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Form SC TO-I/A
Johnson Controls International plc - JCI
Filed: November 20, 2007 (period: )
Amendment to a previously filed SC TO-I
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
SC TO-I/A - SC TO-I/A
EX-99.(A)(5)(B) (EXHIBIT 99(A)(5)(B))
Source: Johnson Controls International plc, SC TO-I/A, November 20, 2007
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
TYCO INTERNATIONAL LTD.
(Name of Subject Company (Issuer))
TYCO INTERNATIONAL LTD.
(Name of Filing Persons (Offeror))
Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior)
(Title of Class of Securities)
902124 AC 0
(CUSIP Number of Class of Securities)
Judith A. Reinsdorf, Esq.
c/o Tyco International Management Company
9 Roszel Road
Princeton, New Jersey 08540
(609) 720-4200
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
with a copy to:
Steven R. Finley, Esq.
Sean P. Griffiths, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166-0193
Tel. (212) 351-4000
Fax. (212) 351-4035
CALCULATION OF FILING FEE
Transaction Valuation*
Amount of Filing Fee**
$335,964
$51.86
*
Calculated solely for purposes of determining the filing fee. The purchase price of the Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior), as described
herein, is $823.44 per $1,000 principal amount at maturity outstanding. As of October 18, 2007, there was approximately $408,000 in aggregate principal amount at
maturity outstanding, resulting in an aggregate maximum purchase price of $335,964.
**
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $30.70 for each $1,000,000
of the value of the transaction.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:
$51.86
Filing Party:
Tyco International Ltd.
Form or Registration No.:
Schedule TO-I
Date Filed:
October 19, 2007
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Source: Johnson Controls International plc, SC TO-I/A, November 20, 2007
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Check the appropriate boxes to designate any transactions to which this statement relates:


third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:
Source: Johnson Controls International plc, SC TO-I/A, November 20, 2007
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
INTRODUCTORY STATEMENT
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO-I ("Schedule TO-I"), originally filed by Tyco International Ltd., a
company organized under the laws of Bermuda (the "Company"), on October 19, 2007, which relates to the offer by the Company to purchase, at the option of the
holder (the "Put Option"), the Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior) issued by the Company on November 17, 2000 (the "Securities"), upon the
terms and subject to the conditions set forth in the Indenture (as defined below), the Company Notice dated October 19, 2007 (the "Company Notice"), the Securities
and the related offer materials filed as Exhibits to the Schedule TO-I (which Company Notice and related offer materials, as amended or supplemented from time to
time, collectively constitute the "Option Materials"). The Securities were issued pursuant to an Indenture, dated as of November 17, 2000 (the "Indenture"), between the
Company and U.S. Bank National Association (as successor trustee to State Street Bank and Trust Company, N.A.), a national banking association organized and
existing under the laws of the United States of America, as Trustee ("Trustee"), as amended by the Supplemental Indenture No. 1 dated as of October 17, 2003, by and
among the Company and the Trustee.
The terms "Liquid Yield Option" and "LYONs" are trademarks of Merrill Lynch & Co., Inc.
Items 1 through 9.
The Company Notice is hereby amended by the deletion of the following sentence from the first paragraph under Section 10, "Material United States Tax
Considerations":
It is provided for general informational purposes only and is not tax advice.
The Company Notice is hereby amended by the deletion of the following sentence from the second paragraph under Section 10, "Material United States Tax
Considerations":
THIS SUMMARY OF UNITED STATES FEDERAL TAX CONSEQUENCES IS PROVIDED FOR GENERAL INFORMATION ONLY AND IS NOT TAX
ADVICE.
Item 11. Additional Information.
Item 11 of the Schedule TO-I is hereby amended and supplemented to include the following information:
On November 20, 2007, the Company issued a press release announcing the results of the offer, which expired at 5:00 p.m. Eastern Time, on Monday,
November 19, 2007. A copy of the press release is attached hereto as Exhibit (a)(5)(B) and incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO-I is hereby amended and supplemented to include the following exhibit:
(a)(5)(B) Press Release issued by Tyco International Ltd. on November 20, 2007.
2
Source: Johnson Controls International plc, SC TO-I/A, November 20, 2007
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to the Schedule TO-I is true,
complete and correct.
TYCO INTERNATIONAL LTD.
By:
/s/ JUDITH A. REINSDORF
Name:
Title:
Judith A. Reinsdorf
Executive Vice President and General Counsel
Dated: November 20, 2007
3
Source: Johnson Controls International plc, SC TO-I/A, November 20, 2007
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
EXHIBIT INDEX
Exhibit No.
Description
(a)(1)(A)*
Company Notice to Holders of Tyco International Ltd. Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior), dated October 19, 2007.
(a)(1)(B)*
Form of Purchase Notice.
(a)(1)(C)*
Form of Notice of Withdrawal.
(a)(1)(D)*
Substitute Form W-9.
(a)(1)(E)*
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(A)*
Press Release issued by Tyco International Ltd. on October 19, 2007.
(a)(5)(B)
Press Release issued by Tyco International Ltd. on November 20, 2007.
(b)
Not applicable.
(d)(1)
Indenture, dated as of November 17, 2000, between Tyco International Ltd. and State Street Bank and Trust Company, N.A., incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 333-51548), as filed with the Securities and Exchange
Commission on December 8, 2000.
(d)(2)
Supplemental Indenture No. 1 dated as of October 17, 2003, by and among the Company and U.S. Bank National Association (as successor
trustee to State Street Bank and Trust Company, N.A.), incorporated by reference to Exhibit (d)(2) to the Company's Schedule TO-I (File No.
005-40210), as filed with the Securities and Exchange Commission on October 17, 2003.
(g)
Not applicable.
(h)
Not applicable.
*
Previously filed.
Source: Johnson Controls International plc, SC TO-I/A, November 20, 2007
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
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INTRODUCTORY STATEMENT
Item 11. Additional Information.
Item 12. Exhibits.
SIGNATURE
EXHIBIT INDEX
Source: Johnson Controls International plc, SC TO-I/A, November 20, 2007
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
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Exhibit (a)(5)(B)
FOR IMMEDIATE RELEASE
Contacts:
News Media
Paul Fitzhenry
609-720-4261
[email protected]
Investor Relations
Ed Arditte
609-720-4621
Karen Chin
609-720-4398
TYCO INTERNATIONAL ANNOUNCES RESULTS OF ITS OFFER TO
REPURCHASE LYONS™ DUE 2020
PEMBROKE, Bermuda—November 20, 2007—Tyco International Ltd. (NYSE:TYC; BSX:TYC) today announced the results of its offer to repurchase its Liquid
Yield Option™ Notes due 2020 (Zero Coupon-Senior) (the "LYONs"). The holders' option to surrender their LYONs for repurchase expired at 5:00 p.m., Eastern Time,
on Monday, Nov. 19, 2007.
Tyco has been advised by the trustee, U.S. Bank National Association, that LYONs with an aggregate principal amount at maturity of $57,000.00 were validly
surrendered for repurchase and not withdrawn, and Tyco has repurchased all such LYONs. The purchase price for the LYONs was $823.44 in cash per $1,000 in
principal amount at maturity. The aggregate purchase price for all of the LYONs validly surrendered for repurchase and not withdrawn was $46,936.08. After the
repurchase, a total of $351,000.00 in principal amount of the LYONs remains outstanding.
ABOUT TYCO INTERNATIONAL
Tyco International (NYSE: TYC) is a diversified, global company that provides vital products and services to customers in more than 60 countries. Tyco is a
leading provider of security products and services, fire protection and detection products and services, valves and controls, and other industrial products. Tyco
completed the spin-off of its healthcare and electronics businesses on June 29, 2007 and today has annual revenues of more than $18 billion and 110,000 employees.
More information on Tyco can be found at www.tyco.com .
NOTE: "Liquid Yield Option" and "LYONs" are Trademarks of Merrill Lynch & Co., Inc.
FORWARD-LOOKING STATEMENTS
This release may contain certain "forward-looking statements". These statements are based on management's current expectations and are subject to risks,
uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance
or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect,"
"estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The forward-looking statements in this release include
statements addressing the following subjects: future financial condition and operating results. Economic, business, competitive and/or regulatory factors affecting
Tyco's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements.
Tyco is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new
information, future events or otherwise. More detailed information about these and other factors is set forth in Tyco's Annual Report on Form 10-K for the fiscal
year ended Sept. 29, 2006, and Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2007.
###
Source: Johnson Controls International plc, SC TO-I/A, November 20, 2007
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
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Exhibit (a)(5)(B)
TYCO INTERNATIONAL ANNOUNCES RESULTS OF ITS OFFER TO REPURCHASE LYONS™ DUE 2020
Source: Johnson Controls International plc, SC TO-I/A, November 20, 2007
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.