Tyco Files Preliminary Proxy Statement
January 09 2004 - 1:12PM
PR Newswire (US)
Tyco Files Preliminary Proxy Statement Board recommends amendments
to bylaws that strengthen shareholders' rights PEMBROKE, Bermuda,
Jan. 9 /PRNewswire-FirstCall/ -- Tyco International Ltd. today
filed its preliminary proxy statement with the U.S. Securities and
Exchange Commission (SEC). Tyco shareholders will consider seven
proposals at the company's Annual General Meeting (AGM) on March
25, 2004. In the filing, the Board has proposed amendments to the
company's bylaws that strengthen shareholder rights. The Board also
recommends continuing the company's charter in Bermuda. "The Board
listened to the concerns of our shareholders and carefully
evaluated the pros and cons of incorporating in the United States,"
said Tyco Chairman and Chief Executive Edward D. Breen. "Following
a thorough review, the Board concluded that the interests of
shareholders would be best served by making fundamental changes to
our bylaws that strengthen shareholder rights and remaining a
Bermuda company." Tyco has been a Bermuda company since its 1997
combination with ADT Ltd., a British company chartered in Bermuda
since 1984. Following that transaction, the combined entity was
renamed Tyco International Ltd. The company also announced in the
preliminary proxy that the Audit Committee of the Board of
Directors is undertaking a comprehensive auditor selection process
to review qualified audit firms including PricewaterhouseCoopers
LLP, the company's current auditor. The Audit Committee plans to
make a decision on the external auditor in the near future. Tyco
International Ltd. is a diversified manufacturing and service
company. Tyco is the world's leading provider of both electronic
security services and fire protection services; the world's leading
supplier of passive electronic components and a leading provider of
undersea fiber optic networks and services; a world leader in the
medical products industry; and the world's leading manufacturer of
industrial valves and controls. Tyco also holds a strong leadership
position in plastics and adhesives. Tyco operates in more than 100
countries and had fiscal 2003 revenues from continuing operations
of approximately $37 billion. IMPORTANT INFORMATION On Jan. 9,
2004, Tyco filed a preliminary proxy statement with the Securities
and Exchange Commission with respect to its 2004 Annual General
Meeting of Shareholders scheduled for March 25, 2004. Tyco will
file with the Commission, and will furnish to Tyco shareholders, a
definitive proxy statement with respect to the 2004 Annual General
Meeting of Shareholders. Tyco may also file additional proxy
solicitation materials. TYCO ADVISES ALL SHAREHOLDERS TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY ADDITIONAL PROXY SOLICITATION
MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. The preliminary proxy statement is,
and the definitive proxy statement and any additional proxy
solicitation materials will be, available for free at the
Securities and Exchange Commission's Internet web site at
http://www.sec.gov/. You may also obtain a free copy of the
preliminary proxy statement, the definitive proxy statement when it
becomes available, and any other additional proxy solicitation
materials, on Tyco's website at http://www.tyco.com/. Tyco, its
Board of Directors and director nominees, its executive officers
and certain other persons may be deemed to be participants in
Tyco's solicitation of proxies with respect to the 2004 Annual
General Meeting. Information concerning such participants and their
interests is set forth in Tyco's proxy statement, which is
available at the websites provided above. FORWARD-LOOKING
STATEMENTS This release may contain certain "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995. These statements are
based on management's current expectations and are subject to
risks, uncertainty and changes in circumstances, which may cause
actual results, performance or achievements to differ materially
from anticipated results, performance or achievements. All
statements contained herein that are not clearly historical in
nature are forward looking and the words "anticipate," "believe,"
"expect," "estimate," "plan," and similar expressions are generally
intended to identify forward-looking statements. More detailed
information about these and other factors is set forth in Tyco's
Annual Report on Form 10-K for the fiscal year ended September 30,
2003. Tyco is under no obligation to (and expressly disclaims any
such obligation to) update or alter its forward-looking statements
whether as a result of new information, future events or otherwise.
Contacts: Media: David Polk, 609-720-4387 Investor Relations: Ed
Arditte, 609-720-4621 John Roselli, 609-720-4624 DATASOURCE: Tyco
International Ltd. CONTACT: Media: David Polk, +1-609-720-4387, or
Investor Relations: Ed Arditte, +1-609-720-4621, John Roselli,
+1-609-720-4624, both of Tyco Web site: http://www.tyco.com/
Company News On-Call: http://www.prnewswire.com/comp/897850.html
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