SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)
Filed By The Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12
TYCO INTERNATIONAL LTD.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii); 14a-6(i)(1), 14a-6(i)(2) or
Item 22 (a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ____________________________________________
(2) Form, Schedule or Registration Statement No.: ______________________
(3) Filing Party: ______________________________________________________
(4) Date Filed: ________________________________________________________
[LOGO]
Tyco
August [ ], 2002
Dear Shareholder,
I am pleased to invite you to attend a special general meeting of Tyco
shareholders, which will be held at 9:30 a.m., Atlantic Time, on September 5,
2002, at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke HM
08, Bermuda.
As discussed in the accompanying proxy statement, you will be asked at the
special general meeting to increase the maximum number of directors
constituting our Board of Directors from 11 to 15 and to authorize the Board of
Directors to appoint individuals to act as additional directors up to such
maximum.
Your vote is important. Whether or not you are able to attend, it is
important that your shares be represented at the meeting. Accordingly, please
sign, date and return the enclosed proxy card at your earliest convenience.
Thank you for your cooperation.
Yours sincerely,
Edward D. Breen
Chairman, President and Chief
Executive Officer
Tyco International Ltd.
The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda
TYCO INTERNATIONAL LTD.
NOTICE OF A SPECIAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that a special general meeting of shareholders (the
"meeting") of Tyco International Ltd. ("Tyco") will be held on September 5,
2002 at 9:30 a.m., Atlantic Time, at the Fairmont Hamilton Princess Hotel, 76
Pitts Bay Road, Pembroke HM 08, Bermuda to approve an increase in the maximum
number of directors constituting our Board of Directors from 11 to 15 and to
authorize the Board of Directors to appoint individuals to act as additional
directors up to such maximum.
Notice of the meeting has been sent to all holders of record of Tyco common
shares at the close of business on July 29, 2002. Notice will also be mailed to
shareholders who become holders of record of common shares through August 30,
2002. Notice of the meeting has also been sent in accordance with Tyco's
Bye-laws to the registered holder of the Tyco special voting preference share,
which was issued in connection with the exchangeable shares of CIT Exchangeco
Inc. However, as the exchangeable shares have been redeemed in accordance with
their terms, no one is entitled to instruct the holder of the special voting
preference share as to the casting of votes attaching to the share and thus no
such votes will be cast. All holders of record of Tyco common shares on the
date of the meeting will be entitled to attend and vote at the meeting. Any
Tyco shareholder who does not receive a copy of the proxy statement and
accompanying proxy card may obtain a copy at the meeting or by contacting
Tyco at (441) 292-8674.
Tyco shareholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend the meeting, please sign, date and return the
enclosed proxy card to ensure that your shares are represented at the meeting.
Registered Tyco shareholders who attend the meeting may vote their shares
personally, even though they have sent in proxies. In order to be admitted to
the meeting, registered Tyco shareholders must bring photo identification.
If your Tyco shares are held in a brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares "held in street
name," and these proxy materials are being forwarded to you by your broker or
nominee. Your name does not appear on the register of shareholders and, in
order to be admitted to the meeting, you must bring a letter or account
statement showing that you are the beneficial owner of the shares and photo
identification. You will not be able to vote at the meeting and should instruct
your broker or nominee how to vote on your behalf. If you are a participant in
a Tyco benefit plan, your proxy card will serve as voting instructions to the
trustee(s) of such plan.
By Order of the Board of Directors,
IRVING GUTIN
Senior Vice President and
General Counsel
August [ ], 2002
IMPORTANT: PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON
AS POSSIBLE. THE PROXY IS REVOCABLE AND IT WILL NOT BE USED IF YOU: GIVE
WRITTEN NOTICE OF REVOCATION TO THE SECRETARY AT TYCO INTERNATIONAL LTD., THE
ZURICH CENTRE, SECOND FLOOR, 90 PITTS BAY ROAD, PEMBROKE HM 08, BERMUDA PRIOR
TO THE VOTE TO BE TAKEN AT THE MEETING; LODGE A LATER-DATED PROXY; OR ATTEND
AND VOTE AT THE MEETING.
TABLE OF CONTENTS
Page
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INTRODUCTION........................................................ 1
Solicitation of Proxies.......................................... 1
Registered and Principal Executive Offices....................... 1
Voting Rights.................................................... 1
Required Vote.................................................... 1
Voting Your Proxy................................................ 2
Costs of Solicitation............................................ 3
PROPOSAL--TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS CONSTITUTING
THE BOARD OF DIRECTORS FROM 11 TO 15 AND TO AUTHORIZE THE BOARD OF
DIRECTORS TO APPOINT INDIVIDUALS TO ACT AS ADDITIONAL DIRECTORS
UP TO SUCH MAXIMUM................................................ 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...... 6
SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL GENERAL MEETING........... 9
GENERAL............................................................. 9
Proxy Statement
Special General Meeting of Shareholders
September 5, 2002
INTRODUCTION
Solicitation of Proxies
This proxy statement and accompanying proxy card are furnished in connection
with the solicitation of proxies by and on behalf of the Board of Directors of
Tyco International Ltd. ("Tyco" or the "Company") in connection with a special
general meeting of Tyco shareholders to be held on September 5, 2002. This
proxy statement and the accompanying proxy card are being mailed to Tyco
shareholders on or about August [ ], 2002.
Registered and Principal Executive Offices
The registered and principal executive offices of Tyco are located at The
Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda. The
telephone number there is (441) 292-8674.
Voting Rights
Notice of the meeting has been sent to all holders of record of Tyco common
shares at the close of business on July 29, 2002. On that date, there were
issued and entitled to vote [ ] common shares, including [ ]
common shares owned by subsidiaries of Tyco. Notice will also be mailed to
shareholders who become holders of record of common shares through August 30,
2002. Notice of the meeting has also been sent in accordance with Tyco's
Bye-laws to the registered holder of the Tyco special voting preference share,
which was issued in connection with the exchangeable shares of CIT Exchangeco
Inc. However, as the exchangeable shares have been redeemed in accordance with
their terms, no one is entitled to instruct the holder of the special voting
preference share as to the casting of votes attaching to the share and thus no
such votes will be cast. Any shareholder who does not receive a copy of the
proxy statement and accompanying proxy card may obtain a copy at the meeting or
by contacting Tyco at (441) 292-8674. All holders of record of Tyco's common
shares on the date of the meeting will be entitled to attend and vote at the
meeting. A poll will be taken on the proposal to be put to the meeting, and
every holder of a common share will be entitled to one vote per share on the
proposal. Two holders of common shares present in person or by proxy form a
quorum for the transaction of business.
For admission to the meeting, registered Tyco shareholders (those who own
shares in their own names) must bring photo identification and should come to
the Registered Shareholders check-in area, where their ownership will be
verified. Those who have beneficial ownership of shares held by a bank or
broker (often referred to as "holding in street name") should come to the
Beneficial Owners check-in area. To be admitted, beneficial owners must bring
account statements or letters from their banks or brokers showing that they own
Tyco shares and photo identification, but they will not be able to vote at the
meeting. Only holders of record may vote at the meeting. Beneficial
shareholders should instruct their broker or bank how to vote on their behalf.
Registration will begin at 9:00 a.m., and the meeting will begin at 9:30 a.m.
The proxy card that is being mailed with this proxy statement to holders of
record is also being sent to persons who have interests in Tyco shares through
participation in the stock funds of the Tyco retirement savings plans and
employee stock purchase plans. Such persons are not eligible to vote directly
at the meeting. They may, however, instruct the trustees of such plans how to
vote the shares represented by their interests. The enclosed proxy card will
also serve as voting instructions for the trustees of the plans.
Required Vote
The affirmative vote of a majority of common shares represented at the
meeting and voting on the proposal is required to increase the maximum number
of directors and to authorize the Board of Directors to appoint individuals to
act as additional directors up to such maximum. Pursuant to Bermuda law, (i)
shares represented at the meeting whose votes are withheld on the proposal,
(ii) shares which are represented by "broker non-votes" (i.e., shares held by
brokers or nominees which are represented at the meeting but with respect to
which the
1
broker or nominee is not empowered to vote on the proposal) and (iii) shares
which abstain from voting on the proposal are not included in the determination
of the shares voting on the proposal but are counted for quorum purposes.
Voting Your Proxy
A proxy card has been enclosed with this document.
Tyco shares represented by a properly executed proxy will be voted as
directed on the proxy card. In the absence of contrary direction from a Tyco
shareholder, proxies held by the chairman of the meeting will be voted FOR the
proposal to increase of the size of the Board of Directors from 11 to 15
directors and to authorize the Board of Directors to appoint individuals to act
as additional directors up to such maximum.
A registered Tyco shareholder may revoke a proxy by giving written notice of
revocation to Tyco's Secretary at Tyco's registered office at any time before
it is voted, by submitting a later-dated proxy or by attending the meeting and
voting in person.
Tyco shareholders should complete and return the proxy card as soon as
possible. To be valid, the proxy card must be completed in accordance with the
instructions on it and received at any one of the addresses set forth below by
the times (being local times) and dates specified:
In Bermuda:
by 8:00 a.m. on September 5, 2002 by hand or mail at:
Tyco International Ltd.
The Zurich Centre
Second Floor, 90 Pitts Bay Road
Pembroke, HM 08, Bermuda
In the United Kingdom:
by 5:00 p.m. on September 4, 2002 by hand or mail at:
Tyco International Ltd.
c/o Tyco Holdings (UK) Limited
27th Floor, Tower 42
The International Financial Centre
25 Old Broad Street
London EC2N 1HQ
United Kingdom
In Australia:
by 5:00 p.m. on September 4, 2002 by hand or mail at:
Tyco International Ltd.
c/o Tyco International Pty. Limited
Level 6
12 Help Street
Chatswood NSW 2067
Australia
2
In the United States:
by 8:00 a.m. on September 5, 2002 by mail at:
Tyco International Ltd.
c/o Mellon Investor Services
P.O. Box 3547
South Hackensack, NJ 07606-9247
United States of America
Costs of Solicitation
The cost of solicitation of proxies will be paid by Tyco. Tyco has engaged
MacKenzie Partners, Inc. as the proxy solicitor for the meeting for an
approximate fee of $9,500. (All references to "$" in this proxy statement are
to United States dollars.) In addition to the use of the mails, certain
directors, officers or employees of Tyco or its subsidiaries may solicit
proxies by telephone or personal contact. Upon request, Tyco will reimburse
brokers, dealers, banks and trustees, or their nominees, for reasonable
expenses incurred by them in forwarding proxy materials to beneficial owners of
common shares.
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PROPOSAL--TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS CONSTITUTING THE BOARD OF
DIRECTORS FROM 11 TO 15 AND TO AUTHORIZE THE BOARD OF DIRECTORS TO APPOINT
INDIVIDUALS TO ACT AS ADDITIONAL DIRECTORS UP TO SUCH MAXIMUM
The Board of Directors has approved, and is recommending to Tyco
shareholders for their approval at the special general meeting of shareholders,
a proposal to increase the maximum number of directors constituting the Board
of Directors from 11 to 15 and to authorize the Board of Directors to appoint
individuals to act as additional directors up to such maximum. The Board of
Directors has determined that this proposal is advisable and should be
considered at the special general meeting of Tyco shareholders.
Reasons for Increasing the Number of Directors
The Board of Directors proposes an increase in the maximum number of
directors constituting the Board of Directors from 11 to 15 in accordance with
the Bye-laws of Tyco. Under Tyco's Bye-laws, only shareholders are empowered to
fix the number of directors on the Board.
On February 21, 2002, Tyco shareholders elected 11 directors to serve until
the 2003 Annual General Meeting of the Tyco shareholders. On June 3, 2002, L.
Dennis Kozlowski orally resigned his positions as Chairman of the Board of
Directors, President and Chief Executive Officer of Tyco. The Board of
Directors subsequently adopted a written resolution in accordance with Tyco's
Bye-laws so as to create a vacancy that the remaining directors could fill. The
Board has elected Edward D. Breen as Chairman, President and Chief Executive
Officer, to fill that vacancy.
The Board of Directors recommends the creation of vacant directorships that
it can subsequently fill with the timely appointment of new directors who
qualify as "independent." The Company's current policy regarding director
independence, adopted by the shareholders in 1999, states that a substantial
majority of the directors of the Company should be outside (non-management)
directors as determined by the Board of Directors based on individual
circumstances. The Board of Directors will also ensure that each new director
satisfies the independence standards recently proposed by the Corporate
Accountability and Listing Standards Committee of the New York Stock Exchange.
Under these standards, in order for a director to be considered independent,
the Board must determine that the director has no material relationship with
Tyco or its subsidiaries (either directly or indirectly as a partner,
shareholder or officer of an organization that has a relationship with the
Company). In addition, in accordance with these proposed standards:
. the director must not have been employed by Tyco or its subsidiaries
within the past 5 years;
. the director must not have been affiliated with or employed by
PricewaterhouseCoopers, Tyco's outside auditors, within the past 5 years;
. the director must not have been employed within the past 5 years by
another company for which an executive officer of Tyco or its
subsidiaries served on the compensation committee of that company at the
same time; and
. immediate family members of the director must likewise not have had
relationships of these kinds within the past 5 years.
Although Tyco has not yet identified potential independent directors, the
Board of Directors believes that creating vacant directorships at this time
will enable the Board promptly to increase the number of independent directors
on the Board of Directors as suitable candidates are identified and agree to
serve. Any individual who is appointed to fill a directorship created by the
approval of this proposal will serve on the Board of Directors from the date of
such appointment until the 2003 Annual General Meeting of the Tyco
shareholders, at which time such director may be nominated by the Company for
election by the Tyco shareholders.
4
Although the Board of Directors seeks approval of an increase in the maximum
number of directors at the special general meeting, the Board of Directors
anticipates that it will recommend to shareholders that the number of directors
be reduced back to 11, the current size of the Board of Directors, over time.
Increasing the maximum number of directors constituting the Board of
Directors from 11 to 15 and authorizing the Board of Directors to appoint
individuals to act as additional directors up to such maximum will require the
affirmative vote of a majority of common shares represented at the meeting and
voting on the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO INCREASE THE
MAXIMUM NUMBER OF DIRECTORS CONSTITUTING THE BOARD OF DIRECTORS FROM 11 TO 15
AND TO AUTHORIZE THE BOARD OF DIRECTORS TO APPOINT INDIVIDUALS TO ACT AS
ADDITIONAL DIRECTORS UP TO SUCH MAXIMUM.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Tyco common
shares by (i) those persons known by Tyco to own beneficially more than 5% of
Tyco's outstanding common shares; (ii) each of the current directors; (iii)
each of the executive officers named under "Board of Directors Committees and
Reports; Director and Executive Compensation--Executive Compensation" in Tyco's
Proxy Statement for its 2002 Annual General Meeting of the Tyco shareholders,
which was filed with the Securities and Exchange Commission on January 28,
2002; and (iv) all current directors and executive officers of Tyco as a group.
Number of % of Outstanding
Common Shares Owned Common Shares
Beneficial Owner Beneficially(1) Owned Beneficially
- ---------------- ------------------- ------------------
AXA Financial, Inc.(2)................................. 116,829,620 5.85%
1290 Avenue of the Americas
New York, New York 10104
Edward D. Breen........................................ 0 (3) *
Chairman of the Board, President and
Chief Executive Officer
Lord Ashcroft KCMG..................................... 5,485,745 (4) *
Director
Joshua M. Berman....................................... 173,993 (5) *
Director; Vice President
Richard S. Bodman...................................... 163,253 (6) *
Director
John F. Fort, III...................................... 159,702 (7) *
Lead Director
Stephen W. Foss........................................ 145,487 (8) *
Director
Wendy E. Lane.......................................... 34,410 (9) *
Director
James S. Pasman, Jr.................................... 48,416 (10) *
Director
W. Peter Slusser....................................... 37,217 (11) *
Director
Mark H. Swartz......................................... 7,347,917 (12) *
Director; Executive Vice President and
Chief Financial Officer
Joseph F. Welch........................................ 20,263 (13) *
Director
L. Dennis Kozlowski.................................... 13,704,763 (14) *
Former Chairman of the Board of Directors, President
and Chief Executive Officer
Jerry R. Boggess....................................... 499,832 (15) *
President, Tyco Fire & Security Services
Juergen W. Gromer...................................... 934,967 (16) *
President, Tyco Electronics
Richard J. Meelia...................................... 1,422,192 (17) *
President, Tyco Healthcare Group
All current directors and executive officers as a group
(16 persons).......................................... 18,237,640 (18) *
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* Less than 1%
(1) The amounts and percentages shown are amounts and percentages owned
beneficially as of July 1, 2002 (except for AXA Financial, Inc., where the
amounts are as of December 31, 2001, and Mr. Kozlowski, as described in
footnote (13)), based on information furnished or publicly disclosed in
Schedules 13G or 13D by the persons named or, with respect to Mr.
Kozlowski's holdings, as described in footnote (13). A person is deemed to
be the beneficial owner of shares if such person, either alone or with
others, has the power to vote or to dispose of such shares. Shares
beneficially owned by a person include shares that the person has the
right to acquire under stock options that were exercisable on July 1, 2002
or that become exercisable within 60 days after July 1, 2002. There were
1,995,423,531 Tyco common shares issued and outstanding as of July 1, 2002.
(2) The amount shown and the following information is derived from Amendment
No. 4 to Schedule 13G dated February 12, 2002 filed jointly on behalf of
AXA Financial, Inc.; four French mutual insurance companies (AXA
Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Conseil Vie
Assurance Mutuelle, AXA Courtage Assurance Mutuelle) as a group; AXA; and
their subsidiaries. According to the Schedule 13G, each of the French
mutual insurance companies and AXA has sole voting power over 54,730,227
of such shares, shared voting power over 27,089,802 of such shares, sole
dispositive power over 116,581,703 of such shares and shared dispositive
power over 247,917 of such shares. AXA Financial, Inc. has sole voting
power over 50,928,674 of such shares, shared voting power over 27,089,802
of such shares, sole dispositive power over 112,792,550 of such shares and
shared dispositive power over 129,417 of such shares. The shares are
beneficially owned directly by AXA entities or subsidiaries of AXA
Financial, Inc. as follows: AXA Investment Managers Paris (France)
(909,750 shares), AXA Investment Managers Hong Kong Ltd. (131,310 shares),
AXA Investment Managers U.K. Ltd. (2,631,003 shares), AXA Investment
Managers Den Haag (87,090 shares), AXA Rosenberg Investment Management LLC
(118,500 shares), Alliance Capital Management L.P. (113,192,054 shares,
which includes 1,486,100 shares which may be acquired or disposed of upon
exercise of options) and The Equitable Life Assurance Society of the
United States (1,291,013 shares, which includes 75,000 shares which may be
acquired or disposed of upon exercise of options). The address of AXA is
25, avenue Matignon, 75008 Paris, France. In the Schedule 13G, each of the
French mutual insurance companies, as a group, and AXA expressly declares
that the filing shall not be construed as an admission that it is, for
purposes of Section 13(d), the beneficial owner of any securities. Each of
the AXA Financial, Inc. subsidiaries operates under independent management
and makes independent decisions. The addresses of the French mutual
companies are as follows: AXA Conseil Vie Assurance Mutuelle, AXA
Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle, 370, rue
Saint Honore, 75001 Paris, France; and AXA Courtage Assurance Mutuelle,
26, rue Louis le Grand, 75002 Paris, France. The address of AXA Financial,
Inc. is 1290 Avenue of the Americas, New York, New York 10104.
(3) Mr. Breen and Tyco will enter into an employment agreement under which Mr.
Breen will receive Tyco equity securities. Tyco anticipates that this
agreement will be finalized and filed with the SEC on or about August 14,
2002.
(4) The amount shown consists of 5,447,180 shares held by or on behalf of a
company controlled by the trustee of a family trust in which Lord Ashcroft
is beneficially interested and 38,565 shares that Lord Ashcroft has the
right to acquire through the exercise of stock options.
(5) The amount shown includes 91,614 shares held in two charitable remainder
trusts of which Mr. Berman is co-trustee and Mr. Berman and members of his
immediate family are life unitrust beneficiaries. The amount shown also
includes 45,993 shares that Mr. Berman has the right to acquire through
the exercise of stock options.
(6) The amount shown includes 45,993 shares that Mr. Bodman has the right to
acquire through the exercise of stock options.
(7) The amount shown includes 34,055 shares that Mr. Fort has the right to
acquire through the exercise of stock options and excludes 2,142 shares
held by Mr. Fort as custodian for one of his children, 1,000 shares held
by his stepdaughter and 3,863 shares held by his spouse, of which Mr. Fort
disclaims beneficial ownership.
7
(8) The amount shown includes 36,284 shares that Mr. Foss has the right to
acquire through the exercise of stock options. The amount shown also
includes 42,856 shares held by the Foss Manufacturing Company Pension Plan
and 10,000 shares held by the A.S. Foss Foundation.
(9) The amount shown includes 21,258 shares that Ms. Lane has the right to
acquire through the exercise of stock options.
(10) The amount shown includes 40,002 shares that Mr. Pasman has the right to
acquire through the exercise of stock options.
(11) The amount shown includes 29,373 shares that Mr. Slusser has the right to
acquire through the exercise of stock options.
(12) The amount shown includes 5,252,415 shares that Mr. Swartz has the right
to acquire through the exercise of stock options. The amount shown also
includes 392,060 shares held by a family partnership and 900 shares held
in custody for his children.
(13) The amount shown includes 8,463 shares that Mr. Welch has the right to
acquire through the exercise of stock options.
(14) The amount shown is based on Mr. Kozlowski's Form 4 for January 2002 filed
with the SEC in February 2002, which is his most recent filing under
Section 16(a) of the Exchange Act of 1934 ("Section 16"), and all of Mr.
Kozlowski's transactions up to July 1, 2002, of which the Company is aware
that Mr. Kozlowski had not yet reported under Section 16, less 1,105,065
unvested restricted shares that were cancelled as of June 3, 2002, due to
termination of his employment. The amount includes 10,712,787 shares that
Mr. Kozlowski would have the right to acquire through the exercise of
stock options, which may be cancelled or otherwise subject to modified
terms in accordance with the provisions of the plan under which they were
issued, due to circumstances surrounding termination of his employment.
The amount also includes 1,621,530 shares held by the KFT Family
Partnership, L.P., of which Mr. Kozlowski is the sole general partner, and
391,075 shares held by the DCS Family Partnership L.P., of which Mr.
Kozlowski controls all the general partnership interest.
(15) The amount shown includes 398,894 shares that Mr. Boggess has the right to
acquire through the exercise of stock options.
(16) The amount shown includes 648,641 shares that Mr. Gromer has the right to
acquire through the exercise of stock options.
(17) The amount shown includes 1,255,941 shares that Mr. Meelia has the right
to acquire through the exercise of stock options.
(18) The amount shown includes the number of shares beneficially owned by Lord
Ashcroft, Ms. Lane, Messrs. Breen, Berman, Bodman, Fort, Foss, Pasman,
Slusser, Swartz and Welch, and the following executive officers: Messrs.
Boggess, Gromer, Meelia, Irving Gutin and Robert Mead. The amount shown
also includes 9,091,589 shares these persons have the right to acquire
through the exercise of stock options.
8
SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL GENERAL MEETING
In accordance with the rules established by the SEC, any shareholder
proposal submitted pursuant to Rule 14a-8 intended for inclusion in the proxy
statement for next year's annual general meeting of shareholders, must be
received by Tyco no later than September 30, 2002. Such proposals should be
sent to Tyco's General Counsel at The Zurich Centre, Second Floor, 90 Pitts Bay
Road, Pembroke HM 08, Bermuda. To be included in the proxy statement, the
proposal must comply with the requirements as to form and substance established
by the SEC and must be a proper subject for shareholder action under Bermuda
law.
In addition, for proposals submitted outside of the Rule 14a-8 procedures,
Bermuda law provides that only Tyco shareholders holding not less than 5% of
the total voting rights or 100 or more registered Tyco shareholders together
may require a proposal to be submitted to an annual general meeting. Generally,
notice of such a proposal must be deposited at the registered office of Tyco
not less than six weeks before the date of the meeting, unless the meeting is
subsequently called for a date six weeks or less after the notice has been
deposited. Under SEC Rule 14a-4, proxies may be voted on matters properly
brought before a meeting under this procedure in the discretion of management
without additional proxy statement disclosure about the matter unless Tyco is
notified about the matter at least 45 days before the anniversary of the date
on which the Company's Proxy Statement for its 2002 Annual General Meeting of
Shareholders was first mailed to Tyco's shareholders. The deadline under Rule
14a-4 for next year's meeting is December 14, 2002.
GENERAL
The enclosed proxy is solicited on behalf of Tyco's Board of Directors.
Unless otherwise directed, proxies held by the chairman of the meeting will be
voted to approve an increase in the maximum number of directors and to
authorize the Board of Directors to appoint individuals to act as additional
directors up to such maximum as stated on the proxy card. The chairman will
vote the shares represented by such proxies in accordance with his best
judgment with respect to such other business as may properly come before the
meeting or any adjournment thereof.
9
TYCO INTERNATIONAL LTD.
A PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Proxy Card for use at a special general meeting (the "meeting") of
shareholders of Tyco International Ltd., a company organized under the laws of
Bermuda ("Tyco"), to be held on September 5, 2002 at 9:30 a.m., Atlantic Time,
at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Pembroke HM 08,
Bermuda.
The undersigned, being a holder of common shares of Tyco, hereby appoints as
his/her proxy at the meeting the chairman of the meeting and directs such proxy
to vote (or abstain from voting) at the meeting as indicated on the reverse of
this card or, to the extent that no such indication is given, as set forth
herein and authorizes the chairman to vote in his discretion on such other
business as may properly come before the meeting or any adjournment thereof.
Please indicate on the reverse of this card how your shares are to be voted.
If this card is returned duly signed but without any indication as to how your
shares are to be voted in respect of any of the resolutions described on the
reverse, you will be deemed to have directed the proxy to vote FOR the proposal
set forth herein.
In order to be effective, completed proxy cards should be received at one of
the addresses and by the time (being local time) specified below:
In Bermuda: Tyco International Ltd., The Zurich Centre, Second Floor, 90
Pitts Bay Road, Pembroke HM 08, Bermuda, by 8:00 a.m. on September 5, 2002;
In the United Kingdom: Tyco International Ltd., c/o Tyco Holdings (UK)
Limited, 27th Floor, Tower 42, The International Financial Centre, 25 Old
Broad Street, London EC2N 1HQ, United Kingdom, by 5:00 p.m. on September 4,
2002;
In Australia: Tyco International Ltd., c/o Tyco International Pty. Limited,
Level 6, 12 Help Street, Chatswood NSW 2067, Australia, by 5:00 p.m. on
September 4, 2002;
In the United States: Tyco International Ltd., c/o Mellon Investor Services,
P.O. Box 3547, South Hackensack, New Jersey 07606-9247, United States of
America, by 8:00 a.m. on September 5, 2002.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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Please indicate with an "X" in the appropriate space how you wish your votes
to be cast. IF NO INDICATION IS GIVEN, PROXIES HELD BY THE CHAIRMAN OF THE
MEETING WILL BE VOTED "FOR" AN INCREASE IN THE MAXIMUM NUMBER OF DIRECTORS
CONSTITUTING THE BOARD OF DIRECTORS FROM 11 TO 15 AND TO AUTHORIZE THE BOARD OF
DIRECTORS TO APPOINT INDIVIDUALS TO ACT AS ADDITIONAL DIRECTORS UP TO SUCH
MAXIMUM.
Please mark your votes as indicated in this example [X]
The Board of Directors recommends a vote "FOR" the following proposal:
1. To increase the maximum number of directors constituting the Board of
Directors from 11 to 15 and to authorize the Board of Directors to
appoint individuals to act as additional directors up to such maximum.
[_] FOR [_] AGAINST [_] ABSTAIN
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Note:
1. In the case of a corporation, this proxy must be under its common seal
or signed by a duly authorized officer or director whose designation must be
stated.
2. In the case of joint holders, any holder may sign, but the vote of the
senior who tenders a vote, whether in person or by proxy, will be accepted to
the exclusion of the votes of the other joint holders and for this purpose
seniority will be determined by the order in which the names stand in the
Register of Shareholders.
3. Please sign as name appears hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
Signature ________________________ Title ____________________________
Date _____________________
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FOLD AND DETACH HERE