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TYCO INTERNATIONAL plc – ‘10-K/A’ for 9/30/98

As of: Thursday, 1/28/99 · For: 9/30/98 · Accession #: 950135-99-371 · File #: 1-13836 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 2/1/99 by the SEC on 2/1/99. `®`

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

 1/28/99  Tyco International Ltd            10-K/A®     9/30/98    1:41K                                    Bowne of Boston/FA

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Tyco International Ltd                                12     77K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Company Directors Executive Compensation
1	1st Page - Filing Submission
3	Directors
9	Executive Compensation
10	Company

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 ON FORM 10-K/A
TO FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

0-16979 
(COMMISSION FILE NUMBER)

TYCO INTERNATIONAL LTD. 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                [Download Table]
                                                                          
            BERMUDA                                     NOT APPLICABLE    
(JURISDICTION OF INCORPORATION)                         (IRS EMPLOYER     
                                                    IDENTIFICATION NUMBER)

THE GIBBONS BUILDING, 10 QUEEN STREET, SUITE 301, HAMILTON, HM11, BERMUDA 
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)

441-292-8674* 
(REGISTRANT'S TELEPHONE NUMBER) 

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: 

                                                                [Download Table]
                                                                        
                                                 Name of each exchange  
Title of each class                              on which registered    
COMMON STOCK, PAR VALUE $0.20                    NEW YORK STOCK EXCHANGE
SERIES A FIRST PREFERENCE SHARE PURCHASE         NEW YORK STOCK EXCHANGE
RIGHTS                                                                  

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days. Yes  [X]     No.  [ ]                 

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III or this Form 10-K or any amendment to this
Form 10-K.  [X].                                                                

    The aggregate market value of voting common stock held by nonaffiliates of
registrant was $39,636,878,846 as of November 6, 1998.                          

     The number of shares of common stock outstanding as of November 6, 1998 was
647,323,419.                                                                    

DOCUMENTS INCORPORATED BY REFERENCE 

     See pages 18 to 21 in the original Form 10-K filed on December 10, 1998 for
the exhibit index.                                                              

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

* The executive offices of registrant's principal United States subsidiary, Tyco
International (US) Inc., are located at One Tyco Park, Exeter, New Hampshire
03833. The telephone number there is (603) 778-9700.                        
--------------------------------------------------------------------------------
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10-K/A 2nd Page of 12 TOC 1st Previous Next ↓Bottom Just 2nd

TYCO INTERNATIONAL LTD.                                                         

AMENDMENT NO. 1 ON FORM 10-K/A TO THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR   
ENDED SEPTEMBER 30, 1998                                                        

Part III, Item 10.  Directors and Executive Officers of the Registrant

Part III, Item 11.  Executive Compensation                            

 Part III, Item 12.  Security Ownership of Certain Beneficial Owners and
Management                                                                      

Part III, Item 13.  Certain Relationships and Related Transactions    

    In compliance with General Instruction G (3) to Form 10-K, the information
required under these items is contained in the following Attachment A, which is 
included herein and made part of this Annual Report on Form 10-K, not later than
120 days after the end of the fiscal year.                                      

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on    
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly       
authorized.                                                                     

                               TYCO INTERNATIONAL LTD.

                                By /s/    MARK H. SWARTZ
                                           -----------------------------------
                                            MARK H. SWARTZ
                                            Executive Vice President and Chief
                                               Financial Officer
                                             (Principal Financial and Accounting
                                              Officer)

Date:  January 28, 1999                                                         

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ATTACHMENT A

DIRECTORS                                                                       

Set forth below are the names, ages, positions and certain other      
information concerning the current Directors of Tyco as of November 30, 1998.   

                                                        [Enlarge/Download Table]

                                                                                              % OF    
                                                                                          OUTSTANDING 
                    NAME, PRINCIPAL                                        NUMBER OF         COMMON   
                    OCCUPATION AND                                          COMMON           SHARES   
                     POSITION WITH                            DIRECTOR   SHARES OWNED        OWNED    
                      THE COMPANY                        AGE   SINCE    BENEFICIALLY(1)   BENEFICIALLY
                    ---------------                      ---  --------  ---------------   ------------
                                                                                                      
L. Dennis Kozlowski....................................  52     1997        3,170,954(2)      (13)    
  Chairman of the Board, President and Chief Executive                                                
  Officer, Tyco (July 1997-present); Chairman of the                                                  
  Board, Former Tyco (January 1993-July 1997); Chief                                                  
  Executive Officer, Former Tyco (July 1992-present);                                                 
  President, Former Tyco (1989-present); Chief                                                        
  Operating Officer, Former Tyco (1989-1995);                                                         
  President, Grinnell Corporation (January 1984-                                                      
  February 1997); Director, Applied Power Inc. (control                                               
  products) (July 1994-present); Director, Raytheon                                                   
  Company (electronic systems and equipment) (June                                                    
  1995-present); Director, US Office Products (office                                                 
  products) (June 1998 to present); Director, Dynatech                                                
  Corporation (voice, video and data products)                                                        
  (September 1995-May 1998); Director, RJR Nabisco                                                    
  Holdings Corp. (consumer products) (June 1996-May                                                   
  1998)                                                                                               

Michael A. Ashcroft....................................  52     1984        4,141,666(3)      (13)    
  Chairman, BHI Corporation (services company) (1987-                                                 
  present); Chairman, Carlisle Holdings Limited                                                       
  (services company) (1998-present); Chairman of the                                                  
  Board and Chief Executive Officer of Tyco (then                                                     
  called ADT) (1984-July 1997); Chairman of the Board                                                 
  and Chief Executive Officer, Hawley Group PLC                                                       
  (predecessor to ADT) (1977-1984)                                                                    

Joshua M. Berman(4)....................................  60     1997           72,090(4)      (13)    
  Counsel to Kramer Levin Naftalis & Frankel LLP                                                      
  (counselors at law) (April 1985-present); Vice                                                      
  President, Tyco (July 1997-present); Director, Former                                               
  Tyco (1967-November 1997)                                                                           

Richard S. Bodman*+....................................  60     1997           35,056(5)      (13)    
  Managing General Partner, AT&T Ventures LLC (venture                                                
  capital) (May 1996-present); Senior Vice President,                                                 
  Corporate Strategy and Development, AT&T Corporation                                                
  (communications) (August 1990-May 1996); Director,                                                  
  Reed Elsevier, plc (publishing) (June 1996-present);                                                
  Director, Internet Security Systems Group (May                                                      
  1997-present); Director, Lin Television                                                             
  (broadcasting) (May 1996-December 1997); Director,                                                  
  National Housing Partnerships Inc. (real estate)                                                    
  (August 1995-December 1997); Director, Former Tyco                                                  
  (1992-November 1997)                                                                                

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                                                        [Enlarge/Download Table]

                                                                                              % OF    
                                                                                          OUTSTANDING 
                    NAME, PRINCIPAL                                        NUMBER OF         COMMON   
                    OCCUPATION AND                                          COMMON           SHARES   
                     POSITION WITH                            DIRECTOR   SHARES OWNED        OWNED    
                      THE COMPANY                        AGE   SINCE    BENEFICIALLY(1)   BENEFICIALLY
                    ---------------                      ---  --------  ---------------   ------------
                                                                                                      
John F. Fort, III*+....................................  57     1997          123,860(6)      (13)    
  Chairman of the Board, Former Tyco (1982-December                                                   
  1992); Chief Executive Officer, Former Tyco (1982-                                                  
  June 1992); Director, Dover Corporation (diversified                                                
  manufacturer) (November 1989-present); Director,                                                    
  Roper Industries (diversified products) (December                                                   
  1995-present); Director, Former Tyco (1982-November                                                 
  1997)                                                                                               

Stephen W. Foss**......................................  56     1997           66,792(7)      (13)    
  Chairman, President and Chief Executive Officer, Foss                                               
  Manufacturing Company, Inc. (manufacturer of                                                        
  synthetic fibers and non-woven fabrics)                                                             
  (1969-present); Director, Ameron International                                                      
  (diversified manufacturer) (1994-present); Director,                                                
  Former Tyco (1983-November 1997)                                                                    

Richard A. Gilleland...................................  54     1997           29,682(8)      (13)    
  President of Tyco Healthcare Group (October                                                         
  1998-present); Chairman, President and Chief                                                        
  Executive Officer of Physician's Resource Group, Inc.                                               
  (December 1997-September 1998); President and Chief                                                 
  Executive Officer, AMSCO International, Inc.                                                        
  (healthcare) (July 1995-July 1996); Senior Vice                                                     
  President, Former Tyco (October 1994-July 1995);                                                    
  Chairman, President and Chief Executive Officer, The                                                
  Kendall Company (July 1990-July 1995); Director,                                                    
  DePuy International (medical products) (July                                                        
  1996-present); Director, Physician's Resource Group,                                                
  Inc. (physician practice management services) (June                                                 
  1995-September 1998); Director, Remington Arms                                                      
  Company, Inc. (firearms and ammunition) (March                                                      
  1994-present); Director, Former Tyco (1994-November                                                 
  1997)                                                                                               

Philip M. Hampton**+++.................................  66     1997           54,376(9)      (13)    
  Co-Managing Director, R. H. Arnold & Co. (investment                                                
  bank) (April 1997-present); Chairman of the Board,                                                  
  Metzler Corporation (investment bank) (October                                                      
  1989-March 1997); Director and Vice Chairman, Bankers                                               
  Trust New York Corporation (banking) (1986-1989);                                                   
  Director, Former Tyco (1985-November 1997)                                                          

James S. Pasman, Jr.*..................................  68     1992            8,157(10)     (13)    
  President and Chief Operating Officer, National                                                     
  Intergroup, Inc. (industrial holding company)                                                       
  (1989-1991); Chairman, Permian Oil Corporation                                                      
  (1989-1991); Chairman and Chief Executive Officer,                                                  
  Kaiser Aluminum and Chemical Corp. (aluminum and                                                    
  chemicals) (1987-1989); Director, BEA Income Fund,                                                  
  Inc. (1988-present); BEA Strategic Global Income                                                    
  Fund, Inc. (1988-present); BT Insurance Funds Trust                                                 
  (March 1996-present); Education Management Corp.                                                    
  (August 1997-present).                                                                              

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                                                        [Enlarge/Download Table]

                                                                                              % OF    
                                                                                          OUTSTANDING 
                    NAME, PRINCIPAL                                        NUMBER OF         COMMON   
                    OCCUPATION AND                                          COMMON           SHARES   
                     POSITION WITH                            DIRECTOR   SHARES OWNED        OWNED    
                      THE COMPANY                        AGE   SINCE    BENEFICIALLY(1)   BENEFICIALLY
                    ---------------                      ---  --------  ---------------   ------------
                                                                                                      
W. Peter Slusser**.....................................  69     1992            8,741(11)     (13)    
  President, Slusser Associates, Inc. (investment firm)                                               
  (1988-present); Managing Director and Head of Merger                                                
  and Acquisitions, PaineWebber Incorporated                                                          
  (1976-1988); Director, Ampex Corporation (high                                                      
  performance television and data storage recording                                                   
  systems) (1992-present); Director, Sparton                                                          
  Corporation (anti-submarine warfare products and                                                    
  electronics) (1997-present)                                                                         

Frank E. Walsh, Jr.**..................................  57     1997          113,231(12)     (13)    
  Chairman, Sandyhill Foundation (charitable                                                          
  organization) (August 1996-present); Chairman, Wesray                                               
  Capital Corporation (investment firm) (1989-1996);                                                  
  Director, Former Tyco (1992-November 1997)                                                          

---------------                                                                 
*  Member of Audit Committee                                                

**  Member of Compensation Committee                                          

+  Member of Corporate Governance and Nominating Committee                  

++  Lead Director                                                           

(1) The amounts shown are the number of common shares owned beneficially as of
     November 30, 1998, 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, had the power to vote or to 
dispose of such shares. There were 649,140,278 Tyco common shares     
outstanding as of November 30, 1998.                                  

(2) The amount shown includes 500,000 shares which are held by a family       
partnership of which Mr. Kozlowski is the sole general partner and    
     2,096,000 shares that Mr. Kozlowski has the right to acquire within 60 days
of November 30, 1998 through the exercise of stock options. The amount
  shown excludes 2,000,000 options awarded to Mr. Kozlowski under the Tyco
    International Ltd. Long Term Incentive Plan, which will become exercisable
in two equal annual installments ending on July 17, 2000, and 401,200 
shares held in a charitable remainder trust, as to which Mr. Kozlowski
disclaims beneficial ownership.                                       

(3) The amount shown consists of 4,137,290 shares held by or on behalf of the 
trustees of an irrevocable trust in which Mr. Ashcroft is beneficially
interested and 4,376 shares that Mr. Ashcroft has the right to acquire
    within 60 days of November 30, 1998 through the exercise of stock options.
   The amount shown excludes 2,000 options awarded to Mr. Ashcroft under the
Tyco International Ltd. Long Term Incentive Plan, which will become   
exercisable on October 1, 1999.                                       

(4) The amount shown includes 64,000 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 beneficiaries. The amount shown also includes
 8,090 shares that Mr. Berman has the right to acquire within 60 days of
   November 30, 1998 through the exercise of stock options. The amount shown
   excludes 2,000 options awarded to Mr. Berman under the Tyco International
    Ltd. Long Term Incentive Plan, which will become exercisable on October 1,
     1999. The law firm of Kramer Levin Naftalis & Frankel LLP has performed and
will perform legal services for Tyco during the current fiscal year.  

(5) The amount shown includes 8,090 shares that Mr. Bodman has the right to   
   acquire within 60 days of November 30, 1998 through the exercise of stock
options. The amount shown excludes 2,000 options awarded to Mr. Bodman
under the Tyco International Ltd. Long Term Incentive Plan, which will
become exercisable on October 1, 1999.                                

(6) The amount shown includes 4,376 shares that Mr. Fort has the right to     
   acquire within 60 days of November 30, 1998 through the exercise of stock
    options. The amount shown excludes 2,000 options awarded to Mr. Fort under
 the Tyco International Ltd. Long Term Incentive Plan, which will become
     exercisable on October 1, 1999. The amount shown also includes 1,080 shares
which are held by Mr. Fort as custodian for his child.                

(7) The amount shown includes 8,090 shares that Mr. Foss has the right to     
   acquire within 60 days of November 30, 1998 through the exercise of stock
    options. The amount shown excludes 2,000 options awarded to Mr. Foss under
 the Tyco International Ltd. Long Term Incentive Plan, which will become
exercisable on October 1, 1999. The amount shown also includes 21,428 
  shares which are held by the Foss Manufacturing Company Pension Plan and
7,500 shares which are held by the A.S. Foss Foundation.              

(8) The amount shown includes 4,376 shares that Mr. Gilleland has the right to
   acquire within 60 days of November 30, 1998 through the exercise of stock
options. The amount shown excludes 1,000,000 options awarded to Mr.   
     Gilleland under the Tyco International Ltd. Long Term Incentive Plan, which
will become exercisable in two equal annual                           

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    installments ending on October 1, 2000. The amount shown also includes 628
shares which are held in accounts for the benefit of Mr. Gilleland's  
immediate family.                                                     

(9) The amount shown includes 4,376 shares that Mr. Hampton has the right to  
   acquire within 60 days of November 30, 1998 through the exercise of stock
 options. The amount shown excludes 2,000 options awarded to Mr. Hampton
under the Tyco International Ltd. Long Term Incentive Plan, which will
become exercisable on October 1, 1999.                                

(10) The amount shown includes 6,233 shares that Mr. Pasman has the right to    
   acquire within 60 days of November 30, 1998 through the exercise of stock
options. The amount shown excludes 2,000 options awarded to Mr. Pasman
under the Tyco International Ltd. Long Term Incentive Plan, which will
become exercisable on October 1, 1999.                                

(11) The amount shown includes 4,976 shares that Mr. Slusser has the right to   
   acquire within 60 days of November 30, 1998 through the exercise of stock
 options. The amount shown excludes 2,000 options awarded to Mr. Slusser
under the Tyco International Ltd. Long Term Incentive Plan, which will
become exercisable on October 1, 1999.                                

(12) The amount shown includes 8,090 shares that Mr. Walsh has the right to     
   acquire within 60 days of November 30, 1998 through the exercise of stock
     options. The amount shown excludes 2,000 options awarded to Mr. Walsh under
 the Tyco International Ltd. Long Term Incentive Plan, which will become
exercisable on October 1, 1999.                                       

(13) Less than 1%.                                                              

The Board of Directors held 7 meetings during the fiscal year ended   
September 30, 1998. Each director attended at least 75% of the meetings of the  
Tyco Board and the meetings of each committee on which he served.               

     The Board has an Audit Committee which reviews the internal controls of the
Company. It meets with appropriate Tyco financial personnel as well as the      
Company's independent auditors. The Audit Committee reviews the scope and       
results of the professional services provided by the Company's independent      
auditors 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 auditors. The Audit Committee met two times in fiscal
1998.                                                                           

 The Board has a Compensation Committee, which sets the compensation and
benefits of executive officers and key managers of the Company. The Compensation
Committee met three times in fiscal 1998.                                       

 The Board has a Corporate Governance and Nominating Committee, which is
responsible for evaluating the Board's structure, personnel and processes and   
makes recommendations to the full Board regarding nominations of individuals for
election to the Board of Directors. The Committee will consider nominations     
submitted by shareholders. To recommend a nominee, a shareholder should write to
the Secretary of the Company at the Company's principal executive offices in    
Hamilton, Bermuda. Any such recommendation must 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. Under the Company's Bye-Laws, generally no person is  
eligible for election to the office of director at any general meeting unless,  
not less than six and not more than twenty-eight calendar days before the day   
appointed for the meeting, there has been given to the Secretary notice in      
writing by a shareholder (not being the person to be proposed) entitled to      
attend and vote at the meeting and the signed consent of the nominee to serve as
a director. Corporate Governance and Nominating Committee members communicated  
with one another informally, but did not hold a formal meeting in fiscal 1998.  

    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.                                                              

SUMMARY OF DIRECTORS' COMPENSATION                                              

     Directors receive an annual cash fee in the amount of $65,000. In addition,
all non-employee directors receive stock options valued at $35,000 (utilizing   
the Black-Scholes option pricing model). Directors may make an irrevocable      
election each year to receive some or all of their annual cash fee in one or    
more of the following forms: (i) phantom Tyco common shares under a deferred    
compensation plan, (ii) a director's trust that is invested in Tyco common      
shares, or (iii) stock options (valued utilizing the Black-Scholes option       

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pricing model). Under the deferred compensation plan, each account is credited  
with an amount equal to the dividends that would have been earned on the shares 
if owned. Participants receive payments from their account in cash, in either a 
lump sum or up to ten annual installments. The lump sum is payable, at the prior
election of the director, a minimum of 5 years after deferral while a director  
remains a member of the Tyco Board. For a director who has ceased to be a member
of the Tyco Board, the lump sum is payable, or the annual installments will     
commence, at the election of a director, at any time after termination of       
service (or upon termination of service if a director is age 70 or older).      
Shares held in a director's account of the director's trust are owned by the    
director, may be voted by him and may be withdrawn or sold at any time. Any     
shares remaining in the account at the time the director terminates his service 
on the Tyco Board will be distributed to him at that time.                      

   Pursuant to such arrangements, in July 1997, all directors other than Mr.
Kozlowski were granted options (valued at $35,000) to purchase 3,500 Tyco common
shares at an exercise price of $38.3125 per share, one quarter of which was     
attributable to compensation in fiscal 1997, and three quarters of which were   
attributable to compensation for the 1998 fiscal year. In October 1997, all     
directors other than Mr. Kozlowski were granted options (valued at $8,750) to   
purchase 876 Tyco common shares at an exercise price of $41.625, all of which   
were granted in respect of compensation for the 1998 fiscal year.               

   In October 1998, each director other than Messrs. Kozlowski and Gilleland
was granted a stock option (valued at $35,000), in respect of compensation for  
fiscal 1999, consisting of an option to purchase 2,000 Tyco common shares at an 
exercise price of $44.87735. Messrs. Berman, Bodman, Foss, Pasman, Slusser and  
Walsh elected to receive all or a portion of their cash fees for fiscal 1999 in 
stock options, and were granted options to purchase 3,714, 3,714, 3,714, 1,857, 
600 and 3,714 Tyco common shares, respectively, at an exercise price of         
$44.87735. Options are granted under the Tyco International Ltd. Long Term      
Incentive Plan and have a term of ten years from date of grant. The options     
valued at $35,000 that all non employee directors receive each year vest and    
become exercisable one year from the date of grant; the options that directors  
elect to receive in lieu of cash fees are immediately vested and exercisable.   
The exercise price of all such options is equal to the average market price of  
Tyco common shares.                                                             

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF TYCO          

The following table sets forth, as of November 30, 1998 (except as    
otherwise indicated), the beneficial ownership of Tyco common shares by (i)     
those person known by the Company to own beneficially more than 5% of the       
outstanding Tyco common shares; (ii) each of the current executive officers     
named under "Executive Compensation" below (other than Mr. Kozlowski); and (iii)
all directors and executive officers of the Company as a group. See "Directors" 
above for the beneficial ownership of common shares by Mr. Kozlowski and other  
Directors of Tyco.                                                              

                                                        [Enlarge/Download Table]

                                                                                         % OF       
                                                              NUMBER OF TYCO         OUTSTANDING    
                                                               COMMON SHARES        COMMON SHARES   
      NAME OF BENEFICIAL OWNER OR IDENTITY OF GROUP        OWNED BENEFICIALLY(1)  OWNED BENEFICIALLY
      ---------------------------------------------        ---------------------  ------------------
                                                                                                    
FMR Corp.(2)..............................................      72,852,000               12.4%      
  82 Devonshire Street                                                                              
  Boston, Massachusetts 02109                                                                       
Equitable Companies, Inc.(3)..............................      46,938,000                8.0%      
  1345 Avenue of the Americas, 39th Floor                                                           
  New York, New York 10105                                                                          
Massachusetts Financial Services Co.(4)...................      33,439,000                5.7%      
  500 Boylston Street                                                                               
  Boston, Massachusetts 02116                                                                       
Jerry R. Boggess..........................................         198,771(5)               *       
Neil R. Garvey............................................         178,961(6)               *       
Richard Meelia............................................         221,797(7)               *       
Mark H. Swartz............................................       1,296,001(8)               *       
All directors and executive officers as a group (17                                                 
  persons)................................................      10,122,912(9)             1.6%      

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---------------                                                                 
*  Less than one percent.                                                     

(1) The amounts and percentages shown are amounts and percentages owned         
 beneficially as of November 30, 1998 (except for FMR, Equitable Companies
   and Massachusetts Financial Services, where the amounts and percentages are
as of September 30, 1998), based on information furnished or publicly   
  disclosed 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, had the power to vote or to dispose of such shares. There were  
649,140,278 Tyco common shares outstanding as of November 30, 1998.     

(2) In a Form 13F, with information as of September 30, 1998, 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 had sole dispositive power over 72,282,042 shares
and sole voting power over 1,845,396 shares.                            

(3) In a Form 13F, with information as of September 30, 1998, Equitable         
   Companies, Inc. reported that such shares were not acquired for the purpose
of acquiring or influencing control of the Company and that it had sole 
   dispositive power over 46,568,467 shares, sole voting power over 25,102,295
 shares and shared voting power over 9,833,007 shares, all of which shares
were held for the benefit of its separate accounts.                     

(4) In a Form 13F, with information as of September 30, 1998, Massachusetts     
  Financial Services Co. reported that such shares were not acquired for the
  purpose of acquiring or influencing control of the Company and that it had
sole dispositive power over 33,045,915 shares and sole voting power over
32,918,183 shares.                                                      

(5) The amount shown includes 90,785 shares that Mr. Boggess has the right to   
 acquire within 60 days of November 30, 1998 through the exercise of stock
 options. The amount shown excludes 208,333 options awarded to Mr. Boggess
under the Tyco International Ltd. Long-Term Incentive Plan, which will  
become exercisable over a period ending on October 1, 2001.             

(6) The amount shown includes 64,250 shares that Mr. Garvey has the right to    
 acquire within 60 days of November 30, 1998 through the exercise of stock
options. The amount shown excludes 175,000 options awarded to Mr. Garvey
under the Tyco International Ltd. Long Term Incentive Plan, which will  
become exercisable over a period ending on October 1, 2001.             

(7) The amount shown includes 86,949 shares that Mr. Meelia has the right to    
 acquire within 60 days of November 30, 1998 through the exercise of stock
options. The amount shown excludes 208,333 options awarded to Mr. Meelia
under the Tyco International Ltd. Long Term Incentive Plan, which will  
become exercisable over a period ending on October 1, 2001.             

(8) The amount shown includes 1,043,001 shares that Mr. Swartz has the right to 
 acquire within 60 days of November 30, 1998 through the exercise of stock
options. The amount shown excludes 999,999 options awarded to Mr. Swartz
under the Tyco International Ltd. Long Term Incentive Plan, which will  
become exercisable over a period ending on October 28, 2000.            

(9) The amount shown includes 3,526,975 shares that the persons have the right  
    to acquire within 60 days of November 30, 1998 through the exercise of stock
   options. The amount shown excludes 5,322,974 options awarded to the persons
under the Tyco International Ltd. Long Term Incentive Plan, which will  
    become exercisable over periods ranging from July 1999 through October 2001.

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EXECUTIVE COMPENSATION                                                          

Summary Compensation Table                                                  

     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     
served as the Chief Executive Officer during fiscal 1998 and the other four most
highly compensated executive officers of the Company (the "Named Officers").    

SUMMARY COMPENSATION TABLE(1) 

                                                        [Enlarge/Download Table]

                                        ANNUAL COMPENSATION(2)                       LONG-TERM INCENTIVE            
                             ---------------------------------------------  -------------------------------------   
                                                                                          NUMBER OF                 
                                                                                            SHARES                  
                                                                            RESTRICTED    UNDERLYING   LONG-TERM    
                             FISCAL                   CASH        STOCK        STOCK        STOCK      INCENTIVE    
NAME AND PRINCIPAL POSITION   YEAR      SALARY      BONUS(3)     BONUS(4)    AWARDS(5)     OPTIONS      PAYOUTS     
---------------------------  ------   ----------   ----------   ----------  -----------   ----------   ----------   
                                                                                                                    
L. Dennis Kozlowski.........  1998    $1,250,000   $2,500,000               $20,140,000   1,916,400                 
  Chairman & CEO, Tyco        1997     1,250,000    2,544,260                             3,300,000    $6,508,125   
  International Ltd.          1996           n/a                                                                    
Jerry R. Boggess............  1998       450,000    2,610,000   $1,332,520                   50,000       559,875(7)
  President, Tyco Fire &      1997       375,000      542,093                               150,000                 
  Security                    1996           n/a                                                                    
Mark H. Swartz..............  1998       559,500    1,250,000                10,070,000   1,382,333                 
  EVP & CFO, Tyco             1997       559,500    1,272,130                             1,100,000     2,169,375   
  International Ltd.          1996           n/a                                                                    
Neil Garvey.................  1998       400,000    1,675,000      787,313                                          
  President, Tyco Submarine   1997       256,000      501,500                               150,000                 
  Systems Ltd.                1996           n/a                                                                    
Richard Meelia..............  1998       500,000    1,064,013    1,163,068                   50,000                 
  President, The Kendall      1997       500,000      395,153                               150,000                 
  Company                     1996           n/a                                                                    



                                ALL OTHER                                                                           
NAME AND PRINCIPAL POSITION  COMPENSATION(6)                                                                        
---------------------------  ---------------                                                                        
                                                                                                                    
L. Dennis Kozlowski.........   $   901,002                                                                          
  Chairman & CEO, Tyco             108,125                                                                          
  International Ltd.                                                                                                
Jerry R. Boggess............       143,621                                                                          
  President, Tyco Fire &                                                                                            
  Security                                                                                                          
Mark H. Swartz..............       256,878                                                                          
  EVP & CFO, Tyco                   31,994                                                                          
  International Ltd.                                                                                                
Neil Garvey.................        84,761                                                                          
  President, Tyco Submarine          2,850                                                                          
  Systems Ltd.                                                                                                      
Richard Meelia..............       149,477                                                                          
  President, The Kendall                                                                                            
  Company                                                                                                           

---------------                                                                 
(1) On July 2, 1997, a wholly-owned subsidiary of ADT Limited ("ADT") merged    
  with Tyco International Ltd. (the "Former Tyco"). Upon consummation of the
merger, ADT (the surviving corporation) changed its name to Tyco        
International Ltd. (the "Company" or "Tyco"). Former Tyco became a      
wholly-owned subsidiary of the Company and changed its name to Tyco     
   International (US) Inc. ("Tyco US"). In conjunction with the merger on July
  2, 1997, L. Dennis Kozlowski and Mark H. Swartz were named Chairman of the
  Board/Chief Executive Officer and Executive Vice President/Chief Financial
Officer, respectively. The compensation data for fiscal 1997 salary     
   information presented herein reflect their individual annual salaries as of
   July 2, 1997 and other additional compensation and long-term incentives for
the period from July 2, 1997 through the end of the fiscal year, as they
were not employees of ADT prior to the merger.                          

   In September 1997, the Company changed its fiscal year end from December 31
to September 30. The change in year end resulted in a short fiscal year 
 covering the nine month transition period from January 1 to September 30,
 1997. References to fiscal 1998, fiscal 1997 and 1996 refer to the twelve
months ended September 30, 1998, the nine month transition period ended 
September 30, 1997 and the calendar year ended December 31, 1996.       

(2) Under the Tyco International Ltd. Deferred Compensation Plan, the amount of 
    total salary and bonus shown above that has been deferred for fiscal 1998 is
   as follows: Mr. Kozlowski: $1,250,000, Mr. Boggess: $1,305,000, Mr. Swartz:
$1,484,812; Mr. Garvey: $837,500, and Mr. Meelia: $864,809. None of the 
Named Officers had "Other Annual Compensation" in excess of $50,000.    

(3) The bonus amounts shown in the table for all of the named executive officers
   reflect annual bonus payments that were based solely on Company performance
   during 1998 as determined using performance objectives established early in
the fiscal year.                                                        

(4) For fiscal 1998, bonuses were payable in the form of shares of stock as     
   follows: Mr. Boggess -- 24,118 shares, Mr. Garvey -- 14,250 shares, and Mr.
 Meelia -- 21,051 shares. The amount listed in the table reflects the fair
    market value of the shares ($55.25 per share) on the date shares were earned
(September 30,1998).                                                    

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(5) Restricted stock in which specific performance criteria (i.e. increase in   
earnings per share (EPS) over the prior year) determines the number of  
shares that vest for the fiscal year. Any shares not vested within three
  years are forfeited. Recipients of all restricted shares have the right to
   vote such shares and receive dividends. The value shown is the value on the
  date of the grant ($53.00 per share on May 14, 1998). As of the end of the
   fiscal year, the value of these shares based on the $55.25 year-end closing
price was $20,995,000 for Mr. Kozlowski and $10,497,500 for Mr. Swartz. 

(6) The amounts shown in the table reflect Company contributions made on behalf 
of the named individuals under the Company's qualified and non-qualified
defined contribution plans, as follows:                                 

                                                        [Enlarge/Download Table]

                                                                               COMPANY   
                                                                             CONTRIBUTION
                                                           COMPANY MATCHING     (NON-    
                                                             CONTRIBUTION     QUALIFIED  
                           NAME                            (QUALIFIED PLAN)     PLAN)    
                           ----                            ----------------  ------------
                                                                                         
Mr. Kozlowski.............................................     $12,658         $771,217  
Mr. Boggess...............................................      11,216          121,414  
Mr. Swartz................................................       8,000          213,063  
Mr. Garvey................................................       9,582           72,646  
Mr. Meelia................................................       8,000          120,969  

   Non-qualified contributions were credited to the Supplemental Executive
      Retirement Plan as of December 31, 1997. The amount shown in the table for
     Mr. Kozlowski also includes interest credited on deferred compensation in
  excess of 120% of the applicable federal long-term rate of $52,127 and
  director's fees of $65,000. The amounts shown in the table for Messrs.
Boggess, Swartz, Garvey and Meelia also include interest credited on
deferred compensation in excess of 120% of the applicable federal   
  long-term rate of $10,991, $35,815, $2,533, and $20,508, respectively.

(7) Mr. Bogges vested in 12,000 shares of Restricted Stock granted in 1990 under
    a time-based vesting program. The value shown above is the value on the date
of vesting ($46.66 on 2/13/98).                                         

Option Grants in Last Fiscal Year                                           

     The following table shows all grants of stock options to the Named Officers
during fiscal 1998 under the Tyco Long-Term Incentive Plan (LTIP).              

                                                        [Enlarge/Download Table]

                                 INDIVIDUAL GRANTS                                                        
                             --------------------------                                                   
                                           % OF TOTAL     EXERCISE                                        
                                            OPTIONS          OR                                           
                                           GRANTED TO       BASE                                          
                              OPTIONS     EMPLOYEES IN      PRICE                            GRANT DATE   
            NAME              GRANTED    FISCAL YEAR(4)   ($/SHARE)    EXPIRATION DATE    PRESENT VALUE(5)
            ----             ---------   --------------  -----------  ------------------  ----------------
                                                                                                          
L. Dennis Kozlowski.........   100,000(1)      1.14%       $45.639    n/a                           n/a   
                                83,200(1)      0.95%        55.084    n/a                           n/a   
                               483,200(2)      5.50%        68.097    July 23, 2007         $ 6,982,240   
                             1,000,000(2)     11.38%        68.220    July 17, 2007          14,470,000   
                               250,000(1)      2.85%        68.220    July 17, 2008           3,617,500   

Jerry R. Boggess............    50,000(3)      0.57%        39.375    October 28, 2007          375,500   

Mark H. Swartz..............   500,000(3)      5.69%        39.375    October 28, 2007        3,755,000   
                               162,000(1)      1.84%        40.500    n/a                           n/a   
                               262,000(2)      2.98%        68.097    July 23, 2007           3,785,900   
                               333,333(2)      3.79%        68.220    July 17, 2007           4,823,329   
                               125,000(1)      1.42%        68.220    July 17, 2008           1,808,750   

Neil R. Garvey..............         0                                                                    

Richard Meelia..............    50,000(3)      0.57%        39.375    October 28, 2007          375,500   

---------------                                                                 
(1) These are Reload Options with the following terms: granted at fair market   
 value; immediately vested, but not exercisable for two months; and have a
term equal to ten years. Reload options are issued when an              

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   executive uses shares of Company stock to repay Company indebtedness (which
   occurs principally for taxes on the vesting of Restricted Stock) as a means
to retain their equity position in the Company.                         

(2) These are Reload Options with the following terms: granted at fair market   
 value; immediately vested, but not exercisable for two months; and have a
term equal to the remaining term of the options they replaced.          

(3) These options were granted at fair market value on the date of the grant,   
   vest one-third each year over a period of three years, and expire ten years
from the date of grant.                                                 

(4) The percentages shown in this column represent the percentage of all options
granted in 1998 under the Tyco LTIP.                                    

(5) The grant date present values were determined using the Black-Scholes option
   pricing model applied as of the grant date using the following assumptions:
expected life of three years; interest rates of 5.42% -- 5.82%, which   
represent the yield of a zero coupon Treasury strip with a maturity date
similar to the assumed exercise period; assumed annual volatility of    
underlying stock of 19.07% -- 21.08%, calculated based on 36 months of  
 historical Tyco share price movement; quarterly dividend payment of $0.25
    per share; and the vesting of all options "n/a" indicated that these options
were exercised during the year so a present value is not applicable.    
However, the grant date present value for these options was $918,000 and
$955,968 for Mr. Kozlowski and $1,339,740 for Mr. Swartz.               

Aggregate Option Exercises in Last Fiscal Year and Year-End Option Values   

  Shown below is information with respect to aggregate option exercises by
the Named Officers in the fiscal year ended September 30, 1998 and with respect 
to unexercised stock options held by them at September 30, 1998.                

                                                        [Enlarge/Download Table]

                          SHARES                             NUMBER OF UNEXERCISED        VALUE OF UNEXERCISED    
                        ACQUIRED ON                               OPTIONS AT              IN-THE-MONEY OPTIONS    
                        EXERCISE OF   VALUE REALIZED ON         FISCAL YEAR END           AT FISCAL YEAR END(1)   
                        OPTIONS IN   EXERCISE OF OPTIONS  ---------------------------  ---------------------------
         NAME           FISCAL YEAR    IN FISCAL YEAR     EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
         ----           -----------  -------------------  -----------   -------------  -----------   -------------
                                                                                                                  
L. Dennis Kozlowski....  1,483,200       $41,374,391       1,733,200      2,000,000     $      0      $33,875,000 
Jerry R. Boggess.......          0                 0          50,000        150,000      846,875        2,487,500 
Mark H. Swartz.........    595,333        17,152,765         720,333      1,166,667            0       19,229,172 
Neil R. Garvey.........          0                 0          50,000        100,000      846,875        1,693,750 
Richard Meelia.........          0                 0          50,000        150,000      846,875        2,487,500 

---------------                                                                 
(1) Based on the closing price of $55.25 on September 30, 1998.                 

Certain Defined Benefit Plans                                               

   Except for Messrs. Kozlowski and Swartz, the Company and its subsidiaries
do not maintain any defined benefit or actuarial retirement plans ("pension     
plans") in which the Named Officers participate. Messrs. Kozlowski and Swartz   
participate in individual Executive Retirement Arrangements maintained by Tyco  
International Ltd. (the "ERA"). Under the ERA, Mr. Kozlowski has a fixed        
lifetime benefit commencing at his normal retirement age of 65 that has a       
present value of $72,842 monthly. Mr. Swartz's fixed lifetime benefit at his    
normal retirement age of 65 has a present value of $32,857 monthly. Retirement  
benefits are available at earlier ages and alternative forms of benefits can be 
elected. Any such variations would be actuarially equivalent to the fixed       
lifetime benefit starting at age 65.                                            

Employment Contracts, Termination Agreements, Change of Control Arrangements

None of the Named Officers has an employment contract, termination    
agreement, or change of control arrangement.                                    

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RELATED PARTY TRANSACTIONS                                                      

  Former Tyco established the Former Tyco 1983 Key Employee Corporate Loan
Program, as amended, to encourage ownership of Tyco common shares on favorable  
terms. Loans made by subsidiaries of Tyco are primarily used for the payment of 
taxes due as a result of the vesting of ownership of shares granted under Former
Tyco's restricted stock ownership plans.                                        

The Compensation Committee administers the loan program and authorizes
loans, which may not exceed the amount allowable as provided by any regulation  
of the United States Treasury or other state or federal statute. Loans may be   
required to be secured by Tyco common shares owned by the employee or may be    
unsecured. Loans under the loan program generally bear interest at Tyco's       
incremental short-term borrowing rate (5.75% for 1998). 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 Tyco or its subsidiaries terminates. The          
participant is also required to make loan payments upon the sale or other       
disposition of Tyco common shares (other than gifts to certain family members)  
with respect to which loans have been granted.                                  

At September 30, 1998, the amount of loans outstanding under the Loan 
Programs totaled $22,162,828 of which $4,821,982 was loaned to Mr. Kozlowski,   
$2,524,004 to Mr. Boggess, $2,750,000 to Mr. Swartz, $461,680 to Mr. Garvey, and
$607,291 to Mr. Meelia. The largest amount of indebtedness since October 1, 1997
for each of these individuals is: Mr. Kozlowski, $22,474,345; Mr. Boggess,      
$2,541,004; Mr. Swartz, $12,538,406; Mr. Garvey, $461,680; and Mr. Meelia,      
$1,509,054. In addition, the Company made short-term loans to Mr. Kozlowski and 
Mr. Swartz in the amounts of $59,750,014 and $23,428,695, respectively, to      
assist in the exercise of stock options. Interest of 5.75% was charged and the  
loans were repaid within 3 days.                                                

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

	7/23/07	10
	10/1/01	8
	10/28/00	8
	10/1/00	6
	7/17/00	5
	10/1/99	5	6
Changed as of / Corrected on:	2/1/99
Filed on:	1/28/99	2
	12/10/98	1		10-K405, 8-K
	11/30/98	3	8
	11/6/98	1
For Period End:	9/30/98	1	12	10-K405
	5/14/98	10
	12/31/97	10		10-Q, 11-K
	10/1/97	12
	9/30/97	9		10-K405, 10-K405/A
	7/2/97	9		8-A12B/A, 8-K, DFAN14A, SC 14D1/A
	12/31/96	9		10-K, 11-K
				List all Filings

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Filing Submission 0000950135-99-000371 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

TYCO INTERNATIONAL plc – ‘10-K/A’ for 9/30/98

As of: Thursday, 1/28/99 · For: 9/30/98 · Accession #: 950135-99-371 · File #: 1-13836 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 2/1/99 by the SEC on 2/1/99. ®

Previous ‘10-K’: ‘10-K’ on 3/28/97 for 12/31/96 · Next: ‘10-K’ on 12/13/99 for 9/30/99 · Latest: ‘10-K’ on 12/14/23 for 9/30/23

Amendment to Annual Report — Form 10-KFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

As of: Thursday, 1/28/99 · For: 9/30/98 · Accession #: 950135-99-371 · File #: 1-13836 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 2/1/99 by the SEC on 2/1/99. `®`

Amendment to Annual Report — Form 10-K
Filing Table of Contents