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Filed pursuant to Rule 424(b)(3)
File Number 333-51548
PROSPECTUS SUPPLEMENT NO. 1
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$4,657,500,000
TYCO INTERNATIONAL LTD.
LIQUID YIELD OPTION (TM) NOTES DUE 2020
(ZERO COUPON -- SENIOR)
AND
COMMON SHARES ISSUABLE UPON
CONVERSION AND/OR PURCHASE OF THE LYONS
This prospectus supplement supplements the prospectus dated December
18, 2000 of Tyco International Ltd. relating to the sale by certain of our
securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of our securityholders' interests) of
up to $4,657,500,000 aggregate principal amount at maturity of LYONs and the
common shares issuable upon conversion, and/or purchase by us, of the LYONs. You
should read this prospectus supplement in conjunction with the prospectus, and
this prospectus supplement is qualified by reference to the prospectus, except
to the extent that the information in this prospectus supplement supersedes the
information contained in the prospectus. Capitalized terms used in this
prospectus supplement and not otherwise defined herein have the meanings
specified in the prospectus.
The table of Selling Securityholders contained in the prospectus is
hereby amended to add the entities who are named below as selling
securityholders.
<TABLE>
<CAPTION>
Aggregate
Principal
Amount at Percentage
Maturity of Percentage Number of Common of Common
LYONs That May of LYONs Shares That May Shares
Name be Sold Outstanding be Sold(1) Outstanding(2)
---- ------- ----------- ---------- --------------
<S> <C> <C> <C> <C>
AIG SoundShore Holdings Ltd..................... $22,250,000 * 229,206 *
AIG SoundShore Opportunity Holding
Fund Ltd........................................ 15,000,000 * 154,521 *
AIG SoundShore Strategic Holding
Fund Ltd....................................... 12,750,000 * 131,342 *
Argent Classic Convertible Arbitrage
Fund L.P........................................ 10,000,000 * 103,014 *
Argent Classic Convertible Arbitrage
Fund (Bermuda) L.P.............................. 40,000,000 * 412,056 *
Argent Convertible Arbitrage
Fund Ltd........................................ 15,000,000 * 154,521 *
Capital Markets Transactions Inc................ 8,500,000 * 87,561 *
Chase Manhattan International................... 130,000,000 2.8% 1,339,182 *
Goldman Sachs and Company....................... 2,800,000 * 28,843 *
JMG Convertible Investments LP.................. 55,000,000 1.2 566,577 *
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
JMG Triton Offshore Fund, Ltd................... 110,900,000 2.4 1,142,425 *
McMahan Securities Co. L.P...................... 500,000 * 5,150 *
R2 Investments, LDC............................. 175,000,000 3.8 1,802,745 *
Tribeca Investments LLC......................... 154,000,000 3.3 1,586,415 *
</TABLE>
Additionally, the following represents updated information regarding the selling
securityholders listed in the Selling Securityholder table in the prospectus:
<TABLE>
<CAPTION>
Aggregate
Principal
Amount at Number of
Maturity of Percentage of Common Shares Percentage of
LYONs That May LYONs That May be Common Shares
Name be Sold Outstanding Sold(1) Outstanding(2)
---- ------- ----------- ------- --------------
All other holders of LYONs or future
transferees, pledgees, donees,
assignees or successors of any such
<S> <C> <C> <C> <C>
holders (3)(4)........................ 3,457,854,000 74.2% 35,620,737 2.0%
</TABLE>
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* Less than one percent (1%).
(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
10.3014 common shares per $1,000 principal amount at maturity of the
LYONs. This conversion rate is subject to adjustment, however, as
described under "Description of the LYONs--Conversion
Rights--Conversion Rate and Delivery of Common Shares." As a result,
the number of common shares issuable upon conversion of the LYONs may
increase or decrease in the future. Does not include common shares that
may be issued by us upon purchase of LYONs by us at the option of the
holder.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
1,748,649,762 common shares outstanding as of December 6, 2000. In
calculating this amount for each holder, we treated as outstanding the
number of common shares issuable upon conversion of all of that
holder's LYONs, but we did not assume conversion of any other holder's
LYONs. Does not include common shares that may be issued by us upon
purchase of LYONs by us at the option of the holder.
(3) Information about other selling securityholders will be set forth in
prospectus supplements, if required.
(4) Assumes that any other holders of LYONs, or any future pledgees,
donees, assignees, transferees or successors of or from any such other
holders of LYONs, do not beneficially own any common shares other than
the common shares issuable upon conversion of the LYONs at the initial
conversion rate.
Investing in the LYONs involves risks that are described in the "Risk
Factors Relating to the LYONs" section beginning on page 12 of the prospectus.
Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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The date of this prospectus supplement is December 21, 2000.
(TM)Trademark of Merrill Lynch & Co., Inc.
