<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-49662
PROSPECTUS
[LOGO]
2,180,010 Common Shares
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This prospectus relates to 2,180,010 common shares of Tyco International
Ltd. that may be offered for sale or otherwise transferred from time to time by
one or more of the selling shareholders who are listed beginning on page 6 of
this document. Tyco will not receive any of the proceeds from the sale of the
shares offered by the selling shareholders.
All of the 2,180,010 common shares offered hereby were acquired by the
selling shareholders from us in connection with our October 26, 2000
acquisition of CIGI Investment Group, Inc. See "Selling Shareholders."
Tyco will pay all expenses of registering the common shares for resale by
the selling shareholders, but the selling shareholders will pay any brokerage
commissions, discounts and fees. A selling shareholder's net proceeds from its
sale of shares will be the sales price of the shares sold, less any brokerage
commissions, discounts and fees. The offering of the shares will not be
underwritten.
Tyco's common shares are traded on the New York Stock Exchange and on the
Bermuda Stock Exchange under the symbol "TYC" and on the London Stock Exchange
under the symbol "TYI". On November 27, 2000, the closing price for Tyco common
shares, as reported on the New York Stock Exchange, was U.S.$56.125 per share.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission 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.
This document 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.
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The date of this prospectus is December 1, 2000.
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TABLE OF CONTENTS
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Page
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<S> <C>
Where You Can Find More Information........................................ 1
Forward Looking Information................................................ 3
The Company................................................................ 4
Current Developments....................................................... 4
Use of Proceeds............................................................ 5
Selling Shareholders....................................................... 6
Plan of Distribution....................................................... 8
Legal Matters.............................................................. 9
Experts.................................................................... 9
</TABLE>
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WHERE YOU CAN FIND MORE INFORMATION
Tyco files annual, quarterly and special reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934. You may
read and copy this information at the following locations of the SEC:
Public Reference Room North East Regional Midwest Regional Office
450 Fifth Street, N.W. Office 500 West Madison Street
Room 1024 7 World Trade Center Suite 1400
Washington, DC 20549 Suite 1300 Chicago, Illinois 60661
New York, New York 10048
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, DC
20549, at prescribed rates.
The SEC also maintains a web site that contains reports, proxy statements
and other information about issuers, like Tyco, who file electronically with
the SEC. The address of that site is www.sec.gov.
You can also inspect reports, proxy statements and other information about
Tyco at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information contained directly in this
prospectus. This prospectus incorporates by reference the documents set forth
below that Tyco has previously filed with the SEC. These documents contain
important information about Tyco and its finances.
<TABLE>
<CAPTION>
TYCO SEC FILINGS (File No. 001-13836) PERIOD
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<S> <C>
Annual Report on Forms 10-K and 10-K/A Fiscal year ended September 30, 1999
Quarterly Reports on Forms 10-Q and 10-Q/A Quarterly periods ended December 31, 1999,
March 31, 2000 and June 30, 2000
<CAPTION>
Current Reports on Form 8-K Filed on December 9, 1999, December 10,
1999, January 20, 2000, July 14, 2000,
November 1, 2000 and November 15, 2000
The description of Tyco common shares as set Filed on March 1, 1999
forth
in its Registration Statement on Form 8-A/A
</TABLE>
All documents filed by Tyco with the SEC from the date of this prospectus to
the end of the offering of common shares under this document shall also be
deemed to be incorporated herein by reference.
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 filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this document.
1
<PAGE>
We have not authorized anyone to give any information or make any
representation about the offering that is different from, or in addition to,
that contained in this prospectus or in any of the materials that we have
incorporated by reference into this prospectus. Therefore, if anyone does give
you information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
securities offered by this document are unlawful, or if you are a person to
whom it is unlawful to direct these types of activities, then the offer
presented in this document does not extend to you. The information contained in
this document speaks only as of the date of this document unless the
information specifically indicates that another date applies.
2
<PAGE>
FORWARD LOOKING INFORMATION
Certain statements contained or incorporated by reference in this document
are "forward looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. All forward looking statements
involve risks and uncertainties. In particular, any statement 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) by Tyco's majority owned subsidiary, TyCom Ltd.
3
<PAGE>
THE COMPANY
Tyco is a diversified manufacturing and service company that, through its
subsidiaries:
. designs, manufactures and distributes electrical and electronic
components;
. designs, engineers, manufactures, installs and services undersea cable
communications systems;
. designs, manufactures and distributes disposable medical supplies and
other specialty products;
. 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 operates in more than 100 countries around the world and has announced
revenues for its fiscal year ended September 30, 2000 of approximately $28.9
billion.
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 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's common shares are listed on the New York Stock Exchange and the
Bermuda Stock Exchange under the symbol "TYC" and on the London Stock Exchange
under the symbol "TYI".
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.
For additional information regarding the business of Tyco, please see Tyco's
Forms 10-K and 10-K/A and other filings of Tyco with the SEC which are
incorporated by reference into this document. See "Where You Can Find More
Information."
CURRENT DEVELOPMENTS
On November 17, 2000, Tyco completed a private placement offering of
$4,657,500,000 principal at maturity of zero-coupon debt securities due 2020
for aggregate net proceeds of approximately $3,374,000,000. Each $1,000
principal amount at maturity security was issued at 74.165%, accretes at a rate
of 1.5% per annum and is convertible into 10.3014 Tyco common shares if certain
conditions are met. Tyco may be required to repurchase the securities at the
accreted value at the option of the holders on November 17, 2001, 2003, 2005,
2007 or 2014. The proceeds of this offering will be used to finance the LPS
acquisition and to repay commercial paper.
On November 13, 2000, Tyco agreed to acquire the Lucent Power Systems
("LPS") business unit of Lucent Technologies, Inc. for $2.5 billion in cash.
LPS provides a full line of energy solutions and power products for
telecommunications service providers and for the computer industry and will be
integrated within the Electronics segment. LPS products include AC/DC and DC/DC
switching power supplies, batteries, power supplies and back-up power systems.
The acquisition is subject to customary regulatory approvals.
4
<PAGE>
On October 24, 2000, Tyco announced its results for the fourth quarter of
fiscal 2000, the three months ended September 30, 2000. For the fiscal 2000
fourth quarter, income before restructuring and other non-recurring credits,
charges, gain and extraordinary items was $1.10 billion, or $0.64 per diluted
share, as compared to $782.7 million, or $0.46 per diluted share, for the
quarter ended September 30, 1999. After giving effect to restructuring and
other non-recurring credits, charges, gain and extraordinary items, net income
for the fourth quarter of fiscal 2000 was $1.91 billion, or $1.12 per diluted
share, compared to $780.5 million, or $0.46 per diluted share, in the fourth
quarter of fiscal 1999. Results in the fourth quarter of fiscal 2000 included a
$1.76 billion pretax gain from the initial public offering of TyCom Ltd. Fourth
quarter sales rose 25% to $7.81 billion, up from $6.22 billion a year ago.
For fiscal 2000, revenues increased to $28.93 billion, up 29% from revenues
of $22.50 billion in fiscal 1999. Income before restructuring and other non-
recurring credits, charges, gain and extraordinary items rose to $3.73 billion,
or $2.18 per diluted share, a 42% increase over $1.53 per diluted share in
fiscal 1999. After giving effect to restructuring and other non-recurring
credits, charges, gain and extraordinary items, net income for fiscal 2000 was
$4.52 billion, or $2.64 per diluted share, compared to $1.02 billion or $0.61
per diluted share, in fiscal 1999.
The following segment discussion is presented before merger, restructuring
and other non-recurring credits, charges, gain and extraordinary items
consistent with Tyco management's view of operations. Quarterly operating
profits at Tyco Electronics increased 69% to $746.8 million in the fiscal 2000
fourth quarter as compared to $441.6 million in the quarter ended September 30,
1999. Operating profits at Tyco Telecommunications increased 95% to $144.2
million in the fiscal 2000 fourth quarter as compared to $74.0 million in the
quarter ended September 30, 1999. Operating profits at Tyco Healthcare and
Specialty Products increased 9% to $404.3 million in the fiscal 2000 fourth
quarter as compared to $372.1 million in the quarter ended September 30, 1999.
Operating profits at Tyco Fire and Security Services increased 22% to
$307.5 million in the fiscal 2000 fourth quarter as compared to $253.2 million
in the quarter ended September 30, 1999. Operating profits at Tyco Flow Control
Products and Services increased 14% to $200.3 million in the fiscal 2000 fourth
quarter as compared to $175.8 million in the quarter ended September 30, 1999.
The operating profits of Tyco's five business segments are stated before
deduction of general corporate expenses, goodwill amortization, interest
expense and taxes.
On October 17, 2000, Tyco acquired Mallinckrodt Inc. ("Mallinckrodt"), a
global healthcare company with products used primarily for respiratory care,
diagnostic imaging and pain relief. Tyco issued approximately 64.8 million
common shares, valued at approximately $3.2 billion, and assumed approximately
$1.0 billion in debt. Mallinckrodt is being integrated within Tyco's Healthcare
group. Tyco is accounting for the acquisition as a purchase.
On October 6, 2000, Tyco sold its ADT Automotive business to Manheim
Auctions, Inc., a wholly owned subsidiary of Cox Enterprises, Inc., for
approximately $1 billion in cash. The sale is expected to generate a one-time
pre-tax gain to Tyco in excess of $300 million in the first quarter of fiscal
2001.
USE OF PROCEEDS
All net proceeds from the sale of the common shares offered hereby will go
to the selling shareholders. Tyco will not receive any of the proceeds from the
sale of the common shares by the selling shareholders.
5
<PAGE>
SELLING SHAREHOLDERS
The following table provides the names of the selling shareholders and the
number of common shares beneficially owned by each selling shareholder as of
November 8, 2000. Information about beneficial ownership is based upon
information obtained from the selling shareholders. Information about shares
beneficially owned after the offering assumes the sale of all of the shares
offered and no other purchases or sales of common shares. We cannot determine
the exact number of shares that will be sold. Assuming all of the shares
offered by this prospectus are sold, no selling shareholder will own shares of
Tyco after this offering in excess of 1% of Tyco's outstanding common shares.
The shares which may be resold under this prospectus by the selling
shareholders were issued by Tyco as the initial consideration and as partial
payment of the contingent consideration in connection with Tyco's acquisition
of CIGI Investment Group, Inc. At the time of the acquisition, a wholly owned
subsidiary of Tyco, CIGI Investment Group, Inc. and the selling shareholders
entered into a shareholders' agreement that provides the selling shareholders
with registration rights. A wholly owned subsidiary of Tyco agreed to cause
Tyco to file the registration statement covering the common shares received at
closing by each of the selling shareholders in the acquisition, and to keep the
registration statement effective until the earlier of one year following
October 26, 2000 or the date that all of the shares covered by the registration
statement have been sold by the selling shareholders.
<TABLE>
<CAPTION>
Common Shares
Common Shares Beneficially
Beneficially Owned
Owned Prior to Common Shares After the
Name of Shareholder the Offering(1) Offered Hereby Offering(1)
------------------- --------------- -------------- -------------
<S> <C> <C> <C>
Robert G. Allison................ 55,020 55,020 --
Douglas Andree(2)................ 2,650 2,650 --
Richard Backes, M.D.............. 4,017 4,017 --
Arthur H. Barse(2)............... 2,650 2,650 --
BaySam Investments, L.L.C........ 4,017 4,017 --
Bob Bigelow, IRA................. 1,004 1,004 --
Stan Biondi...................... 1,083 1,083 --
Bluestem Capital Company,
L.L.C........................... 6,001 6,001 --
Bluestem Capital Company II,
L.L.C........................... 3,818 3,818 --
Bluestem Capital Partners I,
L.L.C........................... 34,661 34,661 --
John C. Calvin, Jr............... 5,502 5,502 --
John Calvin...................... 40,680 40,680 --
Mark E. Calvin................... 5,502 5,502 --
Joseph, M.D. and Amy Cass........ 8,665 8,665 --
Rich Chapman..................... 4,017 4,017 --
Paulette K. Cotten(2)............ 2,650 2,650 --
Jim Dale(2)...................... 209,314 209,314 --
Michael T. Danforth(2)........... 209,314 209,314 --
John and Maryanne Dennis......... 32,135 32,135 --
Kathleen M. Diedrich(2).......... 5,301 5,301 --
DMB, Ltd......................... 4,333 4,333 --
Don Endres....................... 440,162 440,162 --
James Lee Engels(2).............. 209,314 209,314 --
Tom Everist...................... 4,017 4,017 --
Jody Femrite(2).................. 7,951 7,951 --
Chad Gortmaker(2)................ 2,650 2,650 --
Mark Griffin..................... 1,004 1,004 --
Gary Halma, M.D.................. 4,017 4,017 --
David Hayes(2)................... 1,325 1,325 --
</TABLE>
6
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<TABLE>
<CAPTION>
Common Shares
Common Shares Beneficially
Beneficially Owned
Owned Prior to Common Shares After the
Name of Shareholder the Offering(1) Offered Hereby Offering(1)
------------------- --------------- -------------- -------------
<S> <C> <C> <C>
HCI Real Estate, Inc............. 4,333 4,333 --
Jim Holdahl(2)................... 530 530 --
Sandra Hoover.................... 2,166 2,166 --
Sandy Horst...................... 1,520 1,520 --
Marjorie Hustead................. 2,166 2,166 --
JABE, L.L.C...................... 17,330 17,330 --
Lyle Jensen...................... 2,104 2,104 --
Mark A. Jensen................... 6,499 6,499 --
Lowry Hill as agent for Kevin
Kirby........................... 17,330 17,330 --
Kirby Capital Corporation........ 27,782 27,782 --
Steve Kirby...................... 28,162 28,162 --
Phillip Klein(2)................. 530 530 --
Kelby Krabbenhoft................ 1,004 1,004 --
Mark Liaboe...................... 2,166 2,166 --
Bill and Lorrae Lindquist........ 4,613 4,613 --
Ophthalmology Ltd. Money Purchase
Pension Plan fbo Charles
Mohler.......................... 2,166 2,166 --
Eileen Mohler Living Trust....... 4,333 4,333 --
Nordica Enterprises, Inc......... 8,665 8,665 --
Oaknoll Partners................. 4,333 4,333 --
Dwayne K. and Evelyn J.
Pederson........................ 4,333 4,333 --
Eric S. Peterson(2).............. 13,251 13,251 --
Randy L. Pickrel(2).............. 7,951 7,951 --
Jeffrey H. and Reita G. Pooley... 2,166 2,166 --
David Pownall.................... 2,166 2,166 --
Patricia Reagan.................. 6,025 6,025 --
Robert L. Reiter(2).............. 7,951 7,951 --
John Reppe(2).................... 530 530 --
Tommy R., M.D. and Luann L.
Reynolds........................ 4,613 4,613 --
Sather Brothers Co., L.L.C....... 12,051 12,051 --
Duane and Diane Sather........... 4,333 4,333 --
Ruth C. Scharf................... 5,502 5,502 --
Jeff Scherschligt................ 4,017 4,017 --
Schock Financial Services, Inc... 27,782 27,782 --
Paul Schock...................... 1,083 1,083 --
Jack A. Schulte(2)............... 5,301 5,301 --
Greg, M.D. and Karen Schultz..... 4,017 4,017 --
Sioux Valley Health Alliance
Capital Accumulation Plan fbo
Robert George................... 6,025 6,025 --
Sire Management Group, Inc....... 10,261 10,261 --
Darwin and Jane Sletten.......... 4,333 4,333 --
Scott and Ronna Sletten.......... 4,333 4,333 --
Lynne Steele..................... 1,520 1,520 --
Tyler Stowater................... 1,140 1,140 --
Donald and Maureen Szymik........ 32,135 32,135 --
Vance, M.D. and Jana Thompson.... 6,025 6,025 --
John L. Thomson.................. 4,333 4,333 --
U.S. Small Business
Administration.................. 505,330 505,330 --
</TABLE>
7
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<TABLE>
<CAPTION>
Common Shares
Common Shares Beneficially
Beneficially Owned
Owned Prior to Common Shares After the
Name of Shareholder the Offering(1) Offered Hereby Offering(1)
------------------- --------------- -------------- -------------
<S> <C> <C> <C>
John VanderWoude, M.D............. 8,034 8,034 --
Thomas P. Walsh, Sr............... 16,831 16,831 --
Sioux Valley Health Alliance
Capital Accumulation
Plan fbo William Watson, M.D..... 2,366(3) 2,166 200
Todd Williams(2).................. 5,301 5,301 --
David, M.D. and Barb Witzke....... 8,665 8,665 --
</TABLE>
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(1) This amount does not include additional Tyco common shares that may be
received as contingent consideration in the future in accordance with
elections made by such shareholders at the time of the acquisition.
(2) These selling shareholders are employees of CoEv, Inc., an indirect
subsidiary of Tyco as a result of the acquisition.
(3) The amount shown is the number of shares beneficially owned by William
Watson, M.D. as of November 8, 2000, and includes 200 shares owned by him
individually.
PLAN OF DISTRIBUTION
The common shares may be sold from time to time by the selling shareholders
or by pledgees or donees of the selling shareholders. Such sales may be made on
the New York Stock Exchange or other exchanges or in the over-the-counter
market, or otherwise, at prices and on terms then prevailing or at prices
related to the then current market price, or in negotiated transactions at
negotiated prices. The manner in which sales of common shares can be made
include:
. ordinary brokerage transactions;
. transactions in which a broker solicits purchasers;
. block trades;
. for settlement of short sales, or through long sales, options or
transactions involving cross or block trades;
. purchases by a broker or dealer as principal and resale by such broker
dealer for its account;
. put or call option transactions relating to the common shares;
. transactions directly between seller and purchaser without a broker-
dealer;
. by pledge to secure debts and other obligations; or
. in any combination of any of the foregoing transactions or by any other
legally available means.
Common shares that qualify for sale in accordance with Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
document.
Brokers or dealers involved in the sale may receive commissions or discounts
in connection with such sale in amounts to be negotiated. A broker or dealer
that acts as agent for a purchaser of common shares would be paid by the
purchaser. The selling shareholders and any broker-dealers who act in
connection with the sale of the common shares that are offered by this document
may be deemed underwriters for purposes of the Securities Act. Any commissions
broker-dealers receive and profits they make on resale might be deemed
underwriting discounts and commissions.
8
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The selling shareholders will pay all commissions, discounts and fees of
brokers, dealers or agents. Tyco will pay all other costs, fees and expenses
relating to the registration of the common shares with the Securities and
Exchange Commission.
The selling shareholders may indemnify any broker, dealer or other agent
that participates in transactions involving the sale of the common shares
against liabilities, including liabilities arising under the Securities Act.
Under the terms of the shareholders' agreement, one of Tyco's wholly owned
subsidiaries agreed to indemnify the selling shareholders against certain
liabilities under the Securities Act or to contribute payments that the selling
shareholders may be required to make in that respect.
Tyco has also advised the selling shareholders that the anti-manipulation
rules under Regulation M of the Exchange Act may apply to their sales of Tyco's
common shares in the market and to the activities of the selling shareholders
and their affiliates.
LEGAL MATTERS
Certain legal matters in connection with the Tyco common shares offered
hereby 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.
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.
9
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Tyco International Ltd.
2,180,010 Common Shares
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PROSPECTUS
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December 1, 2000
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