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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 18, 1999
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AFC CABLE SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-23070 95-1517994
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
50 Kennedy Plaza, Suite 1250, Providence, RI 02903
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (401) 453-2000
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This is Page 1 of 4 Pages.
Exhibit Index appears on Page 4.
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ITEM 5. OTHER EVENTS
On November 18, 1999, AFC Cable Systems, Inc., a Delaware
corporation ("AFC Cable") and Tyco International Ltd. ("Tyco") issued a joint
press release with respect to the acquisition of AFC Cable by Tyco.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
99.1 Press Release dated November 18, 1999.
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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.
AFC CABLE SYSTEMS, INC.
By: /s/ Raymond H. Keller
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Name: Raymond H. Keller
Title: Chief Financial Officer
Date: November 19, 1999
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE
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99.1 Press Release dated November 18, 1999.
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EXHIBIT 99.1
AFC Cable and Tyco Fix Exchange Ratio For Their
Pending Merger at 1:1
HAMILTON, Bermuda and PROVIDENCE, RI, Nov. 18 /PRNewswire/ -- Tyco
International Ltd. (NYSE: TYC; LSE:TYI; BSX: TYC), a diversified
manufacturing and service company, and AFC Cable Systems, Inc. (Nasdaq: AFCX)
a manufacturer of prewired armor cable, announced today that they have agreed
to an exchange ratio for their pending merger pursuant to which AFC Cable
shareholders will receive one Tyco common share for each share of the
approximately 12.8 million shares of AFC Cable shares outstanding.
Pursuant to the terms of the merger agreement, AFC Cable had the right to
cause Tyco to proceed with the merger if AFC Cable agreed to an exchange
ratio of 0.987 Tyco common shares for each share of AFC Cable. Tyco had the
right to cause AFC Cable to proceed with the merger if Tyco agreed to an
exchange ratio of 1.04466 Tyco common shares for each share of AFC Cable. The
two companies mutually agreed today to proceed with the transaction on the
basis of a one-for-one exchange ratio. The closing price today for Tyco
common shares on the New York Stock Exchange was $44.875. AFC Cable
shareholders will vote on the merger at a meeting scheduled for November 22,
1999.
"AFC Cable provides an excellent range of products that complement our Allied
Tube & Conduit electrical products," said L. Dennis Kozlowski, Tyco's
Chairman and Chief Executive Officer. "The combination of AFC Cable's
offerings with Allied's electrical conduit, our steel support products and
cable tray products will greatly enhance our value to electrical
distributors. This acquisition, which will be immediately accretive to
earnings, will also enhance our presence in the fast-growing do-it-yourself
market."
Ralph Pappito, Chairman and Chief Executive Officer of AFC Cable, said, "This
transaction provides exceptional value for shareholders of AFC Cable and
allows our shareholders to participate in the future growth of Tyco. Our
management team is very excited by the opportunities the combination with
Tyco presents for both companies and our customers."
AFC Cable, with annual revenues of approximately $275 million, is a leader in
the design, manufacturer and supply of prewired armor cable, flexible
conduit, modular wiring systems and electrical fittings used in a wide range
of electrical, voice and data distribution products.
Tyco International Ltd., a diversified manufacturing and service company, is
the world's largest manufacturer and servicer of electrical and electronic
components and undersea telecommunications systems, the world's largest
manufacturer, installer, and provider of fire protection systems and
electronic security services, has strong leadership positions in disposable
medical products, plastics, and adhesives, and is the largest manufacturer of
flow
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control valves. The Company operates in more than 80 countries around the
world and has expected fiscal 2000 revenues in excess of $25 billion.
FORWARD LOOKING INFORMATION
Comments in this release concerning the impact on earnings from the AFC Cable
acquisition, market growth and expected fiscal 2000 revenue are forward-
looking statements, which are based on management's good faith expectations
and belief concerning future developments. Actual results may materially
differ from these expectations as a result of many factors, relevant examples
of which are set forth in the "Management Discussion and Analysis" section of
the Company's 1998 Annual Report to Shareholders, the Company's 1998 Annual
Report on Form 10-K, and the Company's Current Report on Form 8-K filed on
June 3, 1999.
CONTACT: CONTACT:
J. Brad McGee Jay W. Thomas
Tyco International (US) Inc. AFC Cable Systems, Inc.
Senior Vice President Director of Marketing
(603) 778-9700 (508) 998-1131
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