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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Amendment No. 1
Date of Report (Date of Earliest Event Reported): JUNE 5, 1996
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Carlisle Plastics, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-10756 04-2891825
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(Commission File Number) (I.R.S. Employer
Identification No.)
1314 N. Third Street, Suite 300, Phoenix,
Arizona 85004-1751
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(Address of Principal Executive Offices) (Zip Code)
(602) 407-2100
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(Registrant's Telephone Number, Including Area Code)
not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
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Agreement and Plan of Merger.
The following summary does not purport to be complete and is
qualified in its entirety by reference to the exhibit filed herewith
and the exhibits filed with the Current Report on Form 8-K dated May
14, 1996, which are incorporated herein by reference.
On May 14, 1996, Carlisle Plastics, Inc., a Delaware
corporation ("Carlisle"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Tyco International Ltd., a Massachusetts
corporation ("Tyco"), and T2 Acquisition Corp., a Delaware corporation
and a direct, wholly-owned subsidiary of Tyco ("Merger Sub"), under
which Merger Sub will be merged with and into Carlisle, and Carlisle
will become a direct wholly-owned subsidiary of Tyco (the "Merger").
Under the terms of the Merger Agreement, each share of Carlisle common
stock outstanding immediately prior to the effective time of the
Merger (the "Effective Time") (other than shares of common stock held
in Carlisle's treasury or owned by Tyco, Merger Sub or any direct or
indirect wholly-owned subsidiary of Carlisle or Tyco, which shares
will be cancelled in the Merger without payment of any consideration
therefor), will be converted into 0.172185 shares of Tyco common
stock.
Each option to purchase shares of Carlisle's Class A Common
Stock (a "Stock Option"), whether vested or unvested, shall be assumed
by Tyco and deemed to constitute a fully vested and exercisable option
to acquire the number of shares of Tyco common stock as the holder of
such Stock Option would have been entitled to receive pursuant to the
Merger had such holder exercised such option in full immediately prior
to the Effective Time, at a price per share equal to (x) the aggregate
exercise price for the Carlisle common stock otherwise purchasable
pursuant to such Stock Option divided by (y) the number of shares of
Tyco Common Stock deemed purchasable pursuant to such Stock Option.
The parties intend for the Merger to constitute a
reorganization within the meaning of Section 368 of the Internal
Revenue Code and, for the transaction to be accounted for as a
purchase under generally accepted accounting standards. However, it
is not a condition to the obligations of any party to the Merger
Agreement to effect the Merger that the Merger so qualify.
The Merger is subject to customary conditions, including the
approval of the Merger by Carlisle's stockholders, expiration of
applicable waiting periods under the Hart-Scott-
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Rodino Antitrust Improvements Act and the effectiveness of a
registration statement filed with the Securities and Exchange
Commission for the Tyco common stock to be issued in the Merger.
In connection with the Merger Agreement, (i) William H.
Binnie ("Binnie"), (ii) the Grigoriou Family Limited Partnership and
Christos I. Grigoriou (collectively, "Grigoriou") and
(iii) Grant M. Wilson ("Wilson") entered into separate Stockholder
Agreements with Tyco dated May 14, 1996 in which they agreed, so long
as the Merger Agreement has not been terminated, to vote all of the
shares of Carlisle common stock held by them in favor of the Merger
and against any competing merger proposals, and to take and refrain
from taking other specified actions. Each of Binnie and Wilson will
exercise his fiduciary responsibility as a director of Carlisle to
review any competing merger proposals. Such Stockholder Agreements
will terminate and be of no further effect if the Merger Agreement is
terminated in accordance with its terms. Binnie beneficially owns
28,282 shares of the Company's Class A Common Stock and 5,940,313
shares of the Company's Class B Common Stock, representing 60.6% of
the vote of all classes of the Company's voting stock. Grigoriou
beneficially owns 338,700 shares of the Company's Class A Common Stock
and 1,707,448 shares of the Company's Class B Common Stock,
representing 17.6% of the vote of all classes of the Company's voting
stock. Wilson beneficially owns 291,354 shares of the Company's Class
A Common Stock and 1,374,119 shares of the Company's Class B Common
Stock, representing 14.2% of the vote of all classes of the Company's
voting stock.
A press release with respect to the Merger was issued by
Carlisle on May 15, 1996.
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Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(c) Exhibits.
Exhibit
Number Description
99 Letter dated June 5, 1996 from Tyco to Carlisle, Binnie,
Grigoriou and Wilson.
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SIGNATURES
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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.
CARLISLE PLASTICS, INC.
By /s/ William H. Binnie
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Name: William H. Binnie
Title: Chairman of the Board
August 5, 1996
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EXHIBITS
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Exhibit
Number Description
99 Letter dated June 5, 1996 from Tyco to Carlisle, Binnie,
Grigoriou and Wilson.
NYFS07...:\56\33856\0010\1187\FRM8056K.430
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EXHIBIT 99
TYCO INTERNATIONAL LTD.
June 5, 1996
Carlisle Plastics, Inc.
William H. Binnie
Christos I. Grigoriou
Grigoriou Family Limited Partnership
Grant M. Wilson
To the Above Named Parties:
Please be advised that pursuant to Section 5.13 of the Agreement
and Plan of Merger by and among Tyco International Ltd. ("Tyco"), T2
Acquisition Corp. and Carlisle Plastics, Inc. ("Carlisle"), dated as
of May 14, 1996, and pursuant to Section 3(c) of those certain
Stockholder Agreements between Tyco and each of the above named
parties (other than Carlisle), of even date therewith, Tyco elects not
to treat the Merger (as defined in each such Agreement) as a "pooling
of interests" for accounting purposes.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
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Name: Mark H. Swartz
Title: VP-Chief Financial
Officer
one tyco park, exeter, new hampshire 03833-1108
(603) 778-9700
NYFS07...:\56\33856\0010\1187\FRM8026S.240
