TYCO INTERNATIONAL LTD /BER/
8-K, 2000-11-01
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): October 17, 2000


                                    001-13836
                            (Commission File Number)
                         ------------------------------


                             TYCO INTERNATIONAL LTD.
             (Exact name of registrant as specified in its charter)


                Bermuda                                    Not applicable
        (State of Incorporation)                           (IRS Employer
                                                        Identification Number)


   The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda
              (Address of registrant's principal executive office)


                                  441-292-8674*
                         (Registrant's telephone number)
                         ------------------------------

*The executive offices of Registrant's principal United States subsidiaries are
             located at One Tyco Park, Exeter, New Hampshire 03833.
                 The telephone number there is (603) 778-9700.

<PAGE>


Item 5.     Other Events

            On October 17, 2000,  Tyco  International  Ltd.,  a Bermuda  company
("Tyco"),  announced the  consummation  of the merger of EVM Merger Corp., a New
York corporation and an indirect wholly-owned subsidiary of Tyco ("Merger Sub"),
with and into Mallinckrodt Inc., a New York corporation  ("Mallinckrodt").  As a
result of the merger, Mallinckrodt became an indirect wholly-owned subsidiary of
Tyco and each share of Mallinckrodt  common stock  outstanding as of October 17,
2000 was converted  into the right to receive 0.9384 Tyco common shares and cash
in lieu of fractional shares.

            A copy of the press  release of Tyco,  dated  October 17,  2000,  is
attached  as  Exhibit  99.1  to this  Form  8-K and is  incorporated  herein  by
reference.


Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits

            (c)  Exhibits

            99.1  Press release of Tyco International Ltd., dated October 17,
                  2000.

<PAGE>


                                    SIGNATURE

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date: November 1, 2000

                                   TYCO INTERNATIONAL LTD.



                                   By: /s/ Mark H. Swartz
                                       ------------------------------------
                                       Mark H. Swartz
                                       Executive Vice President and
                                       Chief Financial Officer
                                       (Principal Accounting and Financial
                                       Officer)


<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number     Description
------     -----------

99.1       Press Release of Tyco International Ltd., dated October 17, 2000.




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