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Tyco International Ltd – ‘PRE 14A’ for 10/22/96

As of: Friday, 9/6/96 · For: 10/22/96 · Accession #: 950112-96-3184 · File #: 0-20613

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/06/96  Tyco International Ltd            PRE 14A    10/22/96    1:47K                                    Merrill Corporate/FA

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Tyco International Ltd.                               18     85K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Executive Compensation Nominees for Directors Stockholder Return Performance Presentation
1	1st Page - Filing Submission
4	Nominees for Directors
9	Executive Compensation
14	Stockholder Return Performance Presentation

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  ) 

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 Sec.240.141-11(C) or Sec.240.14a-12        

 TYCO International Ltd.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)  

 N/A
--------------------------------------------------------------------------------
Name of Person(s) Filing Proxy Statement if other than the Registrant)          

Payment of Filing Fee (Check the appropriate box):                              

[X]  $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                                      
[ ]  $500 per each party to the controversy pursuant to Exchange Act Rule       
14a-6(I)(3)                                                           
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.   

1)   Title of each class of securities to which transaction applies:  

    ----------------------------------------------------------------
2)   Aggregate number of securities to which transaction applies:     

    ----------------------------------------------------------------
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):

    ----------------------------------------------------------------
4)   Proposed maximum aggregate value of transaction:                 

    ----------------------------------------------------------------
5)   Total fee paid:                                                  

    ----------------------------------------------------------------

[ ]  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:                                                       

   -----------------------------------------------------------------

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TYCO INTERNATIONAL LTD. 
ONE TYCO PARK 
EXETER, NEW HAMPSHIRE 03833 

                                                              September 16, 1996

Dear Stockholder:                                                               

I am pleased to invite you to attend our Annual Meeting of Stockholders 
which will be held at 9:00 a.m. on October 22, 1996, at the corporate           
headquarters of the Company, Tyco Park, Exeter, New Hampshire 03833.            

    As the accompanying Notice and Proxy Statement describe, you are being asked
to elect directors for the coming year and to approve an amendment to our       
Restated Articles of Organization, as amended, to increase the number of        
authorized shares of the Company's Common Stock from 180,000,000 to 500,000,000.
The additional authorized shares would be available for acquisitions, stock     
splits or dividends, employee benefit plans, future financings, or other        
corporate purposes.                                                             

   I look forward to the opportunity of meeting as many of our stockholders as
possible and hope you can be present on October 22nd.                           

  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 at your earliest convenience.                                    

Thank you for your cooperation.                                         

              Sincerely,
                       L. DENNIS KOZLOWSKI
                                        Chairman and Chief Executive Officer

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TYCO INTERNATIONAL LTD. 
------------------- 
ANNUAL MEETING OF STOCKHOLDERS
------------------- 

To the Stockholders of Tyco International Ltd.:                                 

  The Annual Meeting of Stockholders of Tyco International Ltd. will be held
at the corporate headquarters of Tyco International Ltd., Tyco Park, Exeter, New
Hampshire 03833, on October 22, 1996, at 9:00 a.m. for the following purposes:  

(1) to elect eight directors for the ensuing year;              

      (2) to amend the Restated Articles of Organization, as amended, of the
   Company to increase the number of authorized shares of the Company's Common
Stock from 180,000,000 shares to 500,000,000 shares; and                

     (3) to consider and act upon any other matter which may properly come
before the meeting or any adjournment or postponement thereof.          

                                      By Order of the Board of Directors

                     DAVID P. BROWNELL
         Clerk

Exeter, New Hampshire                                                           
September 16, 1996                                                              

 YOU ARE REQUESTED BY THE BOARD OF DIRECTORS OF THE COMPANY TO EXECUTE THE
ENCLOSED PROXY AND RETURN IT TO THE COMPANY IN THE ENVELOPE PROVIDED. NO POSTAGE
IS NECESSARY IF IT IS MAILED IN THE UNITED STATES. THE 1996 ANNUAL REPORT OF THE
COMPANY IS ENCLOSED HEREWITH.                                                   

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TYCO INTERNATIONAL LTD. 
------------------- 
PROXY STATEMENT FOR THE 1996 ANNUAL MEETING OF STOCKHOLDERS 
------------------- 

   This statement, which is being mailed to stockholders on or about September
16, 1996, is furnished in connection with the solicitation of proxies on behalf 
of the Board of Directors of Tyco International Ltd. (the "Company") for use at 
the Annual Meeting of Stockholders to be held at the principal executive offices
of the Company, Tyco Park, Exeter, New Hampshire, 03833 on October 22, 1996, and
at any adjournment or postponement thereof. Persons holding stock for others,   
such as brokers and nominees, are being asked to forward proxy soliciting       
material to their principals at the Company's expense. Further solicitation of  
proxies may be made personally, or by telephone, by regularly employed officers 
and other employees of the Company, who will receive no additional compensation 
for so doing. The Company has also retained MacKenzie Partners, Inc. to assist  
in the solicitation of proxies. The Company will bear the entire cost of proxy  
solicitation, including the fees and out-of-pocket expenses of MacKenzie        
Partners, Inc. which are estimated to be $9,500.                                

A stockholder who gives a proxy may revoke it at any time before it is  
exercised.                                                                      

    The Board of Directors has fixed the close of business on September 10, 1996
as the record date for the determination of stockholders who are entitled to    
notice of and to vote at the meeting or any adjournment thereof. At the close of
business on that date there were [      ] outstanding shares of Common Stock,   
par value $0.50 per share. Holders of the Common Stock are entitled to one vote 
for each share held. The stock transfer books will not be closed.               

 The presence, in person or by proxy, of holders of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is      
necessary to constitute a quorum for the transaction of business at the Annual  
Meeting. In accordance with the provisions of Massachusetts law, the Company    
will treat abstentions and broker non-votes as present at the Annual Meeting    
solely for the purpose of determining whether or not a quorum exists.           

  Abstentions and broker non-votes will have no effect on the outcome of the
election of directors. Further, with respect to the proposal to amend the       
Company's Restated Articles of Organization, as amended, abstentions and broker 
non-votes will have the same effect as votes against such amendment.            

 The affirmative vote of the holders of a majority of the shares of Common
Stock present or represented at the Annual Meeting is required for the election 
of the directors. The affirmative vote of the holders of a majority of the      
shares of Common Stock entitled to vote at the Annual Meeting is required for   
the approval of the amendment to the Company's Restated Articles of             
Organization, as amended.                                                       

PROPOSAL NUMBER ONE 
ELECTION OF DIRECTORS 

NOMINEES FOR DIRECTORS                                                          

The individuals named in the enclosed form of proxy will vote, if so    
authorized, to elect as directors the eight persons named in the following      
table, each of whom has served as a director of the Company for the period      
indicated. Each such person is to be elected to hold office until the next      
succeeding Annual Meeting of Stockholders and thereafter until his successor is 
chosen and qualified. The management of the Company is not aware of any reason  
why any of the nominees for directors will not be able to serve. If any one or  
more of the nominees should be unable to serve, the individuals named in the    
enclosed form of proxy will vote either (a) in favor of such other person or    
persons as the Board of Directors may at the time recommend or (b) to fix the   
number of directors at such lesser number as will equal the number of nominees  
as are able to serve.                                                           

  THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEES.

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 Information regarding the nominees, including their principal occupations
during the past five years, is set forth below:                                 

                                                        [Enlarge/Download Table]

                                                                   OUTSTANDING          % OF SHARES    
                                                                      COMMON             OF COMMON     
        NAME, PRINCIPAL OCCUPATION AND                DIRECTOR  STOCK BENEFICIALLY  STOCK BENEFICIALLY 
           POSITION WITH THE COMPANY             AGE   SINCE         OWNED(1)              OWNED       
-----------------------------------------------  ---  --------  ------------------  -------------------
                                                                                                       
L. Dennis Kozlowski............................  49     1987         1,010,058(2)           (4)        
  Chairman of the Board of the Company (January                                                        
  1993--present); Chief Executive Officer of                                                           
  the Company (July 1992--present); President                                                          
  of the Company (December 1989-- present);                                                            
  President, Grinnell Corporation (January                                                             
  1984--present); Director, Thiokol Corp.,                                                             
  (aerospace and defense products) (August                                                             
  1993--present); Director, Applied Power Inc.                                                         
  (control products) (July 1994-- present);                                                            
  Director, Raytheon Company (electronic                                                               
  systems and equipment) (June 1995--present);                                                         
  Director, RJR Nabisco Holdings Corp. (June                                                           
  1996-present)                                                                                        
Joshua M. Berman++.............................  58     1967            36,000              (4)        
  Counsel to Kramer, Levin, Naftalis & Frankel                                                         
  (counselors at law); Secretary of the                                                                
  Company(3)                                                                                           
Richard S. Bodman*.............................  58     1992            12,578              (4)        
  Managing General Partner, AT&T Ventures LLC                                                          
  (May 1996--present); Senior Vice President,                                                          
  Corporate Strategy and Development, AT&T                                                             
  Corporation (communications) (August                                                                 
  1990--May 1996)                                                                                      
John F. Fort, III+.............................  54     1982            79,528              (4)        
  Chairman of the Board of the Company                                                                 
  (1982--December 1992); Chief Executive                                                               
  Officer of the Company (1982--June 1992);                                                            
  Director, Dover Corporation (diversified                                                             
  manufacturer) (November 1989--present);                                                              
  Director, Roper Industries (diversified                                                              
  products) (December 1995--present)                                                                   
Stephen W. Foss+...............................  54     1983            28,486              (4)        
  President, Foss Manufacturing Company Inc.                                                           
  (manufacturer of non-woven fabrics)                                                                  
Richard A. Gilleland...........................  52     1994             2,611              (4)        
  Chairman and Director, Quest Medical Products                                                        
  (medical products) (July 1996--present);                                                             
  Director, DePuy International (medical                                                               
  products) (July 1996--present); President and                                                        
  Chief Executive Officer, AMSCO International,                                                        
  Inc. (infection control products) (July                                                              
  1995-- July 1996); Senior Vice President of                                                          
  the Company (October 1994--July 1995);                                                               
  President                                                                                            

2 

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                                                        [Enlarge/Download Table]

                                                                   OUTSTANDING          % OF SHARES    
                                                                      COMMON             OF COMMON     
        NAME, PRINCIPAL OCCUPATION AND                DIRECTOR  STOCK BENEFICIALLY  STOCK BENEFICIALLY 
           POSITION WITH THE COMPANY             AGE   SINCE         OWNED(1)              OWNED       
-----------------------------------------------  ---  --------  ------------------  -------------------
                                                                                                       
  and Chief Executive Officer, The Kendall                                                             
  Company (July 1990--July 1995); Director                                                             
  OrNda Health Corp. (health care services                                                             
  management) (November 1991--present);                                                                
  Director, Remington Arms Company, Inc.                                                               
  (firearms and ammunition) (March 1994--                                                              
  present); Director, Physicians Resource Group                                                        
  (physician practice management services)                                                             
  (June 1995--present)                                                                                 
Philip M. Hampton*++@..........................  63     1985            25,000              (4)        
  Chairman of the Board, Metzler Corporation                                                           
  (investment bank) (October 1989--present);                                                           
  Director and Vice Chairman (Retired), Bankers                                                        
  Trust New York Corporation (1986--1989)                                                              
Frank E. Walsh, Jr.+*..........................  55     1992            51,481              (4)        
  Chairman, Sandyhill Foundation (charitable                                                           
  organization) (August 1996--present);                                                                
  Chairman, Wesray Capital Corporation                                                                 
  (investment bank) (October 1989--January                                                             
  1996); Director, Outlet Communications, Inc.                                                         
  (broadcasting) (1986--1996)                                                                          

------------                                                                    

+  Member of Audit Committee                                              

*  Member of Compensation Committee                                       

@  Lead Director                                                          

++  Member of Nominating Committee                                          

(1) The amounts shown are the number of shares of Common Stock owned          
  beneficially as of September 10, 1996, based on information furnished by
the persons named. For purposes hereof, 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.                       

(2) The amounts shown include 338,000 shares awarded Mr. Kozlowski under the  
   Company's 1994 Restricted Stock Ownership Plan for Key Employees on which
restrictions have not yet lapsed.                                     

(3) The law firm of Kramer, Levin, Naftalis & Frankel has performed and will  
perform legal services for the Company during the current fiscal year.

(4) Less than 1%.                                                             

The Board of Directors held eleven meetings during the 1996 fiscal year.
Directors received a fee of $40,000. Effective for fiscal year 1997, directors  
will receive an annual fee of $60,000. Fees are not paid for membership on any  
committee of the Board. Directors may make an irrevocable election each year to 
defer all or a portion of their annual fees into an account containing phantom  
shares of the Company's stock. The account is also credited with an amount equal
to the dividends which would have been earned on the shares if owned.           
Participants will receive payments from their account in cash, in either a lump 
sum or annual installments, beginning five years after the original deferral or 
at the termination of service on the Board, if earlier.                         

   The Board has an Audit Committee which reviews the internal controls of the
Company. It meets with appropriate Company financial personnel as well as the   
Company's independent accountants. The                                          

3 

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Audit Committee reviews the scope and results of the professional services      
provided by the Company's independent accountants and the fees charged for such 
services and makes such recommendations to the Board as it deems appropriate,   
including recommendations as to the appointment of independent accountants. The 
Audit Committee met two times in fiscal 1996.                                   

  The Board has a Compensation Committee which oversees the compensation and
benefits of executive officers and key managers of the Company and administers  
the 1978, 1983 and 1994 Restricted Stock Ownership Plans for Key Employees, the 
Tyco Incentive Compensation Plan, the 1995 Stock Option Plan and the Key        
Employee Loan Program. The Committee met once in fiscal 1996.                   

  The position of Lead Director, held by an outside director, is responsible
for coordinating with the Chairman to establish the Board's agenda and the      
nomination of new directors and their committee assignments, coordinating the   
evaluation of the Chairman and all directors, and acting as the lead non-       
employee director.                                                              

    The Board has a Nominating Committee which makes recommendations to the full
Board regarding nominations of individuals for election to the Board of         
Directors. The Nominating Committee will consider nominations submitted by      
stockholders. To submit a nomination, a stockholder should write to the Clerk of
the Company at the Company's corporate headquarters in Exeter, New Hampshire in 
time to be received not less than 60 calendar days in advance of the date (in   
the current year) of the Company's proxy statement issued in connection with the
Annual Meeting of Stockholders. Any such recommendation should include the name 
and address of the candidate, a brief biographical description or statement of  
the qualifications of the candidate and the candidate's signed consent to being 
named as a nominee in the Company's Proxy Statement, if nominated, and to serve 
as a director if elected. Committee members communicated with one another       
informally but did not hold a formal meeting in fiscal 1996.                    

Each director who served during fiscal 1996 attended at least 75% of the
aggregate of the total number of meetings of the Board and the total number of  
meetings of all committees on which he served.                                  

4 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY   

The following table sets forth, as of September 10, 1996, the beneficial
ownership of Tyco Common Stock by (i) those persons known by the Company to own 
beneficially more than 5% of the outstanding shares; (ii) each of the executive 
officers named under "Executive Compensation" below (other than Mr. Kozlowski); 
and (iii) all directors and officers of the Company as a group. See "Nominees   
for Directors" above for the beneficial ownership of Tyco Common Stock by Mr.   
Kozlowski and the other directors of the Company.                               

                                                        [Enlarge/Download Table]

                                                                OUTSTANDING       % OF OUTSTANDING 
                                                                COMMON STOCK        COMMON STOCK   
    BENEFICIAL OWNER                                         BENEFICIALLY OWNED  BENEFICIALLY OWNED
-----------------------------------------------------------  ------------------  ------------------
                                                                                                   
FMR Corp.(1)...............................................                                        
82 Devonshire Street                                                                               
  Boston, Massachusetts 02109                                    22,514,270             14.7%      
J.P. Morgan & Co. Incorporated(2)..........................                                        
60 Wall Street New York, New York 10260                          10,344,332              6.7%      
Jerry R. Boggess(3)........................................          55,239           *            
Robert P. Mead(4)..........................................         104,653           *            
Richard J. Meelia(5).......................................          82,794           *            
Mark H. Swartz(6)..........................................         225,225           *            
All directors and officers as a group (15 persons).........       1,925,193              1.3%      

------------                                                                    

* Less than 1%                                                                  

(1) In a Schedule 13G, with information as of December 31, 1995, FMR Corp., the 
   parent company of the Fidelity Investments organization, reported that such
    shares were not acquired for the purpose of acquiring or influencing control
    of the Company and that it has sole dispositive power over 22,514,270 shares
and sole voting power over 1,349,104 shares.                            

(2) In a Schedule 13G, with information as of December 31, 1995, J.P. Morgan &  
    Co. Incorporated reported that such shares were not acquired for the purpose
of acquiring or influencing control of the Company and that it has sole 
dispositive power over 9,993,172 shares, shared dispositive power over  
  293,560 shares, sole voting power over 5,581,277 shares, and shared voting
  power over 182,060 shares, all of which shares are held for the benefit of
its separate accounts.                                                  

(3) Includes 21,000 shares awarded to Mr. Boggess under the 1983 Restricted     
Stock Plan on which restrictions have not yet lapsed.                   

(4) Includes 20,534 shares awarded Mr. Mead under the 1994 Restricted Stock Plan
on which restrictions have not yet lapsed.                              

(5) Includes 50,858 shares awarded to Mr. Meelia under the 1994 Restricted Stock
Plan on which restrictions had not yet lapsed.                          

(6) Includes 144,000 shares awarded to Mr. Swartz under the 1994 Restricted     
Stock Plan on which restrictions have not yet lapsed.                   

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EXECUTIVE COMPENSATION                                                          

   The table below presents the annual and long-term compensation for services
in all capacities to the Company and its subsidiaries for those persons who     
were, at June 30, 1996, the Chief Executive Officer and the other four most     
highly compensated executive officers of the Company.                           

SUMMARY COMPENSATION TABLE(1) 

                                                        [Enlarge/Download Table]

                                                                                     LONG-TERM                           
                                    ANNUAL COMPENSATION(2)                          COMPENSATION                         
                    ------------------------------------------------------  ----------------------------                 
                                                  BONUS                       AWARDS         PAYOUTS                     
                                          ---------------------             ----------   ---------------                 

                                                                            RESTRICTED      LONG-TERM                    
NAME AND PRINCIPAL  FISCAL                   CASH      STOCK(3)               STOCK         INCENTIVE        ALL OTHER   
     POSITION        YEAR      SALARY       BONUS       BONUS     OTHER(4)  AWARDS(5)    PLAN PAYOUTS(6)  COMPENSATION(7)
------------------  ------   ----------   ----------   --------   --------  ----------   ---------------  ---------------
                                                                                                                         
L. Dennis            1996    $1,000,000   $1,000,000   $          $183,359                 $ 6,578,750      $   146,988  
Kozlowski.........   1995     1,000,000    1,000,000                77,638                   1,375,000           39,695  
Chairman of the      1994     1,000,000      585,000                40,000                                       11,990  
 Board and Chief                                                                                                         
 Executive Officer                                                                                                       

Jerry R.             1996       343,750      707,804     50,855      7,515                                       54,260  
Boggess...........                                                                                                       
Vice President--                                                                                                         
 President, Tyco                                                                                                         
 Fire and Safety                                                                                                         
 Services                                                                                                                

Robert P. Mead....   1996       393,750    1,000,000    427,042     10,742                                       85,278  
Vice President--     1995       325,000      739,700    231,385      3,207                                       17,457  
 President, Tyco     1994       322,913      587,000                                                             14,430  
 Flow Control                                                                                                            

Richard J.           1996       458,077      877,590    643,956                                                  84,984  
Meelia............                                                                                                       
Vice President--                                                                                                         
 President, The                                                                                                          
 Kendall Company                                                                                                         

Mark H. Swartz....   1996       347,500      500,000                 4,929                   2,510,313           46,289  
Vice President--     1995       275,000      550,000                                           550,000            6,713  
 Chief Financial                                                                                                         
 Officer                                                                                                                 

------------                                                                    

(1) The table presents compensation data for Messrs. Kozlowski and Mead for all 
    three fiscal years, for Mr. Swartz, who first became an executive officer of
the Company in fiscal 1995, for fiscal 1996 and 1995, and for Messrs.   
 Boggess and Meelia, who first became executive officers of the Company in
fiscal 1996, for fiscal 1996, but not for any prior year.               

(2) Under the Tyco International Ltd. Deferred Compensation Plan, the amount of 
    total salary and bonus that has been deferred for fiscal 1996 is as follows:
Mr. Kozlowski--$250,000, Mr. Boggess--$228,902, Mr. Mead--$200,000, Mr. 
Meelia--$829,353 and Mr. Swartz--$375,000.                              

(3) For fiscal 1996, bonuses were payable as follows: Mr. Boggess--1,175 shares 
    and Mr. Mead-- 9,867 shares. The amount listed in the table above for fiscal
  1996 reflects the fair market value of the shares ($43.28125 per share) on
the date of payment. Mr. Meelia received 10,000 shares at $43.28125 per 
share and 5,142 shares at $41.0625 per share.                           

(4) Amount includes director's fees of $40,000 for Mr. Kozlowski and, for all   
applicable persons, the imputed interest on loans under the Key Employee
   Loan Program reflecting the difference between the interest rate thereunder
and the average prime rate for the year.                                

(5) Recipients of restricted shares have the right to vote such shares and to   
  receive dividends. The number and value of shares held at June 30, 1996 on
  which restrictions have not lapsed were as follows: Mr. Kozlowski--190,000
  shares, $7,742,500; Mr. Boggess--21,000 shares, $855,750; Mr. Mead--24,000
 shares, $978,000; Mr. Meelia--66,000 shares, $2,689,500; and Mr. Swartz--
   82,000 shares, $3,341,500. The market value at June 30, 1996 was $40.75 per
share, which was the                                                    

                                         (Footnotes continued on following page)

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(Footnotes continued from preceding page)                                       
    closing price on that date. For fiscal 1996, the number and value (as of the
date of vesting) of shares on which restrictions lapsed were (excluding 
those shares described in footnote 6 below): Mr. Boggess--6,000 shares, 
 $221,625; Mr. Mead--4,000 shares, $151,000; and Mr. Swartz--1,000 shares,
$40,719.                                                                

(6) For performance in fiscal 1996 under the Tyco Incentive Compensation Plan,  
    Mr. Kozlowski and Mr. Swartz earned 152,000 and 58,000 shares, respectively.
  The amounts listed in the table above of $6,578,750 and $2,510,313 reflect
    the fair market value of the 152,000 and 58,000 shares, respectively, on the
date of payment ($43.28125 per share).                                  

(7) Amount includes contributions to a Supplemental Executive Retirement Plan   
    ("SERP") of $114,500 for Mr. Kozlowski, $33,745 for Mr. Boggess, $68,841 for
Mr. Mead, $63,757 for Mr. Meelia and $33,729 for Mr. Swartz and amounts 
  contributed or accrued under the Company's defined contribution retirement
plan as follows: Mr. Kozlowski--$15,000, Mr. Boggess--$15,750, Mr.      
Mead--$15,750, Mr. Meelia--$12,040, and Mr. Swartz--$10,298. Amount also
    includes interest credited on deferred compensation in excess of 120% of the
 applicable federal long-term rate as follows: Mr. Kozlowski--$17,477, Mr.
Boggess $4,765, Mr. Mead--$6,897, Mr. Meelia-- $9,187 and Mr.           
Swartz--$2,262.                                                         

The following table sets forth certain information regarding long-term  
incentive plan awards during fiscal 1996 to certain of the individuals named in 
the Summary Compensation Table:                                                 

LONG TERM INCENTIVE PLAN AWARDS IN MOST RECENT FISCAL YEAR

                                                        [Enlarge/Download Table]

                                                                            ESTIMATED FUTURE PAYOUTS         
                                                                       UNDER NON-STOCK PRICE-BASED PLANS     
                                                                   ------------------------------------------
                               NUMBER OF        PERFORMANCE OR                                               
                             SHARES, UNITS    OTHER PERIOD UNTIL                                             
   NAME                     OR OTHER RIGHTS  MATURATION OR PAYOUT  THRESHOLD (#)    TARGET (#)    MAXIMUM (#)
--------------------------  ---------------  --------------------  -------------    ----------    -----------
                                                                                                             
L. Dennis Kozlowski.......      300,000             3 years              0            240,000       300,000  
Mark H. Swartz............      100,000             3 years              0             80,000       100,000  

The above table reflects shares awarded under the 1994 Restricted Stock 
Ownership Plan for Key Employees, which will be earned in accordance with       
performance criteria specified under the Company's Incentive Compensation Plan. 
The performance plan encompasses a three-year cycle tied principally to earnings
per share growth of the Company. If the maximum number of shares are earned     
prior to the end of the three-year cycle, additional awards can be provided at  
the discretion of the Compensation Committee, subject to annual grant           
limitations established by the Tyco Incentive Compensation Plan.                

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION                   

The Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee") sets the level of compensation and benefits for the   
Company's executive officers and key managers and oversees the administration of
executive compensation programs. The Compensation Committee is composed solely  
of independent directors, and none of these directors has any interlocking or   
other relationships with the Company that are subject to disclosure under the   
Securities and Exchange Commission rules relating to proxy statements.          

 The Compensation Committee's executive compensation policies are designed
to:                                                                             

   . Attract and retain senior executives who will contribute to the long-term
success and growth of the Company;                                      

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. Reward executives for increased profitability and resulting increased 
stockholder value by closely aligning the financial interests of senior 
executives with those of stockholders;                                  

. Provide equitable compensation within a competitive framework of      
comparable industrial companies; and                                    

. Emphasize the importance of stockholder interests through heavily     
   weighting the top executives' compensation with grants of restricted stock.

The Compensation Committee seeks to achieve these goals through a       
compensation program applicable to all corporate officers and to the operating  
unit officers reporting directly to the Chief Executive Officer. The program    
consists primarily of the following:                                            

. Base Pay: Based upon levels that reflect the degree of responsibility 
associated with the executive's position and the executive's past       
achievements;                                                           

    . Annual Incentive Bonuses: Paid in cash and/or stock based upon achievement
   of annual earnings and working capital targets established for the relevant
business unit and/or the overall performance of the Company; and        

    . Long-term, Equity-based Incentive Compensation: Tied to stockholder return
in that the value of the executive's stockholdings fluctuates with the  
movement in stock price. The restricted stock program consists of grants
which vest annually over periods of three to ten years. The lapse of    
restrictions occurs either as a result of attaining certain             
 performance-based criteria, if subject to the Tyco Incentive Compensation
Plan, or through passage of time for awards not subject to the Tyco     
Incentive Compensation Plan. The number of shares awarded is based upon 
certain financial and management performance targets as well as the     
    individual's potential for future contribution to the Company. The principal
purpose of the restricted stock program is to encourage executives to   
   enhance the value of the Company and, therefore, the price of the Company's
 stock and the return to stockholders. Additionally, this component of the
   compensation program creates an incentive for the individual to remain with
the Company until restrictions on all shares have lapsed.               

  In determining competitive compensation levels, the Compensation Committee
analyzes information from several independent surveys, which include information
regarding comparably-sized industrial companies. Since the Company's market for 
executive talent extends beyond its own industries, the survey data include     
companies outside the industrial classifications represented in the Dow Jones   
Industrial--Diversified Index referred to below under "Stockholder Return       
Performance Presentation."                                                      

The named executive officers in the Company's annual Proxy Statement are
participants in the Tyco Incentive Compensation Plan (the "Incentive Plan").    
Through the Incentive Plan, the named executives can each earn a cash bonus, as 
well as vest in shares subject to restricted stock grants, based on the         
attainment of certain performance goals. These performance goals are based on   
three business criteria for the chief executive officer and named corporate     
officers: (i) the Company's growth in earnings per share; (ii) increases in     
earnings before tax; and (iii) improvement in operating cash flow, each as      
defined. For those named executives who have divisional operating               
responsibilities, the performance targets are measured through improvement in   
division earnings before interest and tax as defined, as well as achieving      
certain working capital goals. Specific annual targets for the performance      
measures under the Incentive Plan are established in writing by the Compensation
Committee within 90 days of the beginning of the fiscal year to which the       
performance goals relate. Prior to any payments from the Incentive Plan, the    
Compensation Committee will certify that the performance goals have been        
satisfied.                                                                      

    During fiscal 1994, the Board of Directors adopted the 1994 Restricted Stock
Ownership Plan for Key Employees (the "1994 Restricted Stock Plan"). This Plan  
allows the Compensation Committee to continue its emphasis on long-term,        
equity-based compensation by granting restricted stock to the                   

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named executive officers as well as other key members of the Company management.
The 1994 Restricted Stock Plan is an integral part of the Incentive Plan because
a significant component of the compensation thereunder may result from the      
vesting of shares with respect to stock grants if the stated performance goals  
are met.                                                                        

  The Internal Revenue Code, as amended by the Omnibus Budget Reconciliation
Act of 1993, requires stockholder approval to assure continued tax deductibility
of performance-based compensation over $1 million paid to the Chief Executive   
Officer and the four other highest paid executive officers. In light of this,   
the Compensation Committee has determined, where practicable, to modify         
executive incentive plans so as to maximize the tax deductibility of            
compensation paid to its top executive officers. The Compensation Committee has 
structured the performance-based portion of its executive officers' compensation
(which currently consists of the Tyco Incentive Compensation Plan approved by   
the stockholders at the Company's Annual Meeting on October 19, 1994) in a      
manner intended to comply with these Internal Revenue Code provisions. The      
fiscal 1996 incentive awards were granted in accordance with the Tyco Incentive 
Compensation Plan.                                                              

    The Compensation Committee believes that the overall performance of its most
senior executives cannot in all cases be reduced to a fixed formula and that the
prudent use of discretion in determining pay levels is in the best interest of  
the Company and its stockholders. While achieving certain predetermined goals is
fundamental to earning incentive payments, neither the Compensation Committee   
nor management can anticipate unusual events which may have a material effect on
the ability to achieve the desired results, but which may be entirely beyond the
control of management. Under certain circumstances, the Compensation Committee's
use of discretion in determining amounts of compensation may be appropriate. In 
those situations, compensation may not be fully deductible on the Company's tax 
return. However, the Compensation Committee does not believe that such loss of  
deductibility will have a material effect on the results of operations or the   
financial condition of the Company.                                             

Annually, the Compensation Committee reviews with the Chief Executive   
Officer the individual performance of each of the other executive officers and  
his recommendations with respect to the appropriate compensation awards. The    
Compensation Committee also reviews with the Company's Chief Executive Officer  
the financial and other objectives for each of the executive officers for the   
following year.                                                                 

  The Compensation Committee meets shortly after the end of each fiscal year
to consider and make its determination regarding the total compensation of the  
Chief Executive Officer for the ensuing year. The Compensation Committee        
determines such compensation based on its assessment of the individual          
performance of the Chief Executive Officer, a review of the Company's operating 
performance (including such factors as revenues, operating income, earnings per 
share and cash flow generation), an analysis of total returns to stockholders   
relative to total returns with respect to the shares of comparable companies and
a review of compensation of the chief executive officers of companies in similar
businesses and of comparable size. In accordance with the Tyco Incentive        
Compensation Plan, the Compensation Committee awarded Mr. Kozlowski a cash bonus
of $1,000,000 and allowed the restrictions to lapse on 152,000 shares of        
restricted stock awarded under the 1994 Restricted Stock Ownership Plan for Key 
Employees. In reviewing the appropriateness of Mr. Kozlowski's overall          
compensation package, the Compensation Committee considered the specific        
performance criteria provided in the Tyco Incentive Plan as well as the         
following factors: (i) the Company's strong operating performance in fiscal 1996
as reflected by the fact that, excluding transaction costs and extraordinary    
item, income before income taxes increased by $101.8 million, or approximately  
24%, over fiscal 1995, and for the same period earnings per share increased by  
24% and (ii) stockholders had a total return of 51% on their Tyco shares during 
fiscal 1996, while the S&P 500 Index reflected a return of approximately 26%.   

------------------------

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MEMBERS OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY
RICHARD S. BODMAN, CHAIRMAN 
PHILIP M. HAMPTON 
FRANK E. WALSH, JR. 

KEY EMPLOYEE CORPORATE LOAN PROGRAM                                             

   The Board of Directors has established the 1983 Key Employee Corporate Loan
Program, as amended (the "Loan Program"), with loan proceeds to be used for the 
payment of taxes due as a result of the vesting of ownership of shares of Common
Stock under the 1983 or 1994 Restricted Stock Ownership Plans.                  

The Loan Program is administered by the Compensation Committee. The     
Compensation Committee may authorize a maximum amount of loans per participant  
up to a maximum of five times the participant's annual salary (base salary plus 
bonus) determined at the date of the loan application. The loans are unsecured. 
Loans under the Loan Program generally bear interest at the Company's           
incremental short-term borrowing rate, with some loans granted prior to January 
1, 1993 bearing interest at 8%. A potential participant's creditworthiness will 
be considered before a loan is authorized. Loans are generally repayable in ten 
years or when the participant reaches age 69, whichever occurs first, except    
that earlier payments must be made in the event that the participant's          
employment with the Company or its subsidiaries terminates. The participant is  
also required to make loan payments upon the sale or other disposition of shares
(other than gifts to certain family members) with respect to which loans have   
been granted.                                                                   

At June 30, 1996, the amount of loans outstanding under the Loan Program
totaled $12,620,723 of which $6,901,191 was loaned to Mr. Kozlowski, $207,927 to
Mr. Boggess, $413,797 to Mr. Mead and $316,513 to Mr. Swartz.                   

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STOCKHOLDER RETURN PERFORMANCE PRESENTATION                                     

    Set forth below is a graph comparing the cumulative total stockholder return
on the Company's Common Stock against the cumulative total return of the S&P 500
Index and the Dow Jones Industrial--Diversified Index for each of the five years
in the period ended June 30, 1996.                                              

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* 
AMONG TYCO INTERNATIONAL LTD., THE S & P 500 INDEX
AND THE DOW JONES INDUSTRIAL-DIVERSIFIED INDEX

250                                                         

200                                                         

DOLLARS   150                   [GRAPH]                                         

100                                                         

50                                                        

0                                                       
6/91     6/92     6/93     6/94     6/95     6/96 

---------------------------------------------------------------------------     
                     6/91     6/92     6/93     6/94     6/95     6/96
---------------------------------------------------------------------------     
Tyco International Ltd    100       72       88       99      117      177      
S&P 500                   100      111      129      131      164      206      
Dow Jones Industrial-                                                           
Diversified             100      113      133      138      165      208    
---------------------------------------------------------------------------     

* $100 invested on 6/30/91 in stock or index -                
Including reinvestment of dividends.                      
Fiscal year ending June 30.                               

The graph below shows the cumulative total return to the Company's      
stockholders since July 1992, the point at which Mr. Kozlowski became Chief     
Executive Officer, compared with the same indices shown in the previous graph,  
thus illustrating the relative performance of the Company during the period of  
his leadership as Chief Executive Officer.                                      

COMPARISON OF 4 YEAR CUMULATIVE TOTAL RETURN* 
AMONG TYCO INTERNATIONAL LTD., THE S & P 500 INDEX
AND THE DOW JONES INDUSTRIAL-DIVERSIFIED INDEX

300                                                         

250                                                         

DOLLARS   200                   [GRAPH]                                         

150                                                         

100                                                         

50                                                        

0                                                       
6/92     6/93     6/94     6/95     6/96        

------------------------------------------------------------------              
            6/92     6/93     6/94     6/95     6/96
------------------------------------------------------------------              
Tyco International Ltd    100      123      138      163      248               
S&P 500                   100      120      125      148      186               
Dow Jones Industrial-                                                           
Diversified             100      114      115      145      183             
------------------------------------------------------------------              

* $100 invested on 6/30/92 in stock or index -                
Including reinvestment of dividends.                      
Fiscal year ending June 30.                               

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PROPOSAL NUMBER TWO 

PROPOSAL TO AMEND THE RESTATED ARTICLES OF ORGANIZATION OF THE COMPANY TO 
INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK, PAR 
VALUE $0.50 PER SHARE, TO 500,000,000 SHARES

 The Board of Directors recommends that the Company's Restated Articles of
Organization, as amended, be further amended to increase the number of          
authorized shares of the Company's Common Stock, par value $0.50 per share, from
180,000,000 to 500,000,000 shares. Currently there are 180,000,000 shares of the
Company's Common Stock, $0.50 par value per share, authorized. The Company's    
2,000,000 shares of authorized Preferred Stock, none of which has been issued,  
would not be affected by the proposed amendment.                                

 As of September 10, 1996, [      ] shares of Common Stock were issued, of
which [      ] shares were held in the Company's Treasury, leaving a total of   
[      ] shares authorized but unissued. Of these unissued shares, [      ]     
shares have been reserved for issuance under the 1994 Restricted Stock Ownership
Plan and [      ] shares have been reserved for issuance under the 1995 Stock   
Option Plan, leaving [      ] unissued shares plus [      ] Treasury shares     
available for other purposes. Under the proposed amendment, an additional       
320,000,000 shares of Common Stock would be available for issuance.             

   The Board believes it is desirable to have the additional authorized shares
of Common Stock available for stock splits or dividends, employee benefit plans,
future financings, acquisitions, or other corporate purposes. On November 14,   
1995, the Company declared a two-for-one stock split in the form of a 100% stock
dividend. In the event the Board of Directors should decide to declare another  
stock split, there are not sufficient shares currently available to be able to  
accomplish such a distribution. The Company has no present plan to issue shares 
of the Common Stock proposed to be authorized. Pursuant to the By-Laws of the   
Company, the Board would have the sole discretion to issue the additional shares
of Common Stock from time to time for any corporate purpose without further     
action by stockholders, except as may be required by law or stock exchange      
rules, and without first offering such shares to stockholders.                  

The Board of Directors recommends that stockholders vote FOR Proposal Number
Two.

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INDEPENDENT ACCOUNTANTS 

The Board of Directors has selected Coopers & Lybrand L.L.P. to be the  
independent public accountants to audit the consolidated financial statements of
the Company for the fiscal year ending June 30, 1997. Coopers & Lybrand L.L.P.  
was first appointed during fiscal 1994. Audit services performed by Coopers &   
Lybrand L.L.P. for fiscal 1996 included the examination of the consolidated     
financial statements of the Company and its subsidiaries.                       

  Representatives of Coopers & Lybrand L.L.P. do not expect to be present at
the meeting, but any stockholder who wishes to communicate with representatives 
of Coopers & Lybrand L.L.P. should communicate directly with the Engagement     
Partner, John O'Connor, One International Place, Boston, Massachusetts 02110.   

AMENDMENT TO BY-LAWS

  The Board of Directors of the Company, at a meeting held on July 31, 1996,
amended Article I, Section 3(b) of the By-Laws of the Company to lengthen the   
period of advance notice of a stockholder proposal or nomination from 20        
business days to 60 calendar days.                                              

FUTURE STOCKHOLDER PROPOSALS

In accordance with the rules established by the Securities and Exchange 
Commission, any stockholder proposal intended for inclusion in next year's proxy
statement should be sent to the Clerk of the Company at One Tyco Park, Exeter,  
New Hampshire 03833, and must be received by June 24, 1997. Such proposal must  
also comply with the requirements as to form and substance established by the   
Securities and Exchange Commission in order to be included in the Proxy         
Statement.                                                                      

 In addition, the Company's By-Laws provide that any stockholder of record
wishing to nominate a director or have a stockholder proposal considered at an  
annual meeting must provide written notice of such nomination or proposal and   
appropriate supporting documentation, as set forth in the By-Laws, to the       
Company at its principal executive offices not less than 60 calendar days prior 
to the scheduled date of the annual meeting.                                    

ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION 

 Copies of the Annual Report (Form l0-K) of the Company for the year ended
June 30, 1996, as filed with the Securities and Exchange Commission (without    
exhibits), are available to stockholders free of charge by writing to: Investor 
Relations, Tyco International Ltd., One Tyco Park, Exeter, New Hampshire 03833. 

GENERAL 

The enclosed proxy is solicited on behalf of the Company's Board of     
Directors. Unless otherwise directed, the individuals named in the enclosed     
proxy will vote to elect the directors named herein.                            

    The Board of Directors of the Company is not aware of any other matter which
is to be presented for action at the meeting. If any matter other than those    
described herein does properly come before the meeting, the individuals named in
the enclosed proxy will vote the shares represented thereby in accordance with  
their best judgment.                                                            

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TYCO INTERNATIONAL LTD. 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

 The undersigned hereby appoints L. Dennis Kozlowski and Mark H. Swartz, and
each of them, proxies with power of substitution to vote for and on behalf of   
the undersigned at the Annual Meeting of Stockholders of Tyco International Ltd.
(the "Company") to be held at the principal executive offices of the Company,   
Tyco Park, Exeter, New Hampshire 03833 on Tuesday, October 22, 1996, at 9:00    
a.m. and at any adjournment or postponement thereof, all shares of Common Stock 
of record in the name of the undersigned, hereby granting full power and        
authority to act on behalf of the undersigned at the said meeting, and any      
adjournment thereof.                                                            

THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO          
SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED "FOR" THE EIGHT NOMINEES      
PROPOSED IN THE ELECTION OF DIRECTORS, "FOR" THE PROPOSED AMENDMENT OF THE      
RESTATED ARTICLES OF ORGANIZATION, AS AMENDED, TO INCREASE THE NUMBER OF        
AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK TO 500,000,000 SHARES, AND IN   
THE DISCRETION OF THE PROXIES NAMED HEREIN, ACT UPON ANY OTHER MATTERS WHICH MAY
PROPERLY COME BEFORE THE MEETING.                                               

(1) TO ELECT EIGHT DIRECTORS FOR THE ENSUING YEAR;                              

                                                        [Enlarge/Download Table]
                                                                                                 
FOR all nominees listed:  WITHHOLD AUTHORITY TO   L. D. Kozlowski, J. M. Berman, R. S. Bodman, J.
(EXCEPT AS MARKED TO THE  VOTE FOR ALL NOMINEES  F. Fort, III, S. W. Foss, R. A. Gilleland, P. M.
        CONTRARY)                LISTED                      Hampton, F. E. Walsh, Jr.           
           / /                     / /                                                           

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below)

--------------------------------------------------------------------------------

                                                     (Continued on reverse side)

PRE 14A Last Page of 18 TOC 1st Previous Next ↓Bottom Just 18th
(2) TO AMEND THE RESTATED ARTICLES OF ORGANIZATION OF THE COMPANY, AS AMENDED,  
TO INCREASE THE AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK TO      
500,000,000 SHARES; AND                                                 
                             FOR / /           AGAINST / /           ABSTAIN / /

(3) TO CONSIDER AND ACT UPON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE
MEETING.                                                                

                                                Please sign exactly as your name
                                               appears on this card. If shares
                                              are registered in the names of
                                                two or more persons, each should
                                                sign. Executors, administrators,
                                        guardians, attorneys and
                                             corporate officers should add
                             their titles.

                                              The undersigned hereby revokes
                                              any proxy previously given and
                                               acknowledges receipt of written
                                        notice of, and the Proxy
                                              Statement for, the 1996 Annual
                                               Meeting of Stockholders and the
                                         1996 Annual Report of the
                        Company.

                                               Dated: __________________, 1996
                                               _______________________________
                                               _______________________________
                                                 Signature

"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING EQUIPMENT WILL RECORD
YOUR VOTES"

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	6/30/97	16		10-K405
	6/24/97	16
For Period End:	10/22/96	2	17	DEF 14A
	9/16/96	2	4
	9/10/96	4	15
Filed on:	9/6/96
	7/31/96	16
	6/30/96	9	16	10-K
	12/31/95	8		10-Q
	11/14/95	15		10-Q, DEF 14A
	10/19/94	12		SC 13D/A
	1/1/93	13
				List all Filings

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Filing Submission 0000950112-96-003184 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Tyco International Ltd – ‘PRE 14A’ for 10/22/96

As of: Friday, 9/6/96 · For: 10/22/96 · Accession #: 950112-96-3184 · File #: 0-20613

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents