Document 15M0Xo4mJo3K0LBabmG7oZyQj

07 FAX 301 951 1374 DISCLOSURE 002 l. 'f 9$oooc* Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 : For the month of March, 1974 - TYCO LABORATORIES. INC, t&xact name ot regisuaiil as speeuuxl in ciwrier)' 16 Hickory Drive, Waltham. Massachusetts 02154 (Address ot principal executive otiiecs)------- DISCLOSURE^ * TM* ASOV* MI null CllM THAN 1HM STATIMCNT, IT la out TO KMM raOTOaitfMIC QUALITY or THI* document. SC-ELEC-05890 03 16/00 13:07 FAX 301 951 1374 DISCLOSURE @003 Item 13 Crher Materially Important Events. Agreement with Simplex Wire and Cable Company $ The registrant. Simplex Wire and Cable Company ("Simplex") and Newington Cable Company, Inc. f'NCC"), a wholly-owned subsidiary of the registrant, have entered into an agreement, dated March 27, 1974, which provides for the merger of NCC into Simplex. Subject to the approval of the holders of two-thirds < " the outstanding common stock of Simplex, NCC will be merged with and into Simplex, which will be the surviving corporation; and holders of the presently outstanding common stock of Simplex will receive $24.25 in cash for each share of Simplex held. As of April 2, 1974, Simplex had outstanding 907,823 shares of common stock. Simplex is listed on the American Stock Exchange and is located in Newington, New Hampshire. Simplex manufactures underwater cable and cable assemblies principally for sale to the United States Government, Deportment of the Navy, for use in detection, surveillance abd communications systems. In addition. Simplex occasionally performs field services relating to the installation of Its products. Ii | i 00 13:08 FAX 301 951 1374 DISCLOSURE 004 Item 14 Flnancl.il Statements and Exhibits (b) Exhibits 4 The following exhibit Is filed as part of this Report: I. Agreement and Plan of Merger dated March 27, 1974 among Simplex Wire and Cable Company, Tyco Laboratories, Inc, and Newington Cable ' Co., Inc. SIGNATURE . . Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on t its behalf by the undersigned hereunto duly authorized. . TYCO LABORATORIES, INC. Dated: April 8, 1974 By // Howard A. Hull Howard a. huh Treasurer If THtAtOVCFAM It UU CUAN TMW THIS STATUMMT.IT IS 00 13:08 FAX 301 951 1374 DISCLOSURE @005 EXHIBIT A AGREEMENT AMD PLAN OF MERGER AGREEMENT AND PLAN OF MERGER made thi* 27th day of Mate*. 1974 among Stisnxs Will a .so Caslc CoMPA.sy ("htniplrx"). cnrpnratx.il nrganired and HJCT< under (he law* of the Commonwealth of Massachusetts. Tveo Lanoratoiiu. Ixc. r'Tyeo"), a corporation organised and existing under the law* nt the Commonwealth nf Massachusetts. and Nlu setn Caslc Co.. Ixc. rNCC'l. t vh.-,||vnwnrd Milird,ary nt Tjcu mil 4 v'urjmfMion urgatured and ccaeieg under the lava ol the Commonwealth of Massachusetts. . WiraaeAl. NCC desires to merge with and i.itn Simplex Card Tyco dnimta ttml NCC be merged into Simplex), and Simplex desires tnhavt NCC merge into Simplex upon the eerms and eonditinna act forth herein and in accordance with the laws of the Commnnwmlth of' MasaachoacBs. Now, THiairoex. the parties hereto covenant and agree aa follow*: _ ARTICLE I Maacu t.l The corporate existence nt Simplex, with all its purposes, power* aarf objects, shall continue unaffected and unimpairetl by the merger of NCC into Simplex herein provided Smr (the ''Merger'*); and the corporate identity and existence, with all the purposes, powers and objects mi NCC shall he merged into Simplex, and Simplex as the cor)ratinn surviving the Merger shall be feRj- traced therewith. The separate existence and corporate organisation of NCC shall cease upon the Merger beeemiag effective ae herein provided, and thereupon Simplex and NCC shall be a single corporation usometimes hereia eaffed the "Surviving Cor]mration"|. The name ni the Surviving Corporation shaft he "Simplex Wirt and Cable Company", 1-2 Pnxnptly upon fulfillment or waiver ol the conditions speafied hs Artadn 9 and 10. but not later than the next business day following (he day of the meeting of stockholder* iduiul to )n Article 7fk). provided that this Agreement has nnt been terminated pursuant to Artide 12. Aiticfcs of Merger shall tie executed and filed in the office of the Secretary nf State of (he Commonwedth efMaerwrheietti, all (n sc- corrianec with the provisions of Chapter 1561% ol the General lass of the COntenwAh of Massachusetts. ' ,I 1.3 The Merger shall become effective at the time that the filing in the office wf rise Secretary of State of the Commonwealth of Massachusetts referred to in Article 12 is completed, which time is heron mac- times referred to as the "Eft.'ctive Date ol the Merger". ' ARTICLE II Akrtcuinr Oscasaatiojc; By-Laws; BoASoor Ditlcnst;Oiuiit 2.1 Except as otherwise provided in Article 22 hereof, the Articles of Oipniwia of Simplex as fir effect immediately prior to the Effective Dale uf the Merger shall be the Artide* ai Orgamrsiion of the- Surviving Corporation and may be ar'eoded as provided by law. The purposes rf&^letis stated ia its Articles of Organisation as in effect immediately prior to the Effective Date df she Megger shall be the inirposes nf llie Surviving Corporation and are set forth in Schedule A hereto. - 22 The authoriicd apitii ((nek of die Surviving Corporation shall consist mi 1.000 shares nf common stock, per value $1.00 per sliarc. > Ur i t i 4 03 16 00 L3:08 FAX 301 95L 1374 DISCLOSURE @006 2J The By-law* of Simplex a* in tiftr' irrmediatdy prior n? the Effective Dale of the Merger shall b the Ry-I*** of the Stirvtv mi; Cor|nm*m nmil the same dull thereafter Ik altered, amended or repealed in accordance with law, die Art'des ,i Ogtuuaiuin of the Surviving '.'nrjioratinn or said By-Law*. 2.-* (at From and after the Ffiective Du*of the Merger, the Board of Dmoon of if* *"rvivtnc Corporation hall o>n,i>! of J,ne\ilt S. Maiiano. Alfred X, Titian. Jmliua if. Herman, Morris J. fluucen, and Arnold E. Finery, caeli ot the memlierx of *uch !Vrd of Director* c! the Surviving Corporation to terve until Hi* nicer*tor i* elected anil pialifiw! or until Id* earlier death. re*igua:t -a nr removal. If at the Effective Date >< the Merger a vacancy dull exist in the Ihutd of Director* of the Surviving Corporation, tuch vacancy may tltereafler lie (tile'1 in the manner provided liy the By-law* of the -Surviving Corporation. iffi) Front and after the Effective-Date of the Merger, Joseph S. tlaiiano dull 1m Chairman of the Beard >f Director* and chief executive otfietr. Ilimard A. Hull shall lie Treasurer, and T, Kenwood Multare. Jr -hall lie Sevretar.' and Clerk of the Surviving Corporalhm, each of Mtrlt officer* to *eryc until hi* iiiccmMir i* elected anil nullified or outil lu rariter ileath, resignation -if removal Except for (lie fore going office*, each officer of Simple* miirrdi-uWv prior to the Ftreetive Dale of rile M*rger sliab continue a* an officer of rite- >tirvi*ing unr|ioom.m in tin* *ame ca|iacitv or opacities, mini hi> Mtcctsaor it elected and qualified or until hi* earlier death, resignation or removal. ARTICLE III Cn.vrvnstoN or Stuu* l.t Upon the Effective Date of the Merger the nhare* of capital nock of Simplex and XCC ihafl, ifjo fatto and without any action on the part M the respective bufdcn thereof, become and he cnnvertetl into shares of stock of the Surviving Girporaiua or the eight to receive cash and he cancelled as follows: (a) Each outstanding sliare of Common Stock. 51.00 par value, of XCC. shah be converted into one share of Common Stock, $1.00 par value, of the Surviving Corporation. - (hi Each nutstanding *hare of Cormnort Stock. Si par value, of Simplex ("Simplex Common Stock") shall be convened into die right to receive, wiihmit interest, cash in the amount of $24.25 per share in accordance with the provision* of this Article III. J.2 Prior to the Effective Date of (he llrrger. Tyou will deposit or cause n he <teposited with a lank it tnut ctitnpatty (laving caiiitai. stirplu* anil undivided profits of tint less than $25,000)000) in the City of Rratun. Massachusetts or in the Borough of Manhattan. Chy and State of New York l the "Escrow Agent") ash in the amount of $22,014,7(17.75 imrmant to an escrow agreement in form satisfactory to Simplex, Tyco and NYC > tlie ''Rxrow Agreement" t. Such fur*Is *all be held by tlic Escrow Agent for payment at hank check* or drafts iued by the Exchange Agent las Hereinafter defined) against delivery of cerlificair* which formerly represented sliare* of Simplex Common Stock. Tyco my. in its tfiseraino from lime In time. direct tlie Escrow Agent to invest swell foals a* are from time to time f*M by die F-scrow Agent in nMigitiions f the C.S. finternment ftir agenda or instrumentalities tlicreof) maturing in not more than seven day*, tir in t,Migauon* *u tlie Y.S. Government l or agenda or mdrmnenlaiities thereof) subject tn repurchase agreements pmndwi only tliat die term* of any such repurdiase agreement shall not he in excess of one business day. Ail intern* nr prtifiti accruing U|smi such investment* shall inure to the benefit of Tyco. J 3 Each holder >! share* of Simplex Common Stork, upon surrender to* tnttre titan tit muntlu after the Effective Date of the Merger t.-> Tlw First National Hank of Boston, lit) Fe>teral Street. Hminn. Matsachiisett* 02110. nr such *elier Itank a* may hr designated by Tvcu ttlie "Kacliangc Agent") of one or mote certificates which formerly represented slum of Simtdca common .Suck, dull be $ nrm 03 16/00 13:09 FAX 301 951 1374 DISCLOSURE 007 entitled Ik receive payment therefor by hank check or draft drawn an the Escrow Accra promptly after receipt of nidi certificates by the Exchange Agent. From and after the expiration of six month* but prior to tile expiration of iw years aiier the E:rt-tive Dar of die Merger, each ladder of shares of Simpicx Common Stuck vim lias not previously surrendered his certificates which formerly represented shares of Simplex Common Stock shall he entitled. i!|>n surrender to Tyco of one or more such certifi cates. to receive payment therefor from Tyco promptly after receipt of soe. irtificates hv Tyco, ff any payment for shares of Simplex Common Stock is to lie made in a name other than that in which the certificate for such shares is registered, it sta-l he a condition oi payment that the certificate so surrendered shall be properly endorsed or ochcrwisc in proper form for transfer and that the person rciptestmg such, payment .dull cither (a i pay to the Exetange Agent nr Tyco,, as'.the case may lie. any transfer or uiher taxes required Hv reason of the payment <r` a perv*n oilier than-die registered holder of the certificate surrendered, or i h i estahlisli to the satisfaction of the Exchange Agent or Tyro, as the ease may be. lliat such tax has been |uid or is not payable. From and after the exmration of six years after the Effective' Date of the Merger. tP.c holders of shares of Simplex Common Stock wiio Have tux previously sur- reiidered their ceruficates which formerly represented stare* of Sim|ifex Gxttnin.i Stock shall hi deemed to have wai"cd all right* to payment under tins Article Iff. awl all rights nf holders of such certificates under this Agreement or otherwise skill cense. , J.4 All funds dqiosited wiih the Escrow Agent (together with all interest or profits thereon; and not paid against delivery to the Exchange Agent during the six-month period heginnir.g on tlie Effective Date of the Merger of certificates which formerly rqiresented shares of Simplex Common Stock dull lie paid by the Escrow Agent to Ty-o on demand, amt any holder of certificates which formerly represented shares of .Simplex Common Stock and which tad nut during such six-month period been surrendered to the Exchange Agent shall thereafter look only to Tyco fur payment tfurcMr awl shall he deemed an unsecured creditor of Tyco with resiwct (hereto. J.5 On and after the Effective Date of the Merger, I i) all rights <x the holders nf Simplex Common Stack shall cease, except the right rvenc cash in the amount of $24.23 per stare upon the surrender of certificates representing the same in accordance with the provisions of this Article III. and fii) no' transfer of stares of Simplex Common Stock stall be made on the stock transfer books of the Surviving Corporation. ARTICLE IV ' Errr.cr or Mciuot 1 *. The effect of rise Merger sluii lie as tlescribed in Section HO nf Chapter ISoH of the Cenenl Laws nf Massachusetts. ARTICLE V ReriexE.vTATtnN-s. Wamx;;ties axis Aceetaif.xlsor Ststrux 5. Simplex represents, warrant* and agrees a* fnllmvx; fa! Organization ant Slimiting. Simplex is a corporation duly organised and existing under the laws of the Commonwraith, of Massachusetts ai*d will at the Effeetive Date of (he Merger be to goo' standing in Massachusetts: la* full retpii-iie v>ir|irate power xntl amliorily to nrrv on its business s it it wise being cottriiKtcd. and to own and (.{wrote the pmjwrttcs now owned and operated by it: and is duly uualified m !i.. .,,>ed to do business uml is in good staiuling as a foreign curtxiratkm authurixed to do txis-iu-ss in New Mainp-liire RECEIVED TIMEMAR. 16. 1O6PM PRINT A a I -3 i i V! 1 4- 03 16 00 13:09 FAX 301 951 1374 DISCLOSURE @008 I . Th* rw and deb' cry of **N A*jreetnoit .mil .ill inuioiction- imnUin* Simplex ,f,.| j(V f\,% lut * heck aitd'orim! *> -ill required ciri^nrc actum ly Simple*. exvq* (I e '--.vrrtl I,-;.'-. .1 U\ die holder* nl li e out-t-iodiri* oxmiH-U -lick of Simplex :u cmilcirpUiudhv Art !f *i k i l,**eui i. i {~ i^fM/udmiH The author,/rd mpoal t**k of Stmtdex con-Ht* nf I.500.0H0 diare* of preferred itfR-k. tar \ il'if 51 'el ] cr Cure. n*tte *n *huu *re :--uol and imsrandtiic; *n,l -I.!***/**) -`art* i common *ti<k. par .,ii-.:e 55 01) j-t dure. : which *2\ are mutd ami nut'tamlin;; Nmplcx W* mt lave i.uUMii'l!- s' ' .pHin% *.rnri. a! **r omroiimem* *! anv character relating n- >:inp(cx- iu<lfuel .o'' i*d capital Mock. c.u*pt tiuti- !* ptirclu-e JOJ'h -lure- f n* ..*mmnr P<k under u- C*7J 1 mj-uitrctl Suck UpemH 11**1 -a * price ui SS.50 per dare. In addition, implex ha* reaer cd inf o.vr piuviaii: wit* I972 L^'puime'j >*wk Option Pan an additional ** (*A stara <4 ajmniHii -r **k. i*hi- i..r -iwc# luvc Sent granted under *uch plan . - j-1> V.inn*i. Simplex do*** m.i Live any -ubddianex. iei Dsicnf j* f\Vo*s/*iVr Aiuwcl N*ff*a* Attachment A *# a uatemem vcffinj forth varvw information and !:ru,',!.d data with respect ?* Nmplcx Attachment A d**e- m* contain any untrue .-taie- mcm { a niafe-! i! *; i.r.omil tu e a nutr*,*.:il Lot t;r*e*arv in *drr tu nuke the -tatement* crmtipRed iherevt *. * .i.if,, \: iinarKt*! -tjtci,i*,,*v 'livl ided ut At;.**! rrrr.i A ore complete nut correct in all inafcr.a: ?r*piv*. .:r.-ut r.tiriv vie nnmuial c*'iulitii*n >u Sinifdvx a* at rlie date* erf the hafaner *hcet rd Simplex ih^rcii >**! rts%- rrMili- * t it* i*pcra*.iiii fur the reflective period* tlicn emled. and h*'e been prepared m 4*.k<.r'',uMoe -4Jti yenrruily accqf<*l acc*emunit pnnciple* ap)4il *eta er*n%item throueh* out the p*ri*L indioretl. Slc 4u-..ti.-* 'rr*. -Me reifectnl in the IVrember .U. balance -beet nl Simplex indtu!ei in Aiticho'ent \. *.r w'.k.'i have )<en 'hereafter .icipiirol, lave Icen i'*4fcctcvf of are curre^ and oJIeniWr at tl ai*i*rei;:i:e recor^ied anumnt* sbrrenr ?t* applicable /e*crve c*infiU!e*l in accordance with renera/Iy accepted accimittini; priikiplc*. wlmli rr*ervc are arlapote. The C'nirol States tkivemnicvu hasrxammeil vale* under Uiiunur* thfuuch December JL 1**72 and has me indicated any pinprr^*! rencKuiutiort or price fvdeterniinai!*ei fur Hick -ales, ami in the opinion f Simplex's management, no re-crve for :m\ retie^r>iTuti>u >r price fv*leierrmnatin fnr any -ales tsnrlcr Simplex*# g*?*eminent rfmirati- jrr rnpti-r*i Tlir imeufurie- ref?ectrl m the Decemler .If, 1*17.1 balance -licet *( Simplex included m Awnchirimt A, >\t wHurh iwuel-cm fherearer arr|uired.con-i*c ot ni a quality and juanmy uvaMc amt alJ.lr m the futmul c.Mtr-e of Simplex'* U%tne-s. The value*ai which all Sim^4ex ian(once are rarred ret'ccr the iiomul iuvnitory valuation ot Simplex of taun* inventories at tlw lower of ont nr market. fit I'ntliirfusfil U.if'ihfi,". Kxcepr a* fi rejected nr reserve! a^aimr in the December Jl. 197.1 balance iheet ot Simplex imdtu.cd in Attachment A. or % it a set forth in Kxhihil A hereto, Simpex <1*91 nnr know nr h.r.i; tm re:i*iruiiic uomml tu ktmw of any had# for the as-^rdon a^un-l it of any material liahilitie* or uhlt'<:)!}'>n : e.wq/t ihn-e art-tne in tlw Hfdhiarv oxir-e of Inidne** after Lh-retriber 51. 1972, ami ir\ !-:i -1 . ..f i.Mi^atuef*. eifi.er -uxriH. a!<-o(ure. cr>mn<ccnt *r reiierwt-e, wladi wodii matenaily nod id-er-Wy .v.fevt the condtKi of it* c*xtier*f a a w|u4c, lej l-iJf o/ \tjrtrui! PmprtMt ti*i Coutnuit. the Atrachl hereto a* Exhibits B I- are true and o*rre\t h-?- *i tl>e stein* drwrilil IdiHs* ai of December .11.197.1. In aihlition. Sto|4ex has fnrnishc*! or nude available m*.r ami corral cu|iica of any ibxnanenu feteeral to in such ExhAfts. amt Oo the extent tlut it '.Lit] the ame Simfdex ha* furmd^t or no*fe avaita/rfe nr Tver* aod SCC the om and tie ***ik aloe indndim; dq<revta:itxi taken) with respect tu it* material assets as.reriacsted lc T)i" t d NO ` fi> AH material a*et- an*l Ihjmhv--o <f Siv{Jc* (whether 'iwnnl, Icsxil. nr subjex to a cnnrrart of purdave or vale or Icxse ctetutmtocnt *. wfifcfi K-t i:Kltxlcs all current as-etx, all rd DISCLOSURE^ avTM Ull CUM THAN THIS ITATTMCNT. IT IS PHOTOMAMHC OUAIITV Of THIS OOCUMCMT. RECEIVED TIMEMAR. 16. 12:Q6PM PRINT TIMEMAR. 16. I 0001 03 L6 00 13: L0 FAX 301 951 1374 DISCLOSURE tgj 009 property, ill |i!sm ami alt equipment. which equipment liari an original coil to Sim|iTex of $25,000 or more, i Exhibit H.) (ii) All in.nir.uu.c |*:.licics or bonds, including title in-nrancc policies. in force with respect to Simplex, including tl'nie covering hs respective prujicrties.'buildings. machinery, equipment, fix tures. employee* ami operations i Exhibit C.i (iii) All material contracts, including Imt m* limiteil to alt contract] with the L'niteii State] Department ni the Navy i the "Navy Contract]"I. all material leases under winch Simplex ii lessor or lessee and any other enntract* and pureluce nr supply agreement] or arrangements (whether nr not marie in the ordinary course of Imsinev-i ilui involve $50,000 or more t Exhibit D.l fiv) Alt bonus, incentive comper.utinn. profit-sharing. retirement, pension, group insurance, death benefit or other fringe plans, arrangement* nr trust agreements of Simplex (together with a list of the moil recent report* with respect to such plans, arrangement] at trust agreement* filed with any governmental agency p, the aggregate amount rif all termination and bonus payments accrued by Simplex with respect to it* officers and emufpvecs as of December 31. 1973 and the amount of any additional such payment.* accrued or paid by Simplex since lucii date. (Exhibit E.) iv) The name* *ri<1 .-irrcut .iu;;-:d .,i!arv rates of all present officers onr, m;Jovees of Sirrttiiex whose current regular annual salary rate i* $20,000 or more, together with any bonuses pain or payable to such persons for the fiscal year ended. December Jl. 197.1. and any arrangements with respect to any bonuses to lie paid lo them imm and after December 31. 1973. (Exhibit F.I (vj) The name nf each bank in which Simplex has an account, and the names of all persons authorized to draw thereon i Exhibit <i. i (vii) All collective bargaining agreements nf Simplex existing with any labor union or other representative of employees, including amendment*, supplement* and written or oral underwanfSrrg*. all existing grievance claim*, all arbitration matters it; process and all employment, consulting and deferred conqiensatiun agreements nf Simplex. ( Exhibit H.) (viiit Alt franchise contracts, tExhibit I.) . (ix) Long-term note* and note agreement* and any other agreements editing m any indebted ness of Simplex or with respect to collateral securing the same. (Exhibit J.) (u) All trademark registration* and applications therefor, service mark registrations and appli cation* therefor, patents and patent application*. copyright*, whether common law or statutory, and applications therefor I including information as to rxpiratiun ilatcs oi all the foregoing where applicable) presently owned, in whute fir in pan. by Simplex, or to which Simplex is wpahable entitled; to the extent that any of rite following hare lieen reduced to writing, ail other trade ssertts and inventions for which no patent application* are)lending, trademark*, service marks, trade names, names and all other industrial iimpeity nglus presently owned. in whole or in part, or used hr Simplex: and all trademark license*, service mark licenses, copyright licenses, royalty agreements, patent licenses, assignment*, grants and contracts with employees or others relating in whole or in part to disclosure, is-ignuient. registering or patenting nf any trademark.}, service mark*, copyrights, invention*, di-cmerr*. ii:-:-r*-*<-i i-u-, prove**!-*. fi.runtlae. trade secret* ur other know-how. To the bc..t -if tiie knouirtigv .mo belief of Mniplex. tile foregoing trademarks, service narks, copyrights, licenses, assignments, grams, agreement* ami contracts are valid; tlte fo.egoing trademark registra tion*. service nark registration*, copyright registration* and patents have been duly issued and have oat been cancelled, abandoned or otherwise terminated: and the foregoing trademark applications, service mark applications, copyright applications and patent applications lave been duly filed. It is understood dial Simplex'* standard practice instruction' tluctuncnts relating to manufacturing proc esses have not been iniHwleri in such list Imt shall be mule available in Tytn and NCC upon request. (Exhibit K.) i .i '{ 03 16/00 13:LI FAX 301 951 1374 DISCLOSURE @010 f xi) All incomplete capital projects. (Exhibit Except as specified in the lists furnished pursuant to this Article 5(g). Simplex was not as oi December JI. 197J a party to, or Ixiund liv. a material contract of any kind. If after December Jl. I97J and prior to the Effective Date of the Merger. Simplex enters into any comma involvtng SI 00.000 or more (including contracts tor die |torc.'urj.r or ale of assets nr amenctmenrc r existing contracts). notice til such contract tand copies of such contracts if requested) shall be furnished to Tyco and N'CC by Simplex as soon as reasonably practkaltle. but in any event prior to the Effective Date of the Merger. Simplex Has no knowledge of any evst-n: default atul has no knowledge of any reason why any default will occur hereafter in any obligation on its part to be performed under any lease, comma, plan. agreement or other arrangements contained in the lists mentioned above, which default ur defaults on the aggre gate) hove had or would have a material adverse effect upon the business of Simplex. (h) Absence of Certain Chanties. Since December .11. 1973. there has not been: (i) Any material adverse ''brmge in the financed condition. operations, assets nr liabilities nf Simplex from that shown on'tlic Deemster .51. 197.5 financial statemcfits included in Attachment Aor in the amount oi business cntieipatctl to be dune with the United States Department of the Navy. (ii) Any damage, destruction or loss to the business or properties nf Simplex /whether nr not covered by insurance) materially and adversely affecting the business or properties of Simplex: fill) Any declaration, setting a-idc or payment nf any dividend or other distribution m respect of any of Sim|ilex`s capital stock. or any direct or indirect redemption, purchase or any miter acquisition nf any such stock: any change in the capital srock of Simplex ur in the number of share or classes of it;' authorized ur outstanding capital stock: nr any change in the upturns. warrants, calls or commitments of any character relating m Simplex's authorized and unissued capital stock as described or rertected in Article 5 (e t hereof: prun'd,-J. hoxcevtr. it is contemplated tloi ad of Simplex's outstanding options will be cancelled or repurchased as ornvirierl in Article 7fb) liereof. (ivf Any labor trouble miter than routine grievances or labor trouble arising in cntutectiot) with the renegotiation of existing collective bargaining agreements expiring, or being subject to re-opening: between the date oi this Agreement and the Effective Rue of the Merger, none 61 which in any event have bad a material adverse effect on the financial condition or results of operations of Simplex: (yj Any nther event or condition known to Simplex particularly pertaining to and materially and adversely affecting the a/sets or business nf Simplex. (i) Taxes. Simplex has filed alt United States income tax returns, all withholding. FUTA and FICA tax filings and all material state tax returns that are required to be filed or has obtained extensions for the filing thereof and has paid, or made provision ior the payment of. aJ* taxes which have or may have become due pursuant to stid returns ur pursuant m any assessment-received by Simplex, except such taxes, if any, as are being contested in gts*f faith and a> to which, in die opinion of management, adequate r'o.i-r1.have liven prm ided iu the liatance .-beet of Simplex as at December JI. 1973 included in Attachment A. Simplex knows of no grounds main which (i) any additional taxes could be assessed in any material amount in respect of |ierul> covered !>v such returns alrrady fileil or fit) any taxes unusual in amount, natttre or exteu- could he asserted iu respect nf the period for which no returns have yet been filet1. The United Statist income tax liability nf Simplex has been examined by the Internal Revenue Service for all years up to anti including the taxable year ended December 31, 1971 (j) Profrrties and Hnrtitnbranres. Simplex has good and marketable title to iu real properties and good title ru all of its other properties and auets relleettd in the December Jl. 1973 balance sheet nf Simplex included in Attachment A (e.vvqit pnqierties and assets sold or otherwise diluted of since December Jl. 1973 in the ordinary course of its business amt pnqierties ami assets disposed of since .6 . DISCLOSURE IF THE ABOVE PUI It US* CUAA THAN THI* STATEMENT. IT IS OUC TO POOH PHOTOGRAPHIC QUALITY OP THIS DOCUMENT. 03 16/00 13:12 FAX 301 951 1374 DISCLOSURE @0L1 December 31, 1973 as crniemplateii in Exhibit II heretiil. free ami dear of all mortgages, liens, pledges, charges or encumbrances of any r.atare wlui.-rjever, excepr: . (i) Liens and encumbrances reflected in die balance sheet of Simplex as at Decemlier 31, I97J included in Attachment A: (ii) Liens at December 3!. 1973. not exceeding S3.035.000 on facilities purchased pursuant to .he N'avv Contracts ami purchase options anil transfer restrictions cn certain assets to the extent set forth in the Navy Contracts: . t iii) Liens :n respect ot current state or local property taxes, water charges and sewer rents not yet due and payable nr subject to penalties nr which Simplex is contesting ir. Eood faith In appropriate action: , fiv) Such imperfection* of title, covenant.-., reservation*, restrictions, easements, encroachmeius. statutory and contractual hens of landlords and encumbrances, if.any. as are me material in character, amount or extent, ami which do not materially detract from the value, or materially interfere with the present use of the property subject thereto or affected thereby, or otl-trwise materially impair the business'o|>eratiuns of Simple*; and (v) Zoning ordinances, building laws, restrictions and regulations imposed bv gmernmaital authorities, if any, none of whi-h is materially violated by existing buildings. To the best of the knowledge of Simplex, no adverse claims are presen'ty bring asserted and Simplex has no reason to lielieve that aa*- such claims are likely to he as'erted with respect to any material amount of the pro|>cnics and assets reflected in the balance sheer of Simplex as at December 31. 1973 included in Attachment A, except as set forth in Exhibit ii hereto. All leases pursuant to which Simplex lenses any material amount of real or personal property are m good standing, valid and dtecivr in accordance with their respective terms, and there is not, under any such lease, any existing materia: default or event of default or event which would, with notice or lapse of time nr both, constitute a material default and in resjiect of which Simplex has not taken adequate steps to prevent such a default from xcurring. The structures, plant*, buildings, fixtures and equipment belong ing oj or leased to Simplex and used in the Newington. New Hampslure ojierations are in good operating condition and repair in all material r**|iect. subject only to die ordinary wear and tear of its business, and conform in all material respect* to all applicable ordinances. (k) Litigation, file. To the best of Simplex's knowledge, there is nosuit. action, or legal, admin istrative arbitration or other (nettling nr governmental investigation, to which Simplex is a party or which particularly affects Si/vjiex. cr any change in the coning or buiitKng ordinances directly atfeeiing the real property or leasehold intermt of Simplex, pending or threatened wltich might materially and adversely affect the financial cecditkM. probities. assets or the conduct of tire business of Simplex, except as sec forth in Exhibit N here:*. (l) Compliance with Other Itutrmnnts. tile. To the best of Simplex's knowledge, it is not in material violatiun of or material tienulr under any instrument. law. ordinance, regulation, order nr decree applicable to it which is of matcnal significance in respect of the financial condition or the conduct of the business uf Simplex. Neither ih- execution and delivery of this Agreement nor the consummation of the 1 transactions p.-oviried for lterra will result m tile violation of. or be in condin with, the terms of any t corporate restriction or of any agreenenc or instrument to which Simplex is now a party or by which it is l 7 i yp DISCLOSURE^ IP -nix ASOVf PMC IS IMSCLEAR THAN THIS STATEMENT. IT IS OUS TO POOIt PHOTOOHAPWC QUALITY OP THIS DOCUMENT. RECEIVED t i 1 i 5. ;i . -.T.. 1 ! 1 I i i t 03 16/00 13:13 FAX 301 951 1374 DISCLOSURE @012 bound, nr result in the creation of any Hen on any of the properties or assets til' Simple:;, except that Simplex must receive vtnckivildcr approval as contemplated by Article 7(ki hereof. ' _ (m) Adequate Insurance Coverage. In the opinion nf Sir.plex. the insurance policies and bonds listed in Exhibit C hereto t taller ilian title insurance jxilicies i pnivitle adequate insurance, as to cuverages and amounts, for Simplex's properties and businesses. (it) .Vo Brokers. All negotiations on behalf of Si-;rfex relative to this Agreement and the trans actions contemplated hereby have been arrieii on by Simplex or it* special counsel directly with Tyco and SCC withouc the intervention nf any other tierson as the result of any act of Simplex anti, so tar as known to Simplex, without the intervention of any other person in such manner as to give rise to any valid claim against any of the parries hereto for a brokerage commission, finder's fee or other like pay ment, except that Simplex tias licen advised by Tyco and .XCC tluu Tyco has retained Paine Webber Jackson and Curtis. Inc. and has agreed to he responsible for any unonnts due to it. ARTICLE VI REPassexTATioxs. WaMitx-nci a.so AnmMKXTS or Tvco xxsX'CC ., 6. The representations, warranties and agreements of Tyco and XCC are as follows: (a) Tyco represents, warrants and agrees that: (i) Organizitten and Standing. Tyco is a coqiaration duly organized and existing under the laws of the Commonwealth of Massachusetts and wil.' at the Effective Dare of the Merger be in good standing in Massachusetts. (it) Authority. Tlie execution and delivery of this Agreement and ait transactions involving Tyco contemplated by this Agreement have been authorized by all required corporate action of Tyco. (iii) iVo Brokers. All negndations on behalf of Tyco relative to this Agreement and the trans actions contemplated hereby have been carried on by Tyco nr its counsel directly with Smiplex without the intervention of any orber person as the result cf any act of Tyco and. so far as known to Tyco, without die intervenrioa of any other |<erson in such manner as to give rise to any valid claim against any of the parties hereto for a brokerage cormnission, finder's fee nr other like pay ment. except that Tyco has retained Paine Webber Jackson and Curtis. Inc. and will be respon sible for any amounts due to it. (b) XCC represents, warrants and agrees that; (i) Organization and Standing. XCC is a corporation duly organized and exiiting under the lasts of the Commonwealdt of Massachusetts and will at the Effective Date of die Merger be . in good standing in Massachusetts. * .'u . A-ithoAty. The execution and delivery of this Agreement and alt transactions involving XCC comeuipi.itc! bv this Agreement have been authorized bv all required enrporatiun action at XCC. * (iii) Capitalization. The authorized capital stuck of XCC consists at 1.000 shares of common stock, par value $1.00 per sliare, all of which are issued and outstanding. XCC dues not have outstanding any options, warrants, calls or commitment* of any character relating to its author ized and unissued capital stock. (iv) ATo Brukers. All negotiations on behalf nf NCC relative to this Agreement and the transactions contemplated lierchy hare been carried on hv XCC nr its counsel directly with Simplex and Tycn without tile intervention of any |rs<.M as tlie result of any art of XCC and. so far as 8 DISCLOSURE" IF THI ASOVE FAO* I* USA CLEAR THAN THIS STATEMENT, IT IS DUE TO POOR PHOIOdRAPHIC QUALITY OF THIS OOCUMEMT. 03 16 00 13:13 FAX 301 951 1374 DISCLOSURE 013 \ \ \ . ; > known to XCC. without the intervention of any ocher person in such maimer as to give rise to any valid claim against any of the parries hereto fur a brokerage commission, finder's fee nr.other lilce payment, except that XCC has been advised by Tyco tltat Tyco has retained Paine Weblier Jackson and Curtis, Inc. and has agreed to be responsible fur any amounts due to it. ARTICLE VII Actions by Simplex PendixcTime or Closing 7. Pending the Effective Date of the Merger and except as otherwise permitted by this Agreement or as consented-to by the Chairmen of the Board, of Directors of Tyco and,XCC in w.-itir.g: (a) Information to br Furnished. Simplex will give to Tyco and N'CC and to their accountants, counsel and other representatives full access during normal business hours, without unreasonably inter fering with its business operations, to all of the properties, books, contracts, commitments and records of Simplex (including monthly financial statements prepared for the ure of the management of Sim plex) and will furnish to Tyco and XCC copies of all such documents and records and ininnnatinn with respict to the affairs of Simplex anil copies of any working papers relating to Simplex as Tyco or NCC shall from time to time reasonably request. Tyco and XCC agree that until the Effective Date of the Merger Tyco and XCC and their representatives shall hold all data and information obtained with respect to Simplex or the business thereof from any representative, officer, director or employee or from any books or record* or personal inspection of Simplex in tile same degree of confi dence with which Tyco and XCC maintain their an similar inhumation, and Tyco and XCC further agree that they shall not use such data or information or disclose the same to others, except to the extent such data or information either is, or becomes, published or a matter of public knowledge (other than by or through Tyco or XCC) or is already known to Tyco or XCC or its employees (other than knowledge gained as a result of discussions with Simplex, personnel in connection here with or otherwise), or hereafter becomes known to Tyco or XCC from third panics, or through inde pendent efforts of Tyco or XCC or their employees. If this Agreement is terminated prior to the Effective Date of the Merger, for any reason, all data, information, files, records, and copies of docu ments. work sheets and other materials obtained by Tyco or XCC in connection with this Agreement shall be returned to Simplex. ' (b) Outstanding Options. Simplex will use its best efforts prior to the Effective Dare of the Merger to obtain the cancellation or repurchase of all options outstanding with respect to the common stock of Simplex on the terms set forth in Attachment A. (c) biainlenanee of Corporate Status Quo. Simplex will maintain itself at alt times as a corpo ration duty organized and existing in the Commonwealth of Masszchaett* and duly qndtfied or licensed to do business and in good standing as a foreign corporation authorized to do bourses* m Xew Hampshire. Simplex will not amend its Articles of Orrutization or By-laws except as may be tiernmry to carry out this Agreement or as required bylaw. (d) Preservation of Assets and Properties. The assets, properties and rights now owned by Simplex will he preserved and maintained, so fac as practicable, in the ordinary anti customary conduct of its Ixismess. to the same extent and in the ante condition as said assets, properties and rights are on the date of this Agreement. Simplex will operate in a good and diligent manner and (i) except in the ordinary course of business, will not waive any right of substantial value or cancel any debt or claim of substantial value; and tit) except as cnntempbied herein, will not engage in any transaction or make any cunimlmeitt or expenditure except a transaction, commitment or expenditure in the ordi nary course of business. . 9 MI ' Ijp IP THCAMVf PAOE It LIU CUM THAN THIS STATHMNT. IT It DiSCLc&UKE DUt TO POOR PHOTOGRAPHIC DUALITT OF THIt OOCUMENT. n ____L ' -M 03 16/00 13:14 FAX 301 951 1374 DISCLOSURE 014 JO rz-TT-z*n mr;:-.! Ik (e) So 'nistribtiticms or' Issuances of Cubital Stork. Simplex will not declare or pay any divi dends or mnfte any other distributions to its storkholders. Simplex will not purchase any shares of its capital stock (including options to purchase sncli shares) except as contemplated liv Article 7(b) hereof, will not issue any additional shares of its capital stock, ami will not grant any options, warrants, calls or make any commitments of any character relating to Simplex's authorized and unissued capital stock. 'f) Employee CompTMration at 4 Benefits. .Vo bonus. pension, retirement, insurance, death or other fringe Iwnefits or other form or incentive or special compensation shall accrue or I* paid or be granted to any officer or employee ot Simplex except pursuant to the plans and arrangements described in Exhibits E. i\ or H hereto; provided, ftmittvr, that simplex shall not make any contrifctsioo to Simplex's pension plait after the date of this Agreement except in the ordinary enurse of business and consistent with1 prior practice. Without the prior written consent of Tyco and VCC. which consent shall not he unreasonably withheld. Simplex shall not renegotiate, renew or enter any collective bar gaining agreements or employment contracts with any of its officers and employees and shall not grant any general or uniform increase in the rates of pay of any substantial group of employees, or any substantial increase in salaries payable to any officers or employees, or by means of any new bonus nr pension plan or other unusual contract nr commitment, increase hv any substantial amount the com pensation of a:-.;- "iTicr.' or 'mpl.i} re except a required by law r as may lw required by the agirtwienw set f-vrtit in -iicli hxinoir* K, !' or H. Notwithstanding the foregoing, Simplex may grant rncrea.'xs in compensation that will result in an aggregate increase ni nut more than S.ajt in cumjiensaiion to its employees, other than officers and employees whose employment is governed by collective bargaining agreements. (g) Insurancr. Simplex will continue in effect insurance on the assets and operations at the busi ness of Simplex comparable to that in effect on December 31.1973. (h) Conduct of Business. Simplex will use its best efforts, consistent with condoning its business in accordance with its nwn business judgment, to presets e its business organization intact, to keep available the services of the present employee* of Simplex and to conduct it* business with suppliers, customers and others having business relations with Simplex in the best interests of Simplex. fi) Capita! Expenditures. Simplex shall not make any commitments for capital expenditures for addition* to its plants or equipment, except for repairs and mninienance incurred in die ordinary course cf business and except tor capital expenditure* not exceeding S50.000 per hem and in no event exceeding S275.000 in the aggregate since December 31,1973. (j) Financial Statements. Prior to tlte Effective Date of the Merger. Simplex shall deliver to Tyco (i) copies of its unaudited balance sheet awl related statements < income and retained earnings fwilh appended notes that are an integral part thereof), and (iij copies of tl.e unaudited income state ment (with'appended notes that are an integral part thereof) for the operations of Simplex, as at. and for the period from January 1. 1974 to. the most recent practicable due prior tn the Kffeetire Dale of the Merger. Such financial statements, subtext to year-end atfiustmenrs'. shaii lie C'smpiere and correct in all material respects. present fairly financial condition of Simplex as ai the 'late btdkated. and the results of operations for the perk; indicated, and shall have been prepared in accordance with generally accepted accounting priiieqJt* applied on a lasts consistent with that of the prior year. All adjustments, in the opinion of management of Simplex, necessary for a fair presentation nf the tmermatinn shown shall have been included m such financial jiatemcnr*. (kj Approval cf SiaeLdiahlers. Simplex will, as promptly as practicable, duly convene a meeting of its stockholders, to lie held prior to the Effective Date nf the Merger, for the purpe of voting upon this Agreement and the merger of VCC with and into Simplex a* contemplated by this Agreement. 10 . T77* THIAEOVE PAQIII LEM CLEAN THAN THtl ITATEMEMT. (T IS DISCLOSURE OUC TO POON PHOTOONAPMIC QUALITY OP THI* OOeUMNT. PEriM'n?n 03-16/00 13:14 FAX 301 951 1374 DISCLOSURE @015 ARTICLE VIII & Acrcoss *t Tvco and N'CC Pendikc Effective Date of the Me*g* 8. Pending the Effective Date of the Merger ind except as otherwise permitted by this Agree ment or as consented to by (he Chairman of the Board o( Directors or President of Simplex in writing. Tyco and N'CC will maintain themselves at ail times as corporations duly organized and existing in the Commonwealth of Massachusetts. ARTICLE, IX , Conditions-PxccnjENT to Tue.OCigatioxs of Tvco aso N'CC . '' 9. The obligations of Tyco and N'CC he: "imler shall be subject to. the satisfaction of the follow ing conditions except to the extent that any such -condition may be waived by Tyco and SCC prior to the Effective Date of the Merger: (a) Representations. Warranties and Agreements. The representations, warranties and agree ments of Simplex contained herein or in any exhibit-or attachment hereto dull have been correct when made and shall be substantially accurate in all material res|>ects as though made no and r.s or the Effective Date of the Merger, except as affected by. transactions permitted or contemplated by this Agreement. ' (b) Performance of Sintflex't Obligations. Simplex shall have performed and complied with all agreements and conditions requ- c.' to be performed nr complied with by ii prior tn or at the Effective Date of the Merger. (c) Authorised by Required Corporate Action of Simplex. This Agreement, the merger of N'CC with and into Simples and all other transactions involving Simplex contemplated by this Agree ment shall have been authorized by ail required corporate action by Simplex, iuc'-. ling the approval by the affirmative vote of the lintders of not less than 6of the outstanding common stock of Simplex entitled to vote at the meeting of soch stockholders contemplated by Ankle 7(b) hereof. (d) Litigation. No suit, action or other proceeding shall be threatened or pending Before any court or governmental agency' in which it will be. or is. sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby or which might materially and adversely affect the value of the assets and busi ness of Simplex. - () Working Capital and Cox* oi Simflex. Simplex will, at the latest date prior to the Effecti'-e Date of the Mcr/c.- a: which financial statements of Simplex are available, hare working capital (determined in accordance with generally accepted accounting principles) in excess of ol2.0lj0.000. including cash of not less than SI2.000.000. Such SI2.0CC.00O required mtniitnxn amount of cash shall be reduced by the amount of expenses expected to be Incurred by Simplex n connectkm with the transactions contemplated by this Agreement. As used in this Article 9fc). working capital is the excess of current assets over current liabilities. (0 Outstanding Oflions. At or prior to the Effective Date of the Merger. Simplex will have caused to be cancelled or repuretuaerf ail options outstanding with , respect to the common stock oi Simplex on the terms set forth in Attachment A. (g) S'umber of Dissenters Rights Requested. Holders of more than 75,000 shares of Simplex common stock shall have tiled written objection tn the Merger. , 11 nisn n.Qi IS Kll CUAA THAN THIS ITATEMCMT, ITtt l Ii I I l i J 03 16'00 13: La FAX 301 951 1374 DISCLOSURE @016 (h) I'alitlity of Transaction. The validity nf all irSn.-icttims herein mentioned, as well as the ^ form anil substance of all undertaking*. I'pbitons, certificates and other documents lieremtde* shall lie satisfactory in all reasonable respects to Messrs. Goodwin. Procter & Hoar, counsel for Tico and N'CC. (i) Compliance Certinealr. Tyco and N'CC shall have received a cerriricate nf the President or a Vice President and the Secretary nr Assistant Secretary o( Simple*, dated as of the Effective Date of the Mercer, and satisfactory in substance and form to Tyco and N'CC. certifying in such detail as Tyco and XCC may reasonably request, as to lii the fulfillment of the conditions specified in Articles rX(a) through IX(gi hereof, insofar as they relate to Simplex, anl lii) the number of shares of common stock of Simplex outstanding as of die Effective Date ot the Merger. (j) Opinion nf U^n'-ck, ,'inutn, .IKinala. Farley cr .Kcfehum. Tyw. and N'CC sltall have l>ern furnished with an opinion, dated the Effective Date of the. Merger ami xttisfactmy in form and sub stance to Tyco ami XCC, of Messrs. Herrick, Smith. Donald. Farley Sc Ketchtun. Massachusetts counsel lor Simplex, to the effect that: "` ' (i) Simplex is a corporation duly organized and existing and in good standing under the jaws of Massachusetts and has tlu: corporate power and authority to carry on irs business as it is then being conducted and to own and operate the properties dint owned and operated.by it: fii) Simplex is duly qualified as a foreign corporation to do business in Xew Hampshire and is in good standing in that state: - . (iii) Simplex's authorized capital stuck consists nf '1500,000 shares of Preferred Stock, par value Si-00 per share, none of which are issued and outstanding: .1.000.000 shares of Common Stock, par value Sc.GO per share. <: which W7.K33 shares are issued and outstanding as of the date of such opinion: all such issued and outstanding .-hares arc duly authorized, validly issued, fully paid and non-nssessahle: and such counsel knows nf no options, war-ants, calls or commitments of any character relating to Simplex's authorized and unissued Common Stock; . fiv) The execution, delivery and performance by Simplex nf this Agreement, including the consummation of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action of Simplex, and this Agreement has been duly executed and delivered by Simplex ami constitutes the valid amt binding obligation nf Simplex in accordance with its terms: (v) The execution and delivery by .Simplex of this Agreement, mefoding the consummation .of the Merger and the other transactions contemplated by this Agreement, have not re,idled and will not result in a breach or violation of. or lie a default under, its Artfclr, Organization or By-law. or my M.is.aeh::c;: iscue, which to the knowledge of such eoim.-e! :i applicable :ti Simplex or its properties, any indenture, deed of trust, loan agreement or other material agree ment or instrument known to such counsel to which Simplex is a pnnv or bv which anv of its property is hound, or. in mi far as is known to such counsel, of any order, judqmmt. decree, rule or regulation nf any court or any Massachusetts governmental agency or hotly luring jurisdiction over it or its properties, and no ruosenr, approval, authorization or order of any court or govern mental agency nr body is required for die consummation by Simplex of die transactions enntem' plated by this Agreement (except dial the opinions set forth in thi* Paragraph (v) do not pass upon fa) any contracts, agreements, or understandings which Simplex nay have with The Okonitc Company and/or (>mrg:i-AtpIia. fnc., or lb) any Xnvy Contracts). (vi) Except as may be specified, such counsel does not know of any suir. action or legal, administrative, a'iiiiratimi or other proceeding or governmental Investigation pending or threatened 12 J jg jT* 1 /''hfCM ar^KT* W If TH*OVtfAOa ISliSSatsaTUae TM< * IT 03-16/00 13:15 FAX 301 951 1374 DISCLOSURE @017 to which Simples is'?! party which mis>lic materially anti adveriely afferr the financial condition, properties, assets r.r the conduct oi the hu-inrss tit Simplex. Notwithstanding any of the foregoing, such counsel will not be ret|tiiref *> pass upon any appli cable Illue Skv la>, including Massachusetts lUue Sky I jws. As to matter* cact such counsel may rely on statements ami certificates ot miters. (k) Opinion of itillmnk. Tweed, Hadley fr itcChy. Tyco aittl XCC saall have been furnished with an opinion, >ln(cd the Infective Date of the Merger anti satisfactory s form ant! substance to Tyco and XCC. of Messrs. Mtlliank. Tweed. Hadley Jr McCIoy, special toua-e.1 for Simplex, to the effect that: - ' (i) On the basis of the information which was developed in the cnc.-jt of the performance of he services of such special counsel in connection with the transactban* contemplated by this Agreement and the prxuy statentrm of Simplex relating to the Merger. eiA respect to information relating to Simplex and its business, prrqwrties, management and sccuriee*. such special counsel have no reason to lielievc that such proxy statement, as of the date it w* trailed to stuck!tolders of Simplex or n> of rite date of ti-r. mcctiiig i -tuci-holders of Siniptex cemveted for the purpose of voting upon this Agreemrm and the Merger, la) did not comply a* t fiurm in all material respects with the requirements of the Securities Exchange Act oi 1934. a* amended. anti the appli cable rules and regulations of the Securities and Exchange Commissft.se risrrrumler or (it) con tained any untrue statement of a material fan or oniittrd to state any rroorrial fact required to he stated therein or necessary to make the statements therein not misleadrag !* being understood, however, that (xt >u.h counsel need not as-ume any responsibility for icy material event, occur rences or states oi fact relating to Simplex or its Ixisiness, properties, managemeut or securities, or for the accuracy, completeness or fairness ni the statements contained in. cr for any omission* from, such proxy statement, except that such counsel shall afiintutrveiy ancscaie that nothing ha* mme to their attention that wmild Ieat I such cuuusei m believe that m statements therein in it respect of this Agreement or tltr Merger are unmt- sm| /v't >-b <. 11 d t: rrtrrerr an opinion with respect to the financial statements of Simplex or other lumaal or statistical data ? contained therein]. . fii) Such counsel have acted as special counsel fur Simplex in ennaesw with die preparation and delivery nf. the Purchase Agreement tlatetl as of April 6. 1973, among Simplex, The Okonite Cumpany (''Okonite"! and Omcga-Alplia. Inc. f"0-.V`i. a* modified by x Vnrr agreement effec tive as of .May 14. 1973. as amended liv the Agreement oi Amendment aw Ptarriinse Agreement listedas of July IK. 1973 ami the Amended Purchase Agreement fthc yAfrilled Okonite Agree ment") dated as of Xtivetn'ter 2, 1973. in each case amng sakl [terum* `'CwPecwety the "Okunite Agreement"!, v.-ldch < <kunitt Agreement provided for tiie sale tn Okonam h*~ Simplex of substan tially all of its assets, business a.*d goixl wilt, with such sale to be folluxuad hr the dissolution and liquidation of Simplex, finch rnvisel also participated, no behalf of fiimpes. in certain nf the negotbtions in respect of the agreement in principal dated February Hi. 1974 among Okonite. O-A and Simplex (the "Agreemet.t in Principle") which set forth the agreement >n principal i among saiil persons, stiliirct to agreement upini and emry into a definuasr cenrxt and approvals by their respective Imards of directurs. tn iiMxIify the Okonite Agrermetxc. 5orh counsel has been furnished by Simplex with copies nf letters of Simp'ex aildressed to Oi-<ere and O-A notifying said persons uf the elcctimi nf Simplex to terminate the Amended Oluxonc Agteement |iursuanl lu the provision., of Paragraph l-t ibcrct.f. Sucli cnuti.wl is uf die opiuioa afaa the Okonite Agree ment lias Intro i ::rvti-. r!v trrtt ioatvl by fit oyb-v without liability on Its jsss Its Ofcanhe or O-A (it lwing understood, boweter. that in giving -itch opinion such enunsri few auc matfe any attempt to drtrrtniTte the effect of tltr taws uf any pirtuular juris<liction wliich r%V* he slid t apply, but las instead relied upon their understanding uf general principles uf oxcart law. particularly as in effect in New Ynrfci. . 13 A ) 03 16-00 13:L6 FAX 301 951 1374 DISCLOSURE 018 (1) .4tronntuH.il' Letter. At clw Efferjoe Date of the Merger, Tyrri mil SCC 'hall love receiveil a leter (rum Cim|rs >Sc L> brand, ilaieil the Effective Date of the Mergrr, in form ami -iih-tancr -atis. factory to Tyco anil NCC. to tlie effect dial no ilte (man ui certain lintiteil procedures descnlwd in Kith letter, hut out an examination mmle in accordance with generally niTeptrd auditing stnnd.tfils. nothing hai come to their attention which give* tliit rnwxi to lielieve that during the (icriint I'rnnt the date of the audited financial itatnocttt> of Simplex inrfiulcd in Attachment A t" a date within five days of the date of delivery, Ixt there was any rltange in the capita, stuck or long-term debt of Simplex or any decreases ill the net current assets nr net assets of Simplex, as compared with tlte ' amounts shown in the latest Inlance sheet of. Simplex included in Attachment' A. or tv) there were . any decreases, as compared .suit the cnrresponiling |ieriri| in the preceding year.,in net sales resulting from-operations at Newington, New Hampshire or in tlte total or per -hare amounts of income I*tore extraordinary items or net income, excq* in all instances for ihanges or decreases wliich Attachment A or any exhibits to this Agreement discloses Itave occurred nr may orenr. " . : fm) Orfr.r of Simplex. At or prior to the Kffeetive Date of the Merger, Alfred N. T<4an shall have cn-creo into an agreement with Simplex providing for In. employment in an executive capacity on the terms set forth in Attachment It. ARTrCLE X ' Cunmnoxs PcecenexT To Sijtrux's Oiucaria.vs - 10. The obligations of Simplex hereunder shall be subject to the suisftvcrion of the following conditions, exrqu to the extent that any such condition may he waived by Simplex prior to the Effective Date of the Merger: (a) Representations. ll'rtrrantin and Agreements. The representations. warranties ami agree ments of Tyco and NCC contained herein shall have been correct when i-atle ami .sltall 1* substantially accurate in all material resftect* as iltuitgli inaile on and a* oi the Effecthe Date of die Merger, except as affected by transactions permitted nr cnniem|ibiert by this Agreement. (b) Performance of (I'.'lii/atiuiu. Tyto ami NCC shall have performed awl complied with all agreements ard conditions reipiired to he performed or complied witlt hy ilicnt priur to or at the Effective Date of the Merger. (e) Authorised by Rei/nired Corporate Action of Tyro end XCC. This Agreem-nt. including the cp.'summation of the Merger ami tlte miter transactions contemplated by this Agreement, shall have-been authorized hy all required corporate action by Tyro and XCC. (d) Authorised by Required Corporate At iron of Simplex. This Agreement, indtuling the con summation of the Merger and tlte other transaction* involving Sim|>fex cooiemp)atv! by this Agreemem. shall have been niiprnved he the affirmative vote of the holder* of me less than Oiiyy/c of the outstanding common stock of Simplex entitled to voir at tlte meeting of such siuckholden contemplated by Article 7( It | hereof. fe) Litigation. So suit, action nr other firieredmg shall be threatened nr pending before any court or governmental agency in which it will tie. nr it is. sought to restrain nr prohibit r.r to obtain damages nr other relief Hi cnnncciiun with (his Agreement or die cimstimmar n of tlte transactions eomemplaied hereliy. {() I'aluiily of Transactions. The validity of a!) trvn-sctinns herritt mcirtiooed. as well as the form and siihsttince of a'l opinions, cvnifii-.in-s -u-l ..d rr oownt* hermudvr diall Iw -uivfactory in all reasonable res[ieets to Messrs. Millnuh. Twetsl. 1 l/.dley i Mrtluy. -|>cVL'tl counsel for "simplex, and Messrs. Herrick. Smith, DottahL l-nrley Is Ketchum. Massachusetts counsel for Simplex. ' 14 ' RECEIVED TIMEMAR. 16. 12:06PM i PRINT TIMEMAR. 16. 1Z:21PM 03 16/00 13:16 FAX 301 951 1374 DISCLOSURE 0019 1 .. (g) Comptuinre Crmfients. Simple* 'kill have received <i> a certificate of the President of a Vice Prurient ind .he Cleric or .Assi-iani C!< k "t T>co. dated as of (lie Etleetive Rate nf ihe Merger, and satisfactory in substance .mil tnnii In Simplex, certifying in such drtnil as Simples may reasonably request, as to (he fulfillment of the condition* specified in Article, fOiai, (hi, fci .mil te| hereof, insofar a* (key relate In Tyco; anil fiii a certificate of the President of a Vice President and the Clerk or an Assistant C-irk of XCC. dated a* ni the effective tJaie of the Merger, and -ui.f.u-i- ry in <*tl>stance and form to Simples, certifying in such detail as Simplex may rr'swuhly rrqurst. as tn the conditions specified In Articles 10. ai, (li). (f) and fe) hereof, insofar a* they i-late jo XCC. fh) Opinion o/ Coitnn-I /o> Tyro ami. SCC. Simplex dial) li.isr liven fun idled with an iipinion. dated the effective Date'iii the Merger and M.Udactnry hi form and substance to Simples, of Messrs Goodwin. Procter St Hoar, counsel for Tyco and XCC, to the eifect "hat: . (i) Tyco and N'CC are corporations duly iirganiicd ami existing in good standing under the laws of Massachusetts; ' (ill Tiie mo viiii.n, d-d:-.,-r' ard pe'f.irmance hv Tyro and XCC of this Agreement, meinding Ihe ctmson.nu'i-.it oi Mc'ccr .*/.! the . .'..r :r,.(t>ictiun cuuieninlaml hy llii.* .Agreement, have been duly authorized hy all necessary cnrimrate action of Tyro arid SCC. re-jiectitelv. and this Agreemait has hern duly eseett.cd and delivered by Tyco and XCC anti cnn'tilules valid and binding obligations of T> tin and S'CC. respectively, in accurilance with its term*; fiii) The execution and delivery by Tyco and SCC of this -Ag/cement, including the con summation of the Merger and the other transactions tt.iitemplitcil be this .Agreement, have not resulteri ami will not. result in a breach nr violation of, nc be a default otuler. the Ar ieles nf Orgeniration or Uylavr* of Tyco nr XCC. nr any statute which, to the knowledge of inch, counsel, is applicable to Tyco, XCC nr ilieir resfiectivc prnjienirs. or any indmettre, deed of trust, loan agreement nr other agreement ur iitstniment known to >uch counsel to which Tyco or XCC is s party or by which any of tlieir respective prufiertie* are bound, or. to th knowledge of such counsel, any order, judgment, deerre, ntle nr regukuiun of any court or governmental agency or body having jurisdiction over Tyco. XCC or their properties; (hr) The execution, delivery and performance hv 7>cn fnr XCCr nf the Escrow Agreement have hem duly authorized hy ail necessary corporate action of Tyro (or XCC). and the Escrow Agreement lus tarn duly executed and delivered by Tycn (or XCC) and constitutes die valid and biadincobligation of Tycnur XCC) in accontance with its terms; and ` (v) The execution ami delivery by Tycn for XCC) irf the Escrow Agreement have not I resulted and will not result in a breach or violation of, or be a default under, the Articles of O/ganuarion or Ry-!avs of Tyco >.r XCCJ. or any statute which, to the knowledge ol such counsel, a applicable :> Tyco ior XCC) or its properties, or any indenture, deed of trust, lour igrecmcm or instrument known to such counsel to tvhirlt Tyco fnr XCO is a pony or by which any of ha protecties is IxHind, nr. In the knowledge of such cmutsel. any order, Judgment. decree, rule or regulation uf any court or governmental agency or body having jurisdiction over Tyco (or XCC) or its properties. ' With respgd: to the maners nf [act. such opinion may rely upon certificates nf officers of Tyco or XCC. (i) Etcmo sign*'i Csrlifirjtr, Simplex shall have received a cenifieare from live Escrow Agent to the efTect that, there has been dqsjsitcd with it and den if i iNn IviMl-ig m.li >u !?. aunsini of S2Z.0U.707.75 (iwonni -to tlie terms of the Escrow A'.-r-emenr' referred to m Artulr 3.2 of this Agreement. ' IS receiiedtimemar. : OfiPM PM 1 L374 DISCLOSURE 020 article xr ruMiKArinx nr RrM*XTTtnX!<. W.xhiastiks and Cfui.mn Aimr.syrxrs II The res|icr(ivc rep.re-enrntinns,. warranties .Slid .vgrrrnicnts f Simplex. Tvio ami XCC con tain'd in Anii.ie.- 5. 6. 7 aii'l .1 liertajl am! in :lie ccrtillrstes i<> l- ilvlivcro! ai I he Ktt<vi'.r Oai.; of the M-.-rger referred to in Article* Dili ami 10/jj't hereof Jial! rvj.irc widi, ami fv ti-rniinaii'il'aMil extinguished by. the cunsumniiiiion of (he Mercer at I lie Eifcvtire b.ite r.i the Mercer, and neither Simplex, Tyco nnr SCC shall Is! under any liahility wl-.sis.irirr nidi respect to an. -m-lt representa tion. warranty nr agreement. it bring inrend.nl that the -''iCT-wcdy .( an.- jemy fur a breach of aminch representation, warranty or agreement sJiall lie to elert tin: ti. pr.s-erd tvitli the eitn.iiniinaii"ii of the Merger if meh breach lias resulted ii a cnntliiiim to -iicli jvirty" oblig.-ilioii, tiereuniier mu lieintr satisfied; provided, hmccrer, that any [-cryMl wl:o shall make a representation or warrant t ivil't knowledge of its falsity sitail lie liable at law or in ei|ttiry This \r:a-!e 11 shall have no cii'vcr n| any oilier obligation of Tyco. XCC ir Simplex in this Agreement. whether to lie performed before or alter the Effective Date of the Merger. AXTICt E Xil Texur.nation . ' 12. This Agreement rtwy he tt-rminate<l at any time before or after approval nr ailnption ilierw-i the stoekhcklrrs nf SinipJrx notwithstanding favorable action thersnn Uv tils- stKklinMer* of Simplex.`ml nut later than the Effective Date t the .Merger: (a) Exptnitinn oj Deadline. IJy the (tuard >H lbrectors of any jms-.r. :r "he cnnvHOTmatirm of the .Merger shall not have taken place iiy May JI. |'IT4 ami tile jinny electing to lefmi tale -hall not have hern the i'IW thereof; or (h> Vnammiiuj I 'arttent. Hy the respective hoards of Directors of Simplex. Tyco and SCC agreeing to terminate this Agreement; or (c) By Tyco itr A'CC. Ily the Heard of Directors of Tico -r XCC. if tlie conditions set forth in Article IX shall not have been nmiilierf with or jirrfiimiril in any material ri-vjirrt an! stub mincompliance of nrmpetfisftnanc'; .shall ft*it have liccn ctireii or rliminatvtl I nr Iiy its nature canton lie cnreii or eliminated) Iiy Simplex mi or bfeore the Effective Date n< the Merger; or (ill By Simple*. Ily tlie ilioril of Directors of Simplex, if die cnnditi.-.ns set forth in Article X -hall not have been complied with nr performer! in any material rr>|iect and such noncomplianre or ttnnperfnntianee shall me have been cured or efiniioated roc liv its nature cannot lie cured or eliminated) hy Tyco an ! NCl.' -'o or i-rfnri- the Effective fhtte of the -Merger. In the event uf tcrrninatbei by any fatty a* jirrividrsl alai.e. written notice of termination shall forth with he given hy the Jnrty electing to terminate lo IIsc other |nrriie: Jirreto. Any terminatirm pursuant to hi* Article XU shall lie iviihmit lialiility on the pan of any pnrty to any other |rty. Nothing coutaimd in this Agreement shall lie ilrenicd Ui rtrpiire any party tu terminate this Agreement m the t-.-rnt tliat a conrlilian precedent to its nliligatinns hereunder t< not met. rather than to warn- -uch a-a-Ihi<i precclient and proceed witii the consummation id the Merger. ARTICLE XIII CunrcxATtax ' 1J. Tyco and XCC wii- cwiperate -.cith Simiilex and Simplex will crsipernre with Tyco and XCC. and each will use it* heat effort* tu .-wrnniplish the transactions cuutctuphlcd hv thii Agreement. In this con- 16 DISCLOSURE IF 7HC AIOVI MCI ta USS CUAA THAN THIS TATIMe'hT. IT IS DUC TO TOOn PHOTOGRAPHIC QUA*.ITT Of THIS OOCUMENT. 03-16/00 13:17 FAX 301 951 1374 DISCLOSURE 021 (lection. m> press relm>e> nr other pnlilic snimuncrmcnt'* related to this Agreement or the tmnvKtiotii contemplated hereby shall lie made liy Tyco, XCC or Simplex without the prior approval of ap olKvi-r of each company. ARTICLE XIV Amendment. MooirtcxTiox xnb St'rrLEvr.STATWN W. Tyco, XCC and Simplex liy consent of each of their respective Hoards o( DirectX. m..v amend, modify or supplement this Agreement in Mich mannrr a> may he agreed ujwft by a written in-trumem executed hy Tyco. XCC ami Simplex at any time hefure or after approval or ado|xinn tliereui liy die stockholders of Simplex : pri/tn/vi/, /iimvtvr. that after Simplex'* stockholder* have apjwoved die transac tions contemplated l>y this Agreement. no stick antcmlment. modiricatiutl or supplement shall reduce the amount of cash to 'vliiih the -tistldmklers of Simplex become entitletl as of the Effective Date of the .Merger upon the sum-mler by the -tucklioUer* of Simplex of certificates representing -hares of Simplex common stock. ARTICLE XV Notices 15. AH notices, requests, demands ami other c-sonomiation* herrunder shall he in writing and sttall be deemed to have lieen duly givrn if delivered or mailed liv register-d mail, pnstage premill: (a) if to Tyco, to Joseph S. Gaziano. Chairman of the Hoard and I'resiileut. Tyco l-almratriries. Inc.. Ifi Hickory Drive. Wahliam. Massachusetts 02154. or to mch outer person as Tyco may have furnished in writing; or (b) if to XCC. to Joseph S. Gaziann. Chairman of the Britrtl and President. Newington Cable Co.. Inc., c/o Tyco Laboratories. Inc.. If) Hicknry Drive. Waltham. Massachusetts 02154. or to such mher person as XCC may have furnished in writing: nr ' (c-) if to Simplex. Alfred X. ToLn. President. P. O. tlox 470. Portsmouth. Newington. Xcw Hampshire OJHOI, or to such other jjcrxm as Simp(?x may have furnished in writing. Cojiies of all such notices shall lie furnished to the respective counsels. . ARTICLE XVI UlXtlUSEH'l 16 This Agreement embodies the entire agreement and understanding between Tyco. XCC and Simplex with respect to the subject macei ix-f-'i. Neither this Agrecnicnr nor any term nr provision hereof may be changed, waived. discharged nr tentiinaictl malty, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Agreement shall mi fie assignable by any party without the prior written consent of the other ponies. Except as expressly provided herein, nothing in riiis Agreement is intended tu confer on any person, other than the parries hereto and their successors and permitted assigns, any rights or remedies under or bv rtasun of this Agreement. Tile bendings iti this Agreement are for convenience of reference only ami shall not limit or otherwise affect any of the terms or provisions hereof. This Agreement may be executed in several counterparts, each of which shall he an originaL but all of which :i.v>rtlier .-half constitute one and the stme instrument. Ik Wmtsss Wttniar, the corporate [artiest hereto, pursuant to authority given hy their respective Hoards of Directors, have caused this Agreement to be rntmd into and signed in their respective coisorale 17 ' DISCLOSURE IP THC ABOVE PMC IS tin CLEAR THAN. THIS STATEMENT. IT IS BUS TO POOR PHOTOGRAPHIC O0AUTY OF THIS DOCUMENT. 03/16/00 13:18 FAX 301 951 1374 DISCLOSURE @022 nanKa by their rcsjiecrive authorized officer.1* and (heir respective corporate scale to lie hereunto affixed, and to l*e attested by litcir re.-peeiive CWrk> or AwUstajit Clerk*. all as ni llte rlay and .rear first almve written. ' Simplex Wide and Cable Company Attest: Rotter S. O'Kjea, J*. Auiilattl CU-'- (Corporate Seal) By Alpsed X. Tolas At no X. Talan. PmidfHi Alpheo \\ Tolas Altsso .V. Tolas. Trtateetr * 1,1 Attest: T. Kenwood Mullah. Jit. Clerk (Corporate Seal) Tyco Ladoeatorils, Inc. By Joseph S. Gaziano Jokpit 5. <jArtA.ro, PmUerl Howxks A. Hl'll Kowau A. Hull, Teeejmrer Attest: T. Ksxwooo Mt'LLAJie, Jr, Clerk (Corporate Seat) 1 i Newixctox Caile Co.. Inc. By Joseph S. Gaziano JaMm S.CxIlAXti.Pterident Hourxxo A. Hull ' Ifcewa A Hotl Trtnmrer 18 nicn OQI* IBCT^ iy THRAHOVt PA6E1S Lit* CLEAR THAN THIS STATEMENT. IT IS 8wV#l\#W Wltb out TO POOH PHOTOGRAPHIC QUALITY Of THI* OOCUMUTT. 0 , c. 03/16/00 13:18 FAX 301 951 1374 DISCLOSURE 023 SCHEDULE A The purpose* of the Surviving Corporation shall tie: To manufacture. install, buy, sell and in any way to deal in wire, cables, machinery and other . supplies for electrical purposes: also in wire and manufacture* thereof; also m lead and manufactures thereof: also in India rubber and manufactures thereof; and further to engage in such other business as may be incidental to the foregoing; and further for the purpose of purchasing or otlterwise acquiring. and of selling or otherwise disposing of stuck*, bond* or securities, or other obligation* of or claims against Oliver cor(wratkm* <* association*, and while the owner thereof to exercise all the rights, powers and privilege* of ownership including the right to vote thereon and of acquiring, holding and disposing of its own shares of stock of any class. In connection with the foregoing the corporation sitall exercise all powers now or hereafter conferred upon business corporations by the Commonwealth of Massachusetts. ......... , . . 03 16/00 L3:19 FAX 301 951 1374 TYCO INTERNATIONAL US INC- 10-K 1 DISCLOSURE @024 Filing Date: 06/30/97 (MARX ONE) (X) {} SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FORM TO COMMISSION FILE NUMBER 1-5482 TYCO INTERNATIONAL (US) INC. (FORMERLY TYCO INTERNATIONAL LTD.) (Exact name of registrant as specified in its charter) . MASSACHUSETTS (State or Incorporation) 04-2297459 (I.R.S. Employer Identification Number) ONE TYCO PARK, EXETER, NEW HAMPSHIRE 03833 (Address of registrant's principal executive offices) (603) 778-9700 (Registrant's telephone number) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class None Name of each exchange on which registered None 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 number of shares of common stock outstanding as of September 19, 1997 was 1,000 shares, all of which are indirectly owned by Tyco International Ltd. 03'16/QO 13:19 FAI 301 951 1374 DISCLOSURE 025 TYCO C TERNATIONAL US INC- IQ-K Filing Date: 0600/97 valves and products for mechanical markets through warehouses located in the Netherlands, the United Kingdom, Germany and France. Products are sold principally to distributors and to fire protection contractors and in some instances to mechanical and industrial contractors and original equipment manufacturers. In the Asia-Pacific region, the Company distributes fire protection and flow control products through warehouses located in Australia, New Zealand and Singapore. Products are sold directly to fire protection and other contractors as well as to mechanical and industrial contractors and independent distributors. While distribution patterns vary, most centers stock an extensive line of valves, fittings, pipe and other products for fire protection systems, components for HVAC installations and water and gas distribution, and specialized valves and piping for the chemical, food, power and beverage processing industries. Grinnell's North American distribution network competes with independent manufacturers' representatives and other manufacturers and to a lesser extent with local and regional supply houses, all of which carry lines of other domestic or foreign manufacturers. Grinnell competes on the basis of price, the breadth of its product line, service and quality. Grinnell competes for the sale of gray iron pipe fittings, malleable and ductile iron fittings and other flow control products and fire protection sprinklers and devices principally with other domestic producers, as well as with foreign manufacturers of fittings. Grinnell uses an internal sales force for the sale of certain other iron castings sold direct to original equipment manufacturers and other end users. Allied competes for the sale of steel pipe, which is sold through Grinnell's distribution network discussed above, with pipe from other domestic and foreign producers. Competition for the sale of pipe is based on price, service and breadth of product line. Fence and other specialized industrial tubing is sold to wholesalers, original equipment manufacturers and other distributors. Competition for the sale of fence products is principally from ,, national and regional domestic producers and to a lesser extent from foreign . companies, on the basis of price, service and distribution. The Company competes with many small regional manufacturers for sales of specialized industrial tubing on the basis of price and breadth of product line. Mueller's water and natural gas distribution flow control products are sold through independent distributors, and, to a lesser extent, directly to utilities, municipalities and gas distribution companies. Certain of its gas distribution products are also sold through the Grinnell distribution network. The Company competes for the sale of these products on the basis of product. quality, service, price, breadth of product line and conformity with municipal codes and other engineering standards. The Company competes with several other manufacturers in the United States and Canada for the sale of iron and brass flow control devices for water and natural gas distribution systems. IV. ELECTRICAL AND ELECTRONIC COMPONENTS The Company's Electrical and Electronic Components group consists of Simplex Technologies, Inc. ("Simplex"), Allied's Electrical Conduit division and the Company's Printed Circuit Group. Simplex manufacturers underwater communications cable and cable assemblies. Allied manufactures and distributes electrical conduit and related components used in commercial electrical installations. The Printed Circuit Group manufactures printed circuit boards and assembles backplanes for the electronics industry. Simplex Simplex is the largest U.S. manufacturer of undersea fiber optic PRINT TIMEMAR. 18. 12:20FM 03/16/00 13:20 FAX 301 951 1374 DISCLOSURE @026 TYCO INTERNATIONAL USINC-10-K Piling Date: 06/30/97 telecommunications cable. Simplex also manufacturers cable and cable assemblies for the U,S. Navy, underwater electric power cable and optical ground wire for use by power authorities and utilities, and electro-mechanical cable for unique field applications. Simplex's principal customer was AT&T-SSI, which accounted for approximately 79% of its revenues in fiscal 1997. . On July 1, 1997 the Company acquired AT&T-SSI. The combination of Simplex and AT&T-SSI, to be known as Tyco Submarine Systems Ltd. ("TSSL"), will create a world leader in the design, development, manufacture, supply, installation and maintenance of underseas fiber optic telecommunications cable systems. Simplex, and now TSSL, competes on a worldwide basis primarily against two other entities: Alcatel-Alsthom, headquartered in France and KDD, located in Japan. Alcatel is vertically integrated and produces its own cable and KDD utilizes a Japanese cable manufacturer. Allied Electrical Conduit Allied's electrical conduit division is one of the leading producers of steel electrical conduit in the United States. Electrical conduit is galvanized steel tubing designed to contain current-carrying electrical wires both 7 9 inside and outside building structures. The conduit also serves as an electrical ground that ensures proper operation of circuit interruptors and provides a channel into which additional wires can be inserted or removed as electrical needs change. The division manufactures a full line of electrical conduit as well as metal framing and other products. The division's electrical conduit and related products are sold to wholesale electrical distributors through Allied's distribution facilities by an internal sales force and a network of commissioned sales agents. The division competes for the sale of electrical products primarily with several other large domestic manufacturers. Competition in the electrical conduit industry is primarily based upon price, quality, delivery and breadth of product line. Printed Circuit Group Tyco's Printed Circuit Group of companies is one of the largest independent manufacturers of complex multi-layered printed circuit boards and assemblers of backplanes in the United States. Printed circuit boards are used in the electronics industry to mount and interconnect components to create electronic systems. They are categorized by the number of sides or layers that contain circuitry, which could be single-sided, double-sided or multi-layer. In general, single and double-sided boards are less advanced. Multi-layer boards provide greater interconnection density while decreasing the number of separate printed circuit boards which are required to accommodate powerful and sophisticated components. Backplanes include printed circuit boards and are assemblies of connectors and other electronic components which distribute power and interconnect printed circuit boards, power supplies and other system elements. The Group manufactures highly sophisticated double-sided, mass molded boards of up to eight layers, precision tooled, custom laminated multi-layer boards of up to 68 layers and sophisticated flex-rigid circuit boards for use in environmentally demanding conditions. The majority of the Group's sales are derived from its high-density multi-layer boards. The Company's backplanes facility produces fully assembled units utilizing press-fit or soldered connection technology, custom pin grid array sockets and surface mounted assembly. The printed circuit boards and backplanes manufactured by the Company are designed by customers and are manufactured on a job order basis to the * customers' specifications. RECEIVED TIMEMAR. 16. r12:06PM PRINT TIMEMAR. 16. 12:20PM