject to change
by them from time to time. Tyco takes no responsibility for these operations and
procedures, and urges investors to contact DTC or its participants directly to
discuss these matters.
DTC has advised Tyco that it is a limited purpose trust company organized
under the laws of the State of New York. DTC was created to hold securities for
its participants and to facilitate the clearance and settlement of securities
transactions between its participants through electronic book-entry changes to
the accounts of its participants. DTC's participants include securities brokers
and dealers, banks and trust companies, clearing corporations and certain other
organizations. Access to DTC's system is also available to other entities such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Investors who are not participants may beneficially own securities held by or on
behalf of DTC only through DTC participants or indirect participants. The
ownership interests in and transfers of ownership interests in each security
held by or on behalf of DTC are recorded on the records of the participants.
DTC has also advised Tyco that pursuant to procedures established by DTC:
1. upon the deposit of global notes representing debt securities with
DTC, DTC will credit the accounts of its participants with an interest in
the global notes. The accounts to be credited will be designated by the
underwriters or agents, if any, or by Tyco, if such debt securities were
offered and sold directly by Tyco; and
2. ownership of the debt securities will be shown on, and the transfer
of ownership thereof will be effected only through, records maintained by
DTC, with respect to the interests of its participants, and the records of
DTC's participants and indirect participants, with respect to the interests
of other owners of beneficial interest in the debt securities.
The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Accordingly, the ability to transfer interests in debt securities represented by
global notes to such persons may be limited. In addition, because DTC can act
only on behalf of its participants, who in turn act on behalf of persons who
hold interests through a DTC participant, the ability of a person having an
interest in debt securities represented by a global note to pledge or transfer
such interest to persons or entities that do not participate in DTC's system, or
to otherwise take actions in respect of such interest, may be affected by the
lack of a physical definitive security in respect of such interest.
So long as DTC or its nominee is the registered owner of a global note, DTC
or such nominee, as the case may be, will be considered the sole owner or holder
of the debt securities represented by the
5
<PAGE>
global note for all purposes under the indentures. Except as provided below,
owners of beneficial interests in a global note will not be entitled to have
debt securities represented by such global note registered in their names, will
not receive or be entitled to receive physical delivery of certificated debt
securities, and will not be considered the owners or holders thereof under the
indentures for any purpose, including with respect to the giving of any
direction, instruction or approval to the trustee under the related indenture.
Accordingly, each holder owning a beneficial interest in a global note must rely
on the procedures of DTC and, if such holder is not a DTC participant or an
indirect participant, on the procedures of the participant through which such
holder owns its interest, to exercise any rights of a holder of debt securities
under the related indenture or such global note. Tyco understands that under
existing industry practice, in the event that Tyco requests any action of
holders of debt securities, or a holder that is an owner of a beneficial
interest in a global note desires to take any action that DTC, as the holder of
such global note, is entitled to take, DTC would authorize its participants to
take such action and the participants would authorize holders owning through
participants to take such action or would otherwise act upon the instruction of
such holders.
Payments with respect to the principal of, and premium, if any, and interest
on, any debt securities represented by a global note registered in the name of
DTC or its nominee on the applicable record date will be payable by the trustee
to DTC or its nominee in its capacity as the registered holder of the global
note representing the debt securities under the indentures. Under the terms of
the indentures, Tyco and the trustee may treat the persons in whose names the
global notes are registered as the owners thereof for the purpose of receiving
payment thereon and for any and all other purposes whatsoever. Consequently,
neither Tyco nor the trustee nor any agent of Tyco or the trustee has or will
have any responsibility or liability for:
- any aspect of DTC's records or any participant's or indirect participant's
records relating to, or payments including principal, premium, if any, and
interest made on account of, any beneficial ownership interest in the
global notes of any series, or for maintaining, supervising or reviewing
any of DTC's records or any participant's or indirect participant's
records relating to the beneficial ownership interests of the global notes
of such series; or
- any other matter relating to the actions and practices of DTC or any of
its participants or indirect participants.
DTC has advised Tyco that its current practice, upon receipt of any payment
in respect of securities such as the debt securities including principal and
interest, is to credit the accounts of the relevant participants with the
payment on the payment date, in amounts proportionate to their respective
holdings in the principal amount of beneficial interest in the relevant security
as shown on the records of DTC, unless DTC has reason to believe it will not
receive payment on such payment date. Payments by the participants and the
indirect participants to the beneficial owners of any series of debt securities
will be governed by standing instructions and customary practices and will be
the responsibility of the participants or the indirect participants and will not
be the responsibility of DTC, the trustee, or Tyco. Neither Tyco nor the trustee
will be liable for any delay by DTC or any of its participants in identifying
the beneficial owners of the debt securities, and Tyco and the trustee may
conclusively rely on and will be protected in relying on instructions from DTC
or its nominee for all purposes.
CERTIFICATED DEBT SECURITIES
If:
1. Tyco notifies the trustee in writing that DTC is no longer willing or
able to act as a depositary or DTC ceases to be registered as a clearing
agency under the Exchange Act and a successor depositary is not appointed
within 90 days of such notice or cessation,
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2. Tyco, at its option, notifies the trustee in writing that it elects
to cause the issuance of debt securities in definitive form under the
indenture, or
3. upon the occurrence of certain other events as provided in any
supplemental indenture, then,
upon surrender by DTC of the global notes representing the debt securities,
certificated debt securities will be issued in the names and denominations
requested by DTC in accordance with its customary procedures. Upon any such
issuance, the trustee is required to register the certificated debt securities
in the requested names and cause the certificates to be delivered to the
registered holders.
Neither Tyco nor the trustee shall be liable for any delay by DTC or any DTC
participant or indirect participant in identifying the beneficial owners of the
related debt securities and may conclusively rely on, and shall be protected in
relying on, instructions from DTC for all purposes.
MERGER, CONSOLIDATION, SALE OR CONVEYANCE
The indentures provide that Tyco will not merge or consolidate with any
person and will not sell or convey all or substantially all of its assets to any
person, unless:
1. Tyco is the continuing corporation, or
2. the successor corporation or person that acquires all or
substantially all of the assets of Tyco, shall expressly assume,
- the payment of principal of, premium, if any, and interest on all
debt securities issued under the indentures, and
- the observance of all the covenants and agreements under the
indentures to be performed or observed by Tyco,
and in either case, immediately after such merger, consolidation, sale or
conveyance, Tyco, or such successor corporation or person, as the case may be,
shall not be in default in the performance of the covenants and agreements of
the indentures to be performed or observed by Tyco.
EVENTS OF DEFAULT
An event of default with respect to a series of debt securities issued under
either indenture is defined in the related indenture as being:
- default for 30 days in payment of any interest on any debt securities
of such series;
- default in any payment of principal of, or sinking fund installment,
if any, on, any debt securities of such series;
- default by Tyco in performance of any other of the covenants or
agreements in respect of the debt securities of such series that
continues for 90 days after Tyco has been given notice of such
failure in accordance with the indentures;
- certain events involving bankruptcy, insolvency or reorganization of
Tyco; or
- any other event of default provided in a supplemental indenture, a
resolution of the Board of Directors, or in the form of the security
related to the issuance of a series of debt securities.
The indentures provide that the trustee shall transmit notice of any uncured
default under the indentures known to the trustee with respect to any series of
debt securities issued thereunder, within 90 days after the occurrence of such
default, to the holders of the debt securities of each affected series, except
that the trustee may withhold notice to the holders of any series of debt
securities of any
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default, except in payment of principal of, premium, if any, or interest on such
series, or in the payment of any sinking fund or purchase installment with
respect to the series, if the trustee determines in good faith in accordance
with procedures set forth in the indenture that it is in the interest of the
holders of such series of debt securities to do so.
If an event of default due to:
- the default in payment of interest, principal or sinking fund
installment with respect to any series of debt securities issued
under the indentures,
- the default in the performance or breach of any other covenant or
agreement of Tyco applicable to the debt securities of such series
but not applicable to all outstanding debt securities issued under
the indentures, or
- any other event of default provided in a supplemental indenture, a
resolution of the Board of Directors, or in the form of the security
related to the issuance of a series of debt securities,
shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in principal amount of the debt securities of such series then
outstanding may declare the principal of all debt securities of such series and
interest accrued thereon to be due and payable immediately.
If an event of default due to:
- a default in the performance of any other of the covenants or
agreements of Tyco applicable to all outstanding debt securities
issued under the related indenture and then outstanding;
- certain events of bankruptcy, insolvency and reorganization of Tyco;
or
- any other event of default provided in a supplemental indenture, a
resolution of the Board of Directors, or in the form of the security
related to the issuance of a series of debt securities
shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in principal amount of all debt securities issued under the
related indenture and then outstanding, treated as one class, may declare the
principal of all such debt securities and interest accrued thereon to be due and
payable immediately.
In certain circumstances, such declarations may be annulled and past
defaults may be waived by the holders of a majority in principal amount of the
outstanding debt securities of an affected series, voting as a separate class,
or all debt securities outstanding under the related indenture, voting as a
single class, as the case may be.
The holders of a majority in principal amount of the outstanding debt
securities of each affected series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee with respect to the debt securities of such series, subject to certain
limitations specified in the related indenture.
The indentures provide that no holder of debt securities of any series may
institute any action against Tyco under the indentures, except actions for
payment of overdue principal, premium, if any, or interest, unless such holder
previously shall have given to the trustee written notice of default and
continuance thereof and unless the holders of not less than 25% in principal
amount of the debt securities of such series then outstanding shall have
requested the trustee to institute such action and shall have offered the
trustee reasonable indemnity, the trustee shall not have instituted such action
within 60 days of such request, and the trustee shall not have received
direction inconsistent with such
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request by the holders of a majority in principal amount of the debt securities
of such series then outstanding.
Each of the indentures requires the annual filing by Tyco with the trustee
of a written statement as to compliance with the covenants and agreements
contained in the related indenture.
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
Tyco may discharge or defease its obligations under each of the indentures
as set forth below.
Under terms satisfactory to the trustee, Tyco may discharge the related
indenture with respect to any series of debt securities issued under that
indenture if all securities in the series have not already been delivered to the
trustee for cancellation and have either become due and payable or are by their
terms due and payable within one year, or may be called for redemption within
one year, by irrevocably depositing with the trustee cash or direct obligations
of the United States as trust funds in an amount certified to be sufficient to
pay at maturity, or upon redemption, the principal of, premium, if any, and
interest and any other sums payable, if any, on such debt securities. However,
Tyco will maintain any rights to optional redemption and may not avoid
- its duty to register the transfer or exchange of debt securities of such
series, or to replace any mutilated, destroyed, lost or stolen debt
securities of such series,
- the rights of holders of such debt securities to receive from the funds
deposited with the trustee payments of principal and interest and sinking
fund payments, if any, on such securities, on the stated due dates for
such payments, or
- the rights, obligations and immunities of the trustee under the related
indenture.
In the case of any series of debt securities in respect of which the exact
amounts of principal of and interest due on such series can be determined at the
time of making the deposit referred to below, Tyco at its option at any time may
also:
1. discharge any and all of its obligations to holders of such series
of debt securities ("defeasance"), but may not thereby avoid the obligations
enumerated in the previous paragraph; or
2. be released with respect to such series of debt securities from the
obligations described under "Merger, Consolidation, Sale or Conveyance"
above and the obligation to notify the trustee within 30 days of an event of
default and may omit to comply with such obligations without creating an
event of default ("covenant defeasance").
Defeasance or covenant defeasance may be effected only if, among other
things:
1. Tyco irrevocably deposits with the trustee cash and/or direct
obligations of the United States, as trust funds in an amount certified by a
nationally recognized firm of independent public accountants or a nationally
recognized investment banking firm to be sufficient to pay each installment
of principal and interest and any mandatory sinking fund payments, if any,
on all outstanding debt securities of the relevant series on the dates such
installments of principal, premium, if any, and interest are due;
2. no default or event of default shall have occurred and be continuing
on the date of the deposit referred to in clause 1 or, in respect of certain
events of bankruptcy, insolvency or reorganization, during the period ending
on the 121st day after the date of such deposit, or any longer applicable
preference period; and
3. Tyco delivers to the trustee an officer's certificate and opinion of
counsel, stating that all conditions precedent to defeasance or covenant
defeasance as applicable, have been met.
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MODIFICATION OF THE INDENTURES
Each indenture contains provisions permitting Tyco and the trustee, with the
consent of the holders of not less than a majority of the principal amount of
all affected series of the debt securities issued under the related indenture at
the time outstanding, voting as one class, to modify the related indenture or
any supplemental indenture or the rights of the holders of the debt securities
of such series. Without the consent of the holder of each debt security
affected, the related indenture cannot be modified to:
1. extend the final maturity of any of the debt securities or reduce the
principal amount thereof, reduce the rate or extend the time of payment of
interest thereon, reduce any amount payable on redemption thereof, or reduce
the amount of any original issue discount security payable upon acceleration
or provable in bankruptcy, impair or affect the right of any holder of the
debt securities to institute suit for the payment thereof or, if the debt
securities so provide, any optional right of repayment, or
2. reduce the aforesaid percentage in principal amount of debt
securities of any series, the consent of the holders of which is required
for any such supplemental indenture.
Each indenture contains provisions permitting Tyco and the trustee, without
the consent of any holders of debt securities, to enter into a supplemental
indenture, among other things, for purposes of
- curing any ambiguity,
- correcting or supplementing any provision contained in the indenture
or in any supplemental indenture or making other provisions in regard
to the matters or questions arising under the indenture or any
supplemental indenture as the Board of Directors of Tyco deems
necessary or desirable and which does not adversely affect the
interests of the holders of debt securities in any material respect,
or
- establishing the form or terms of any series of debt securities as are
not otherwise inconsistent with any of the provisions of the affected
indenture.
SUBORDINATED DEBT SECURITIES
The indebtedness evidenced by the subordinated debt securities is
subordinated to the extent provided in the subordinated indenture to the prior
payment in full of all senior indebtedness, including any senior debt
securities. Senior indebtedness generally includes all indebtedness for money
borrowed by Tyco, except indebtedness that is expressly stated to not be
superior to the subordinated debt securities or to rank equal to the
subordinated debt securities.
Upon any distribution of Tyco's assets upon any dissolution, winding up,
liquidation or reorganization, payments on the subordinated debt securities will
be subordinated in right of payment to the prior payment in full in cash of all
senior indebtedness.
In the event of any acceleration of the subordinated debt securities because
of an event of default, holders of any senior indebtedness would be entitled to
payment in full in cash of all senior indebtedness before the holders of
subordinated debt securities are entitled to receive any payment or
distribution.
Tyco is required to promptly notify holders of senior indebtedness if
payment of the subordinated debt securities is accelerated because of an event
of default. Tyco also may not make payment on the subordinated debt securities
if a default in the payment of senior indebtedness occurs and is continuing.
As a result of these subordination provisions, in the event of Tyco's
bankruptcy, dissolution or reorganization, holders of senior indebtedness may
receive more, ratably, and holders of the subordinated debt securities may
receive less, ratably, than Tyco's other creditors. The subordination provisions
will not prevent the occurrence of any event of default under the subordinated
indenture.
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If the trustee or any holder receives any payment that should not have been
made to them in contravention of subordination provisions before all senior
indebtedness is paid in full, then such payment will be held in trust for the
holders of senior indebtedness.
CONCERNING THE TRUSTEE
The trustee may hold debt securities issued under each indenture, act as a
depository for funds of, make loans to, or perform other services for, Tyco and
its subsidiaries as if it were not the trustee.
DESCRIPTION OF THE PREFERENCE SHARES
Tyco has authorized 125,000,000 preference shares with a nominal value of
U.S. $1 each. As of June 30, 2000, none of Tyco's preference shares were
outstanding. Under the Tyco Bye-Laws, Tyco's Board of Directors may designate,
allot and issue preference shares from the authorized and unissued Preference
Shares from time to time in one or more series. Subject to limitations imposed
by law, Tyco's Memorandum of Association and Bye-Laws, the Board of Directors of
Tyco has the authority to fix the designations, rights and restrictions of each
series of preference shares as it deems appropriate, and the rights and
restrictions of any one series may differ in all or any respects from the rights
and restrictions of any other series of preference shares. These designations,
rights and restrictions for each series may include the following, among others:
- designation of the title of the series;
- the number of shares in the series;
- dividend rates;
- amounts payable on each series on redemption or return of capital;
- the terms and conditions of any conversion rights into Tyco common stock
or any other Tyco securities, including mandatory and optional conversion
provisions;
- voting rights;
- sinking fund provisions, if any; and
- special or relative rights in the event of liquidation, dissolution,
distribution or winding up or otherwise.
The prospectus supplement relating to each new series of preference shares
will specify the particular amount, price and terms of that new series.
DESCRIPTION OF THE DEPOSITARY SHARES
The following description is a summary of the terms of Tyco's depositary
shares. This summary is not complete. The prospectus supplement will describe
the specific terms of the depositary shares offered through that prospectus
supplement and any general terms outlined in this section that will not apply to
those depositary shares. Tyco will file with the SEC the form of deposit
agreement, including a form of depositary receipt, and investors should read the
forms of deposit agreement and depositary receipt relating to any series of
preference shares for information that may be important. In addition, this
summary is subject to the applicable provisions of Bermuda law, and to Tyco's
Memorandum of Association and Bye-Laws, which are filed as exhibits to the
registration statement related to this prospectus.
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GENERAL
Tyco may, at its option, elect to offer fractional interests in preference
shares, rather than full preference shares. If Tyco elects to offer fractional
interests, Tyco will cause a depositary to issue receipts for depositary shares,
each of which will represent a fractional interest in a share of a particular
series of preference shares. Each owner of a depositary share will be entitled,
in proportion to the applicable fractional interest in the preference shares
underlying that depositary share, to all rights and preferences of those
preference shares, including dividends, voting, redemption and liquidation
rights.
The preference shares underlying the depositary shares will be deposited
under a deposit agreement between Tyco, the depositary and the holders of the
depositary receipts evidencing the depositary shares. The depositary will be a
bank or trust company selected by Tyco. The depositary will act as the transfer
agent, registrar and dividend disbursing agent for the depositary shares.
Holders of depositary receipts will agree to be bound by the deposit
agreement, which requires holders to take specified actions such as filing proof
of residence and to pay specified charges.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash dividends or other cash
distributions received relating to the series of preference shares underlying
the depositary shares to the record holders of the depositary receipts in
proportion to the number of depositary shares owned by those record holders on
the relevant record date. The record date for payment of dividends on the
depositary shares will be the same as the record date for payment of dividends
on the preference shares.
If there is a distribution other than cash, the depositary will distribute
property received by it to the record holders of depositary receipts that are
entitled to receive the distribution. If the depositary determines that it is
not feasible to make the distribution in this manner, the depositary may, with
Tyco's approval, adopt another method for distribution. This method may include
selling the property and distributing the net proceeds to the holders.
CONVERSION AND EXCHANGE
If any series of preference shares underlying the depositary shares is
subject to conversion or exchange, the applicable prospectus supplement will
describe the rights or obligations of each record holder of depositary receipts
to convert or exchange the depositary shares.
LIQUIDATION PREFERENCE
In the event of a voluntary or involuntary liquidation, dissolution or
winding up of Tyco, the holders of each depositary share will be entitled to
receive the fraction of the liquidation preference accorded each share of the
applicable series of preference shares underlying the depositary share, as set
forth in the applicable prospectus supplement.
REDEMPTION
Whenever Tyco redeems preference shares held by the depositary, the
depositary will redeem as of the same redemption date the related depositary
shares, in whole or in part, from the proceeds received by the depositary from
the redemption. The redemption price per depositary share will be equal to the
applicable fraction of the redemption price and any other amounts per share
payable with respect to the preference shares.
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VOTING
Upon receipt of notice of any meeting at which the holders of preference
shares are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts. Each
record holder of those depositary receipts on the record date will be entitled
to instruct the depositary as to the exercise of the voting rights pertaining to
the amount of preference shares underlying that holder's depositary shares. The
record date for the depositary shares will be the same date as the record date
for the preference shares. The depositary will try, as far as practicable, to
vote the preference shares underlying the depositary shares in a manner
consistent with the instructions of the holders of the depositary receipts. Tyco
will agree to take all action that may be deemed necessary by the depositary to
enable the depositary to do so.
WITHDRAWAL OF THE PREFERENCE SHARES
Owners of the depositary shares are entitled, upon surrender of depositary
receipts at the principal office of the depositary and payment of any unpaid
amounts due the depositary, to receive the number of whole shares of preference
shares underlying the depositary shares. Partial shares of preference shares
will not be issued. If a holder delivers depositary receipts evidencing a number
of depositary shares that is more than a whole number of preference shares, the
depositary will issue to that holder a new depositary receipt evidencing that
excess number of depositary shares at the same time that the preference shares
are withdrawn. Holders of preference shares received in exchange for depositary
shares will no longer be entitled to deposit those preference shares under the
deposit agreement or to receive depositary receipts evidencing depositary shares
for those preference shares.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended at any time and from time to
time by agreement between Tyco and the depositary. However, any amendment that
materially and adversely alters the rights of the holders of depositary shares,
other than any change in fees, will not be effective unless the amendment has
been approved by at least a majority of the depositary shares then outstanding.
The deposit agreement will automatically terminate if:
- all outstanding depositary shares have been redeemed;
- there has been a final distribution relating to the preference shares in
connection with Tyco's dissolution, and that distribution has been made to
all holders of the depositary shares; or
- each related preference share is converted into Tyco capital stock that is
not represented by depositary shares.
CHARGES OF THE DEPOSITARY
Tyco will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangement. Tyco will also pay
charges of the depositary in connection with the initial deposit of the
preference shares and the initial issuance of the depositary shares, or any
redemption of the preference shares. Holders of depositary receipts will pay
transfer, income and other taxes and governmental charges and other charges
provided for in the deposit agreement. In some circumstances, the depositary may
refuse to transfer depositary shares, withhold dividends and distributions, and
may sell the depositary shares evidenced by depositary receipts, if related
charges are not paid.
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REPORTS TO HOLDERS
The depositary will forward to the holders of depositary receipts all
reports and communications Tyco delivers to the depositary that Tyco is required
to furnish to the holders of the related preference shares.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering a notice to Tyco of its
election to do so. Tyco may also remove the depositary at any time. Any
resignation or removal of the depositary will take effect upon the appointment
of a successor depositary and the successor depositary's acceptance of that
appointment.
LIABILITY AND LEGAL PROCEEDINGS
Neither Tyco nor the depositary will be liable if either is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the deposit agreement. Tyco's and the depositary's obligations
will be limited to performance in good faith of their duties under the deposit
agreement. Neither Tyco nor the depositary will be obligated to prosecute or
defend any legal proceeding in respect of any depositary shares or preference
shares unless satisfactory indemnity is furnished. Tyco and the depositary may
rely on written advice of counsel or accountants, on information provided by
holders of depositary receipts or other persons believed in good faith to be
competent to give that information and on documents believed to be genuine and
to have been signed or presented by the proper persons.
DESCRIPTION OF THE COMMON SHARES
The following description is a summary of the terms of Tyco's common shares.
This description is not complete and is subject to the applicable provisions of
Bermuda law and Tyco's Memorandum of Association and Bye-Laws, which are filed
as exhibits to the registration statement related to this prospectus. Tyco has
authorized 2,500,000,000 common shares. As of June 30, 2000 there were
1,687,309,234 common shares outstanding.
DIVIDENDS
Tyco's Board of Directors may declare dividends out of Tyco's available
profits as long as there are no reasonable grounds for believing that:
- Tyco is, or after payment of the dividend would be, unable to pay its
liabilities as they become due, or
- the realizable value of Tyco's assets would thereby be less than the
aggregate of its liabilities and its issued share capital and share
premium accounts.
Subject to special rights of any other Tyco shares, all dividends are
payable according to the amounts paid or credited as paid on common shares.
Dividends are normally payable in U.S. dollars, but holders with a registered
address in the United Kingdom and other countries outside the United States may
receive payment in another currency. Any dividend that is unclaimed may be
invested or otherwise made use of by Tyco's Board, and after a period of
12 years is forfeited and reverts to Tyco.
VOTING RIGHTS
At any general meeting, votes may be given in person or by proxy. Tyco's
Bye-Laws require that any proxy must be a shareholder of Tyco. Under Tyco's
Bye-Laws, not less than two holders of common
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shares present, in person or by proxy, constitute a quorum at a general meeting
except as provided under "Variation of Rights" below.
Under Bermuda law, questions proposed for consideration at a company's
general meeting are decided by a simple majority vote or by the vote required by
the bye-laws, except where a larger majority is required by law. Any question
proposed for consideration at a general meeting may be decided on a show of
hands, in which each shareholder present in person or by proxy is entitled to
one vote and casts this vote by raising his or her hand, unless, before or on
the declaration of the result of a show of hands, a poll is demanded by
- the Chairman of the meeting;
- at least three shareholders present in person or represented by proxy;
- any shareholder or shareholders present in person or represented by proxy
holding individually or between them at least 10% of the total voting
rights of all shareholders having the right to vote at the meeting; or
- a shareholder or shareholders present in person or by proxy holding shares
conferring the right to vote at the meeting and on which an aggregate sum
has been paid equal to at least 10% of the total sum paid up on all shares
entitled to vote.
Tyco's Bye-Laws provide that a shareholder is not entitled, except as proxy
for another shareholder, to be present or vote at any meeting, either personally
or by proxy, in respect of any share held by the shareholder (whether alone or
jointly with any other person) on which there shall not have been paid all calls
due and payable, together with interest and expenses. Tyco's Bye-Laws also
provide that any person who is known or believed by Tyco to be interested in
common shares, and who has failed to comply with a notice from Tyco requesting
specified information regarding that person's interest in common shares, will
lose voting rights for the period the shareholder fails to comply with the
notice, plus an additional 90 days. In addition, a shareholder loses voting
rights,
- if the shareholder has failed to comply with a notice under Tyco's
Bye-Laws requiring the shareholder to make an offer in accordance with the
City Code on Takeovers and Mergers of the United Kingdom, as applied by
Tyco's Bye-Laws, or, as the case may be, in accordance with Tyco's
Bye-Laws,
- for a period of 180 days if the shareholder acquires three percent or more
of the issued share capital of any class of Tyco, either alone or in
concert with others, and fails to notify Tyco of the acquisition within
two days, or, already possessing three percent or more of the issued share
capital of any class of Tyco, fails to notify Tyco of a change in the
shareholder's interests amounting to one percent or more of the share
capital of any class, provided that Tyco notifies the shareholder of the
loss of the voting rights.
LIQUIDATION
On a liquidation of Tyco, holders of common shares are entitled to receive
any assets remaining after the payment of Tyco's debts and the expenses of the
liquidation, subject to special rights of any other class of shares.
SUSPENSION OF RIGHTS
In certain circumstances, the rights of a shareholder to vote and to receive
any payment or income or capital in respect of a common share may be suspended.
Those circumstances include failure to provide information about ownership of
and other interests in common shares, if so required in accordance with Tyco's
Bye-Laws, as discussed above under "Voting Rights."
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VARIATION OF RIGHTS
If, at any time, the share capital of Tyco is divided into different classes
of shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may be varied with written consent
of the holders of three-fourths of the issued shares of that class, or by
resolution passed at a separate general meeting by a majority of three-fourths
of the holders of the shares of that class voting in person or by proxy. Under
Tyco's Bye-Laws, three shareholders holding not less than one-third of the
issued shares of a class, in person or by proxy, constitute a quorum at a
general meeting held for this purpose. At any adjournment of this meeting, two
shareholders of that class, in person or by proxy, constitute a quorum,
irrespective of the amount of their holdings.
SALE, LEASE OR EXCHANGE OF ASSETS AND MERGERS
Under Bermuda law, there is no requirement for a company's shareholders to
approve a sale, lease or exchange of all or substantially all of a company's
property and assets. Bermuda law provides that a company may enter into a
compromise or arrangement in connection with a scheme for the reconstruction of
the company on terms that include, among other things, the transfer of all or
part of the undertaking or the property of the company to another company. Any
compromise or arrangement of this kind requires the approval of a majority in
number representing three-fourths in value of the creditors or shareholders or
class of shareholders, as the case may be, present and voting either in person
or by proxy at the meeting, and the sanction of the Bermuda Supreme Court.
Under Bermuda law, unless the company's bye-laws provide otherwise, an
amalgamation requires the approval of the holders of at least three-fourths of
those voting at a meeting of shareholders at which a requisite quorum is
present. Tyco's Bye-Laws do not contain any contrary provisions. For purposes of
approval of an amalgamation, all shares, whether or not otherwise entitled to
vote, carry the right to vote. A separate vote of a class of shares is required
if the rights of that class would be altered by virtue of the amalgamation.
SHARE ACQUISITIONS, BUSINESS COMBINATIONS AND RELATED PROVISIONS
Under Tyco's Bye-Law 104(1)(A), if any person, whether as a result of one
transaction or a series of transactions, would be obligated to make an offer to
Tyco's security holders under the Rules of the City Code, Tyco's Board may
require that person to make an offer as if the City Code applied to Tyco. The
City Code provides that, when any person (and persons acting in concert with
that person) acquires shares which carry 30% or more of the voting rights of a
company, that person must make an offer for all shares of any class of equity
share capital (whether voting or non-voting) and also any voting non-equity
share capital in which that person or persons hold shares. The offer must be for
cash or offer a cash alternative, in each case at not less than the highest
price paid (in cash or otherwise) by the offeror, or anyone acting in concert
with the offeror, for shares of the same class during the offer period and
within the 12 months before commencement of the offer.
Tyco's Bye-Law 104(3) further provides that, where any person is interested
in 30% or more of Tyco's outstanding common shares, Tyco's Board may serve a
notice requiring that person to make an offer for all of the outstanding
securities of Tyco if Tyco's Board determines that an offer under Tyco's Bye-Law
104(1)(A) is not expedient, or if a person required to make the offer fails to
do so. This offer must be made within 30 days of the demand on terms that
payment in full therefor will be made within 21 days of the offer becoming
unconditional in all respects. If Tyco's Board serves a notice under this
provision, the directors may also require that the offeror offer to purchase
securities of Tyco convertible into voting or non-voting shares of Tyco on terms
considered "fair and reasonable" by the directors in their sole discretion.
Unless Tyco's Board otherwise agrees, the offer must be for cash or must
offer a cash alternative at not less than the highest price paid by the offeror,
or any person acting in concert with the offeror,
16
<PAGE>
for shares of that class within the preceding 12 months or, if that price is
unavailable or inappropriate, at a price fixed by the directors. Any offer of
this kind must remain open for at least 14 days after the date on which it
becomes unconditional as to acceptances.
Tyco's Bye-Law 104(1)(B) provides that when any person has acquired, is in
the process of acquiring, or appears to Tyco's Board likely to acquire an
interest in shares of the Tyco in circumstances in which that person would be
subject to the "Rules Governing Substantial Acquisitions of Shares" issued by
the Takeover Panel of the United Kingdom, the directors may give notice
requiring that person to comply with these rules. If that person fails to
comply, the directors may give further notice requiring that person, within
28 days of the date of the notice, to dispose, or to procure the disposal by any
person with whom the person has acted in concert, of any interest in shares
acquired. These rules provide that a person may not, in any period of seven
days, acquire shares representing 10% or more of the voting rights in a company
if these shares, aggregated with shares already held by the purchaser, would
carry 15% or more, but less than 30%, of the voting rights of the company. The
rules do not apply to an acquisition from a single shareholder if the
acquisition is the only acquisition within a seven-day period and do not apply
to a person who acquires 30% or more of the voting rights in a company.
Under Tyco's Bye-Laws, any person who acquires an interest in three percent
or more of the issued share capital of any class of Tyco is required to notify
Tyco of that interest and of any change in that person's interest amounting to
one percent or more of the issued capital of any class. This notification must
be made within two days (Saturday and Sundays excluded) after the relevant
event. In determining the percentage interest of any person for these purposes
and for the purposes of Bye-Law 104, interests of persons acting in concert may
be aggregated.
PLAN OF DISTRIBUTION
Tyco may sell securities to or through underwriters or dealers, through
underwriting syndicates led by one or more managing underwriters, through or in
connection with hedging transactions or directly to other purchasers or through
agents. Each prospectus supplement will describe the method of distribution of
the offered securities, the purchase price and the proceeds Tyco will receive
from such sale, any initial public offering price and any securities exchanges
on which the securities of such series may be listed.
The distribution of the securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of securities, underwriters may receive
compensation from Tyco or from purchasers of securities for whom they may act as
agents in the form of discounts, concessions, or commissions. Underwriters may
sell securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions, or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agents. Dealers,
and agents that participate in the distribution of securities may be deemed to
be underwriters, and any discounts or commissions received by them from Tyco and
any profit on the resale of securities by them may be deemed to be underwriting
discounts and commissions, under the Securities Act of 1933. Any such
underwriter or agent will be identified, and any such compensation received from
Tyco will be described, in the prospectus supplement.
Underwriters and agents who participate in the distribution of securities
may be entitled under agreements which may be entered into by Tyco to
indemnification by Tyco against certain liabilities, including liabilities under
the Securities Act of 1933, or to contribution with respect to payments which
the agents or underwriters may be required to make relating to such liabilities.
17
<PAGE>
If so indicated in the applicable prospectus supplement, Tyco will authorize
underwriters or other persons acting as Tyco's agents to solicit offers by
certain institutions to purchase offered securities from Tyco pursuant to
contracts providing for payment and delivery on a future date. The applicable
prospectus supplement will also set forth the conditions to these contracts and
the commissions payable for solicitation of such contracts. Institutions with
which such contracts may be made include:
- commercial and savings banks,
- insurance companies,
- pension funds,
- investment companies, and
- educational and charitable institutions and others,
but in all cases such institutions must be approved by Tyco. The obligations of
any purchaser under any such contract will be subject to the condition that the
purchase of the offered securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any responsibility
in respect of the validity or performance of such contracts.
Some or all of the offered securities, other than Tyco common shares, will
be a new issue or issues of securities with no established trading market. Any
common shares offered by this prospectus will be listed on the New York Stock
Exchange (or the then other principal trading market), the Bermuda Stock
Exchange and the London Stock Exchange. Unless otherwise indicated in a
prospectus supplement, Tyco does not currently intend to list any offered debt
securities or preference shares on any securities exchange. No assurance can be
given that the underwriters, dealers or agents, if any, involved in the sale of
the offered securities will make a market in such offered securities. Whether or
not any of the offered securities are listed on a national securities exchange
or the underwriters, dealers or agents, if any, involved in the sale of the
offered securities make a market in such offered securities, no assurance can be
given as to the liquidity of the trading market for such offered securities.
To facilitate an offering of securities, certain persons participating in
the offering may engage in transactions that stabilize, maintain, or otherwise
affect the price of the securities. This may include over-allotments or short
sales of the securities, which involves the sale by persons participating in the
offering of more securities than have been sold to them by Tyco. In addition, to
cover such over-allotments or short positions, the persons may purchase in the
open market or exercise the over-allotment option granted to such persons. In
addition, such persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by imposing penalty
bids, whereby selling concessions allowed to dealers participating in any such
offering may be reclaimed if securities sold by them are repurchased in
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the securities above independent
market levels. The persons participating in any offering are not required to
engage in these activities, and may end any of these activities at any time.
Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for Tyco and its subsidiaries
and affiliates in the ordinary course of business for which they receive
customary compensation.
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES
Tyco is organized under the laws of Bermuda. Tyco is a holding company but
has significant operating subsidiaries, and a substantial portion of its assets,
located outside of the United States. As a result, it may be difficult for
holders of Tyco securities to serve notice of a lawsuit on Tyco within the
18
<PAGE>
United States. It may also be difficult for Tyco security holders to enforce, in
Bermuda, judgments obtained in United States courts. Furthermore, Tyco's Bermuda
counsel, Appleby Spurling & Kempe, has advised Tyco that there is some doubt as
to the enforcement in Bermuda, in original actions or in actions for enforcement
of judgments of United States courts, of liabilities predicated upon United
States federal securities laws (including civil liabilities under such laws),
although Bermuda courts will generally enforce foreign judgments for liquidated
amounts in civil matters subject to some conditions and exceptions.
LEGAL MATTERS
Certain U.S. legal matters regarding the securities will be passed upon for
Tyco by Wilmer, Cutler & Pickering, Washington, D.C. Certain matters under the
laws of Bermuda related to the securities will be passed upon for Tyco by
Appleby Spurling & Kempe, Hamilton, Bermuda, Bermuda counsel to Tyco.
Michael L. Jones, Secretary of Tyco, is a partner of Appleby Spurling & Kempe.
Wilmer, Cutler & Pickering will rely on Appleby Spurling & Kempe with respect to
matters of Bermuda law.
EXPERTS
The consolidated financial statements and financial statement schedule of
Tyco as of September 30, 1999 and 1998, and for the years ended September 30,
1999 and 1998 and the nine months ended September 30, 1997, included in Tyco's
Annual Report on Form 10-K/A filed on June 26, 2000, and incorporated by
reference in this document, have been audited by PricewaterhouseCoopers,
independent accountants, as set forth in their report included therein. In its
report, that firm states that with respect to certain subsidiaries its opinion
is based upon the reports of other independent accountants, namely Deloitte &
Touche LLP (as it relates to the consolidated statements of operations, changes
in stockholders' equity and cash flows of United States Surgical Corporation and
its subsidiaries for the nine-month period ended September 30, 1997 and the
related financial statement schedule for the nine-month period ended
September 30, 1997) and Arthur Andersen LLP (as it relates to the consolidated
balance sheet of AMP Incorporated and subsidiaries as of September 30, 1998 and
the related consolidated statements of income, shareholders' equity and cash
flows for the year ended September 30, 1998 and the nine months ended
September 30, 1997). The consolidated financial statements and financial
statement schedule referred to above have been incorporated herein in reliance
on said reports given on the authority of such firms as experts in auditing and
accounting.
19
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution of
the Securities covered by this registration statement are as follows:
<TABLE>
<S> <C>
SEC registration fee (actual)........................... $ 660,000
Printing and engraving expenses......................... $ 250,000
Legal fees and expenses................................. $ 200,000
Accounting fees and expenses............................ $ 100,000
Miscellaneous........................................... $ 94,000
----------
Total............................................. $1,304,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bye-Law 102 of Tyco's Bye-Laws provides, in part, that Tyco shall indemnify
its directors and other officers for all costs, losses and expenses which they
may incur in the performance of their duties as director or officer, provided
that such indemnification is not otherwise prohibited under the Companies Act
1981 (as amended) of Bermuda. Section 98 of the Companies Act 1981 (as amended)
prohibits such indemnification against any liability arising out of fraud or
dishonesty of the director or officer. However, such section permits Tyco to
indemnify a director or officer against any liability incurred by him in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favor or in which he is acquitted or when other similar relief is granted
to him.
Tyco maintains $100 million of insurance to reimburse the directors and
officers of Tyco and its subsidiaries, for charges and expenses incurred by them
for wrongful acts claimed against them by reason of their being or having been
directors or officers of Tyco or any of its subsidiaries. Such insurance
specifically excludes reimbursement of any director or officer for any charge or
expense incurred in connection with various designated matters, including libel
or slander, illegally obtained personal profits, profits recovered by Tyco
pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
3.1 Memorandum of Association (incorporated by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992)
3.2 Certificate of Incorporation on change of name (incorporated
by reference to Exhibit 3.2 to the Registrant's Current
Report on Form 8-K filed July 10, 1997)
3.3 Bye-Laws of Tyco (incorporated by reference to Exhibit 3.3
to the Registrant's Form S-3 filed April 23, 1998 (File
No. 333-50855) and to Exhibit 3.5 to the Registrant's
Current Report on Form 8-K filed September 14, 1999)
4.1 Form of Senior Indenture (incorporated by reference to
Exhibit 4.5 to the Registrant's Form S-3 filed February 13,
1998 (File No. 333-43333))
4.2 Form of Subordinated Indenture
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.3 Form of Common Share Certificate (incorporated by reference
to Exhibit 4.7 to the Registrant's Form S-3 filed
February 13, 1998 (File No. 333-43333))
4.4 Form of Preference Share Certificate*
4.5 Form of Deposit Agreement*
5.1 Opinion of Appleby Spurling & Kempe*
5.2 Opinion of Wilmer, Cutler & Pickering*
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Appleby Spurling & Kempe (contained in the
opinion filed as Exhibit 5.1 hereto)*
23.5 Consent of Wilmer, Cutler & Pickering (contained in the
opinion filed as Exhibit 5.2 hereto)*
24 Powers of Attorney (contained on the signature pages hereto)
25.1 Statement of Eligibility of Trustee on Form T-1 for Senior
Indenture (incorporated by reference to Exhibit 25 to the
Registrant's Form S-3 filed February 13, 1998 (File
No. 333-43333))
25.2 Statement of Eligibility of Trustee on Form T-1 for
Subordinated Indenture*
</TABLE>
------------------------
* To be filed by amendment or under cover of Form 8-K and incorporated herein
by reference.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the maximum aggregate offering price may be reflected in
the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b), if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
II-2
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities and Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant, pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<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-3 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 18th day of
August, 2000.
<TABLE>
<S> <C> <C>
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
-----------------------------------------
Mark H. Swartz
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints L. DENNIS KOZLOWSKI AND MARK H. SWARTZ, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this registration statement (including all pre-effective and
post-effective amendments thereto and all registration statements filed pursuant
to Rule 462(b) which incorporate this registration statement by reference), and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on August 18,
2000 in the capacities indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ L. DENNIS KOZLOWSKI Chairman of the Board, President,
------------------------------------------- Chief Executive Officer and Director
L. Dennis Kozlowski (Principal Executive Officer)
/s/ MICHAEL A. ASHCROFT Director
-------------------------------------------
Michael A. Ashcroft
/s/ JOSHUA M. BERMAN Director and Vice President
-------------------------------------------
Joshua M. Berman
/s/ RICHARD S. BODMAN Director
-------------------------------------------
Richard S. Bodman
/s/ JOHN F. FORT Director
-------------------------------------------
John F. Fort
/s/ STEPHEN W. FOSS Director
-------------------------------------------
Stephen W. Foss
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ PHILIP M. HAMPTON Director
-------------------------------------------
Philip M. Hampton
</TABLE>
<TABLE>
<CAPTION>
/s/ WENDY E. LANE
----------------------------------------------------- Director
Wendy E. Lane
<C> <S>
/s/ JAMES S. PASMAN, JR. Director
-------------------------------------------
James S. Pasman, Jr.
/s/ W. PETER SLUSSER Director
-------------------------------------------
W. Peter Slusser
/s/ MARK H. SWARTZ Executive Vice President and
------------------------------------------- Chief Financial Officer
Mark H. Swartz (Principal Financial and Accounting Officer)
/s/ FRANK E. WALSH, JR. Director
-------------------------------------------
Frank E. Walsh, Jr.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
3.1 Memorandum of Association (incorporated by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992)
3.2 Certificate of Incorporation on change of name (incorporated
by reference to Exhibit 3.2 to the Registrant's Current
Report on Form 8-K filed July 10, 1997)
3.3 Bye-Laws of Tyco (incorporated by reference to Exhibit 3.3
to the Registrant's Form S-3 filed April 23, 1998 (File
No. 333-50855) and to Exhibit 3.5 to the Registrant's
Current Report on Form 8-K filed September 14, 1999)
4.1 Form of Senior Indenture (incorporated by reference to
Exhibit 4.5 to the Registrant's Form S-3 filed February 13,
1998 (File No. 333-43333))
4.2 Form of Subordinated Indenture
4.3 Form of Common Share Certificate (incorporated by reference
to Exhibit 4.7 to the Registrant's Form S-3 filed
February 13, 1998 (File No. 333-43333))
4.4 Form of Preference Share Certificate*
4.5 Form of Deposit Agreement*
5.1 Opinion of Appleby Spurling & Kempe*
5.2 Opinion of Wilmer, Cutler & Pickering*
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Appleby Spurling & Kempe (contained in the
opinion filed as Exhibit 5.1 hereto)*
23.5 Consent of Wilmer, Cutler & Pickering (contained in the
opinion filed as Exhibit 5.2 hereto)*
24 Powers of Attorney (contained on the signature pages hereto)
25.1 Statement of Eligibility of Trustee on Form T-1 for Senior
Indenture (incorporated by reference to Exhibit 25 to the
Registrant's Form S-3 filed February 13, 1998 (File
No. 333-43333))
25.2 Statement of Eligibility of Trustee on Form T-1 for
Subordinated Indenture*
</TABLE>
------------------------
* To be filed by amendment or under cover of Form 8-K and incorporated herein
by reference.
