UNITED STATES
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) March 12, 2001
001-13836
(Commission File Number)
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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)
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*The executive offices of the Registrant's principal United States subsidiaries
are located at One Tyco Park, Exeter, New Hampshire 03833. The telephone number
there is (603) 778-9700.
ITEM 5. Other Events
On March 13, 2001, Tyco International Ltd. ("Tyco"), a Bermuda
company, announced that its wholly owned subsidiary Tyco Acquisition XIX (NV)
("Acquiror"), a Nevada corporation, and The CIT Group, Inc., a Delaware
corporation ("CIT"), have entered into an Agreement and Plan of Merger dated as
of March 12, 2001 (the "Merger Agreement"), pursuant to which Tyco will acquire
CIT through the merger of CIT with and into Acquiror. Acquiror, the surviving
company in the merger, will change its name to CIT.
In the merger, CIT stockholders will receive 0.6907 Tyco common
shares, par value $.20 per share, for each of CIT's outstanding shares of common
stock, par value $.01 per share. The transaction is valued at $35.02 per share
to the CIT shareholders, or approximately $9.2 billion, based on Tyco's March
12, 2001 closing price on the New York Stock Exchange of $50.70 per share. The
merger is intended to be a tax-free stock-for-stock exchange. Consummation of
the merger is subject to satisfaction of certain conditions, including the
receipt of regulatory approvals, adoption of the Merger Agreement by the
stockholders of CIT and other customary closing conditions. The Merger Agreement
imposes non-solicitation obligations on CIT and provides for protective
provisions with respect to a competing transaction proposal.
Acquiror has also entered into a Stock Purchase Agreement with the
Dai-Ichi Kangyo Bank, Limited ("DKB") dated as of March 12, 2001 (the "DKB
Agreement"), for the purchase by Acquiror of DKB's 71 million shares of CIT
common stock (constituting approximately 27% of the outstanding shares) at a
price of $35.02 per share in cash. Pursuant to the DKB Agreement, DKB has
granted Acquiror its proxy, and agreed to vote its shares as directed by
Acquiror, in favor of the Merger Agreement and against, among other things, any
action that would result in a breach of the Merger Agreement or that is intended
to or could reasonably be expected to impede the merger, the Merger Agreement or
the DKB Agreement. The closing of Acquiror's purchase of CIT stock under the DKB
Agreement is conditioned on satisfaction or waiver of the conditions to the
merger and will occur immediately prior to the consummation of the merger.
The obligations of Acquiror under the transaction agreements are
unconditionally guaranteed by Tyco.
On March 13, 2001, Tyco and CIT filed a joint press release with
respect to the foregoing matters, which is filed as Exhibit 99.1 hereto and
incorporated by reference herein.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit Number Title
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99.1 Press Release dated March 13, 2001.
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SIGNATURES
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, thereunto duly authorized.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
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Mark H. Swartz
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date: March 15, 2001
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Exhibit Index
Exhibit Number Title
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99.1 Press Release dated March 13, 2001.
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