SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 8-A/A AMENDMENT NO. 3 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TYCO INTERNATIONAL LTD. (Exact Name of Registrant as Specified in Its Charter) Bermuda None (State of Incorporation or (I.R.S. Employer Organization) Identification no.) The Gibbons Building 10 Queen Street, Suite 301 Hamilton HM 11 Bermuda (441) 292-8674* (Address, including zip code, and telephone number, including area code of registrant's principal executive offices) Mark H. Swartz c/o Tyco International (US) Inc. One Tyco Park Exeter, New Hampshire 03833 (603) 778-9700 (Name, address, including zip code, and telephone number, including area code of agent for service) *Tyco International Ltd. maintains its registered and principal executive offices at The Gibbons Building, 10 Queen Street, Suite 301, Hamilton HM 11 Bermuda. The executive offices of Tyco's principal United States subsidiary, Tyco International (US) Inc., are located at One Tyco Park, Exeter, New Hampshire 03833. The telephone number there is (603) 778-9700. If this form relates to the If this form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become filing pursuant to General Instruction effective simultaneously with A(c)(1), please check the following the effectiveness of a concurrent box. |_| registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. |_| Securities to be registered pursuant to Section 12(b) of the Act: Series A Preference Share Purchase Rights ----------------------------------------- (Title of each class to be registered) New York Stock Exchange ----------------------- (Name of each exchange on which each class is to be registered) Securities to be registered pursuant to Section 12(g) of the Act: None Description of Registrant's Securities to be Registered The "Description of Registrant's Securities to be Registered" in the original Form 8-A and Amendment No. 2 dated July 2, 1997 is hereby incorporated by reference herein. Pursuant to action by the Board of Directors of the Registrant and as permitted by Section 26 of the Rights Agreement between the Registrant and Citibank, N.A., dated as of November 6, 1996, the Registrant has amended such agreement to accelerate the final expiration date of the rights under the agreement from November 14, 2005 to September 30, 1999. Exhibits -------- 4.6 Third Amendment between Registrant and Citibank, N.A., dated as of September 10, 1999 to Rights Agreement between Registrant and Citibank, N.A. dated as of November 6, 1996 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized September 10, 1999 TYCO INTERNATIONAL LTD. By: /s/ Mark H. Swartz ------------------------- Mark H. Swartz Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)