Document r55yDGQQgGM4kgYQ7dOL0bmV

03 1600 13:07 FAX 301 951 1374 DISCLOSURE 002 l /V J .... "Y920 ooc* SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20349 FORM 3-K CURRENT REPORT ftirsuanc to Section 13 or 15(d) of The Securities Exchange Act of 1934 : For the month of March, 1974 __________ tyco laboratories . inc. tiixacc name ot registrant as speemcd iii cijarteiJ 16 Hickory Drive, Waltham. Massachusetts 02154 1Address ot principal executive oiiices)------- DISCLOSURE^ WTMtAKM AMt IIUI1CUAI THAN THIi STATEMENT. T II I out TO fOM INOTOWtfHIC OUAUTV Of THIS DOCUMENT. RECEIVED TIMEMAR. 16. 12:06PM PRINT TIMEMAR. 16. 12:23PM 03 16/00 L3:07 FAX 301 951 1374 DISCLOSURE @003 A 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 I shares of common stock. Simplex is listed on the American Stock Exchange and is located in Newington, i 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 ahd communications systems. In addition. Simplex occasionally performs field services relating to the installation of its products. II DISCLOSURE IMKi MOV! PAM M ISM CUAS V*l VUS STAftMCNT. IT IS MIS RAM MMAM,MIA " RRAH1MR> ] T~ 00 13:08 FAX 30L 951 1374 DISCLOSURE 004 Item 14 Financl.il Statements and Exhibits (b) Exhibits The following exhibit is filed as part of this Report: I. Agreement and Plan of Merger dated March 27, Wire1974 among Simplex 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 < its behalf by the undersigned hereunto duly authorized. . tyco laboratories, inc. ,,, .,, Dated: April8, 1974 By /s/ Howard A. Hull Howard a. mum Treasurer IIQC LU If THCMOVf PAOC It UUCUM THAN TNI* T*TtMU*T. IT IS 03-16/00 13:08 FAX 301 951 1374 DISCLOSURE @005 EXHIBIT A AGREEMENT AMD PLAN OF MERGEB AGREEMENT AND PLAN OF MERGER made this 27th day of Uuek, 1974 among Siarus Wilt a .so Ostr. Cost pa xv ("hiniplrx"). a corporation organised and iijtan; under (he law* of the Commonwealth of Massachusetts, Tvco I.aimratoiiu. lye. ("Tyto"), a corporation organiacd and existing under the laws nt (he Commonwealth of Massachuwtis. and New xerox Caslc C0,, lac. C'NCC" >. t wh-iliv-owonl vilidit.ary of Tjci* >ml 4 ,'ur^-irv.it.n organised and ecisciag under tiwlaw*ef the Commonwealth of Massachusetts. WinSRCAS. NCC desire* to merge with and i.iin Simplex fand Tyco Aaiu dai NCC be merged into Simplex), and Simple* desires to'have NCC merge into Simplex upon (hr swims and conditions act forth herein anti in accordance witli die laws of (he Commonwaith o(' MaatachoexBx. Now, tHiairoes. the panic* hereto envenant and agree a* follow*: _ ARTICLE I Vucu 1.1 The corporate existence oi Simplex, with all its purpose*, power* awi objeeu, ihalt continue i unaffected and unimpaired by the merger of NCC into Simplex herein provided Smr (the "Merger"!; and the corporate identity and existence, with all the purpose*. power* and object* of NCC ihalt be merged into Simplex, and Simplex a* the coriratino surviving the Merger shall be f*My crated therewith. The separate existence and corporate organisation of NCC shall cease upon the Merger becarmag effective m Herein provided, and thereupon Simplex and NCC shall be a single corporation it aaatiniu hereio called the "Surviving Cor]nntion">. The name of the Surviving Corporation shaft be "Simplex Wire and Cable Company", 1 -2 Promptly upon fulfillment er waiver of the conditions specified in Artadex 9 xad 10, but not !* than the next business day following the day of the meeting of stockholder* iiA-i.ui to ha Article 7fk). provided that this Agreement ha* not been terminated punuant to Anicfe 12. Armeies of Merger shall tie executed and filed in the office of the Secretary of Stale of the Commonwealth rfHasnrhaiftti. all in ac cordance with the provision* of Chapter 116(1 of the General lam of the CoRsnDWMabb of Massachusetts. 1.3 The Merger shall become effective at the time that the filing in the officeof rise Secretary of State of the Commonwealth of Massachusetts referred to in Article 12 is completed, wfbich dm is heron exit*.- time* referred to as the "Eft.'ctive Date of the Merger". . ' ARTICLE II Atrtcua nr Osca.v.satiox; By-Laws; Bosuor DimctomzOis jjts i 2.1 Except as otherwise provided in Article 2J hereof, the Articles of Oignawni of Simplex ae Be effect immediately prior to the Effective Date of the Merger shall be the Anide* ai Organisation of the- Surviving Corporation and may be ar'etwled provided by law. The purpose* effShiest as stated ia its i Articles of Organisation as in effect immediately prior to the Effective Date df Ae Merger shall be the IHirposea of llie Surviving Corporation arid are set forth in Schedule A heron. - 22 The authoriacd capital stock of tie Surviving Corporation shall consist of 1.000 share* of eemmon stock, par va'uc $1.00 per stare. ' ur i t i --J 03 16 00 13:08 FAX 301 951 1374 DISCLOSURE @006 2J The Bylaw* of Simple* a* in rt'rVr- itrmediatefy prior in the Effective Date of the Merger shall be the Fly-law* of the Sum* mg Corponiion umil dw same dull thereafter he altered, amended ur repealed in aerprdance with law, the Art'do d t irgiuuaiuin of die Servicing '.'nqmratinn or said By-Law*. - '.4 fat From amt after the FITective Daieof the Mergrr, the Board of Knaan nf the *',urvivinf Corporation shall consist of Joseph S. t'cuiano, Alfred N. Tnlan. Joshua 21. Herman, Morris ]. Biujceu, and Amoid K. Finery, each of the memlien of uch lVurd of Director* cf the Surviving Corporation to serve until Hi* <uece*tnr i* elected ami <|iialifie*l nr nntil hi* earlier death, re*igua:i ,n nr removal. If at the Effective Date <d the Merger a vacancy dull c-xi*t in the Hoard of Director* of die Surviving Corporation. *uchivacancy may tlicreaflcr lie fille-1 in the manner provided liv- the By-law* of the Surviving Corporation. (b) From and after the Effective-Date or the Merger, Jo*eph S. (iaiiana dull lm Chairman of die Board >f Director* and chief executive odicer. Ilimard A. Hull shall lie Treasurer, and T. Keivamnd Mullare. Jr shall tie Secretary and Clerk of the Surviving Corporaiiixi, each of Midi officer* in *erye until hi* snccnnor is elected anil (pistiiicd nr tiinil lus earner tkath, resignation -if removal Excqil for the fore going office*, each officer *f Sini|ilrx miireiltaiWv prior to the Effective Due of t!ie M*rger *lialt continue a* an officer of rite Surviving Cnrpuraiisin in rise same cqiacitv or rapacities, mini hi* successor i* elected and qualified ur until hi* earlier death, resignation or- removal. ARTICLE III CostvtatioH or .Siiaih J.I L'pnn the Effective Date of the Merger the nhare* of etpiul stock o( Simplex and NCC shall, ifto fatte and without any action on the part of the respective faultier* thcrcuf, become and he converte<l into share* of stock of live Surviving Girpnratfoa or the eight to receive cash uvd be cancelled as follow*: (a) Each outstanding sltare of Conutum Stock. 51.00 par value, ol XCC. shall be ravened into one share of Common .Stock, $1.00 par value, of the Surviving Corporation. - (h Each ovititamling .hare of Connnon Stock, J$ par value, of Simplex f"Simplex Common Stock") shall be ravened into tlte right to receive, without interest, cash in the amount of $24.23 per share in accordance with the provisions of this Article III. 1-2 Prior to the Effective Date of the Mt-rger. Tyco vcill dqndi nr cause n be <teposited with a bank it tmit company I tuning ca|iilai. ssiqil.i* ami undivhled profits of tux less than $25.0004)00) in the City of Boston. Ma**acliusett or in the Borough of Manhattan. City and State uf New York I the "E*ensw Agent") cash in the amount nf $224)14,707.75 imrsnant to an escrow agreement in form satisfactory to Simplex, Tyco and NYC . die "Ivscnw Agreement" t. Such fund* s'all be held by tlte Escrow Agent fivr payment of lank check* or tlraft* iMic>l by (hr Exchange Agent las hereinafter defined) against delivery of certificate* which formerly represented sltane* of Simplex Common Stock. Tyco may. in its diserainn from time to time, direct die Escrow Agent to invest such foal* a* are from time in time hekt hr r!* E*crw Agent in olihgaiions l the C.S. fjoicmdicnt for agencies or instrumentalities llverenf I maturing in not more than seven days, or in oMigatkmx <e tlte V.S. (iiveitmtent lor agenci-* or iir.wrtmtenlafitie* theraif) subject to repurchase agreement* provsdai only that tile term* of any such repurdvue agreement shall not he in excess of one htnines* <lay. All intcraft nr ptnfUi accruing U|ki such invesimcnti shall inure to the benefit nf Tren. J .1 Each h.J,|er ,,f share* of Simples Gunman Stark, upon surrender ms more dun six monilu after the Effective Date of tlw Merger to Tlw First National Rank *jf Boston, 100 Kcteral Street. Ikeunn, Massachusetts 021 It), or such other lunk a* nuy Isr designated by Tyco Idle "Kxclongc Agent"I of one or nawe certificate* which formerly repceswuert slute* of *iimti)cx common Soak. dull he 3 DECEIVE fAR Ifi 03 16/00 13:09 FAX 301 951 1374 DISCLOSURE @007 entitled in receive payment therefor by lianlt check or draft drawn aa the Escrow Accra promptly after receipt of mch certificates by tlic Exchange Agent. Frrnn and after the expiration of six month* but prior to tile expiration of iw years aiier the Eot-tive Dar of tile Merger, each Imlder of shares of Simplex Common Stock vim lias not previously surrendered bis certificates which formerly retiresenled shares of Simplex Common Strx-k shall he entiilerl. |xm surrender to Tyco of one or more such certifi cates. to receive payment therefor from Tyco promptly after receipt of sac. rrtificates by Tyco, ff any payment for shares of Simplex Common Stock is to lie made in a name other tlcm that in which the certificate for such shares is registered, it shad he a condition of payment that the certificate so surrendered shall be properly endorser! or otherwise in proper form for transfer and that the person rapiestmg such, payment .dull either fa I pay to the Exctange Agent or Tvcc.asthe case may he. any transfer or uiher taxes rei|inretl hv -cn.vm of the payment ir. a jscrv.n otltet titan-die registered holtler of the certificate surrenderesl. or i b i esialili.'li to the satisfaction of the Exchange Agent or Tyro, as the ease may be. tliat such tax has been fsaist or is not |iayable. From ai.d after the exmration of six years after the Effective' Date of the Merger, the holders of share* of Simplex Common S:k woo have not previottslv- sur rendered their certificates winch formerly represented sliares of Sim|ifex Comnin.i Stock stall h: deemed to have wai"ed all righ's to payment under tins Article Iff. anti all rights nf holders of such certificates under this Agreement or otherwise skill cense. , J 4 All funds de)xw.ietl with the Escrow Agent (together with all interest or profits thereon; and not paid agair.it delivery to the Exchange Agent during the six-month period heginnir.g on tlie Effective Date of the .Merger of certificates which formerly represented shares of Simplex Common stock ahall lie paid by the Escrow Agent to Tv-ii on ilemcnd, anil any holder of certificates which formerly represented shares of Simplex Common Stock and which tad not during such six-month period hem surrendered to the Exchange Agent shall thereafter took only to Tyco for payment itarcmr and shall he deemed an unsecured creditor of Tyco with respect thereto. 3.5 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 >. rvtnc cash in the amount of $24.25 per stare uoon the surrender of certificates rqiroeming die same in accortliuice with the provisions of this Article HI. and (ii) no' transfer of sliares nf Simplex Common Stock stall be made on the stock transfer books of the Surviving Corporation. ARTICLE IV ' Errr.cr or .Mrinrjt > 4. The effect of the Merger dull lie as described in Section HO nf Chapter 15o2 of the General Laws nf Massachusetts. ARTICLE V RepiesE.vT.sTtoN-s. U`aa::tie.s axis ActECstEVtsor Sixrux 5. Simplex represents, warrants ami agrees as follows: fa! Oryanizition anil Slnmlimj. Simplex is a corporation duly organised and existing under the laws of the Coninvinwealth, of Massaclmseits amt will at the Effective Date of the Merger be tn goo' standing in Massachusetts: la* full rcipiisite vor|irate power anti authority to carry on its business as it :t juiw being combined, and to own and i.jicralc the pmjwrtic* now ownetl drat operated by it: and is duly uualifiefl m !i.. ...sell to d hiisinos mid i> in good standing as a foreign corporatism authorised to <k` bodiless in New Haoip-liire RElEIVED TIMEMAR. IB. : OfiPM PRINT i i .3 03 16 00 13:09 FAX 301 951 1374 DISCLOSURE @008 i . a,v/i,iMn Tta rwu!:'.n and deb'<*ry id '.N Ayrcnnmi .mil .ill inuioietion- imnUinjr Simplex ,f,.| j(V f\,% It-ith liter; astd'ortm! `u >ill required cnrfW'rartf ,*ic(ihi ly Simp)*-*. e.xeq* (I e '--.vrrtl I,-;.'-. .1 U\ d:e holder* of li e Mui-Uoduuf oxmiH-n -lick of Simplex :u cmilcirpUiud !> Art !r *i k i i i The author,rrd mpual -nek nf Stmt*lex con-nH nf 1.500.0H0 ttare* <d preferred itfR-k. par \ il'if 51 'nl ] cr dure. n*tte hi *huu jrc ud and iw%f.'indiij$; *n,l .V**,.,*f* -`art* i common ; lave oui-'.o'.ih. ..il.-e 55 OH \*r dure. ivt.urli '*`7*2.1 are i*ucd and .Rit-taudin;: Nmplcx *h*- mt . iat *r otnroiimem* *4 an\ ctafucier relating n- >:inplcx - au<lfuel 4n*' i**l capital duck. c.ucpt pv!: * to piircta-e JOJ'h -tare- *t n* ..*mmnr -Ptk under u- P>7J 1 mj.-i.iitrctl Stock lipnon at * price ui SS.50 per -tare. h addition. implex ta* reserved for u.vr pnrvt.ui: wit* 1972 Ut'iuaimett S*'k Option Pan an additional 44fi#>4 staf^ <4 ajmniHii -r **k. , >pti*hi* ir addii'ora* -wc* luve Sent granted under *uch plan . - /! V-i/'i 1*1. }fi%t >,mpiex doe- nt.i tave any -uhddiancx. ier Dsicnf j* *f\VM/*iVr AJUtvH Nrer-i- Attachment A a -catemem -ctfinj forth varvxi* information and .r .i1':al data with respect ?* Nmplcx Attachment A d-x- not contain any untrue -ta:e- mem { a mare-! i! *; ><r.i<mi{ ti e a n:4?r**.:il out t;r*e*4r) in *drr ?*i nuke the -fatcmenl* ermeyned therevt *.' ,*ii-ir.. ms-.: hnami-I -utciM*"'* mv! !c' *t Atr.url rrrr.i A are encnplcte tiut c*rreet in all tnarcr.a: rr-p<*t '. .:r.-ut r.tiriv vie nnmuial r*'iniitinfi >u Simpvx at rlc lafei tii the halaner *hcet rd Simplex .lire'll .inS ?!:%- rrMili- *-t it* i*pcra*.in fur the re*|iertt\ J*^**l' tlieti endeH. and been prqare*l m 4*.k<.r''.uMoe `aiti* yeiirraily accqf<*l aec*emunit pniwiple* apj4il on A crn%itent la*t% tkmueh* nut the p#ri'il- indiofetl. Sle 'er*. .Me redevtnl in rhe Ikrendier .U. 1*^7.J balance -beet of Simplex indnded in At>arbn*ent \. *>r w'.k.'i la'"r !*en diereatier .icipiirol, lave Icen i'4feue-l of are cuffed and oJ!niW at tlie ai*i;rei;:i:e reCMi!ed anuxint- tbrrenf le* applicaMc /e*crvea ctmifnifol in acnirdance with rencra/Iy accepted accMiiittint; priikiple^. vvlmh rr-ene* areailafuate- Tlie C'nirol States<kivemnicm hasrxammed wlr* uniter uminnr- thrnuch Octcmlicr JL 1**72 and ha* miC indicatnj any pinpr>^*l rencKMiutiort nr prstr fvdcterniiiiaii**i fur nch -ales, ami in theuptmun f Simplex's mam^urnut. no re-en* fur :un reti(%*r>iTuti>u >r price fwldemtinatiun fnr any -ales tsnrlcr Simplex*# jj'r-eminent rmurait- arc rnptrcd Tlir imcnfurie- redertnl m the iJecrmicr .If, l#lTJ balance -licet <*f Simplex includdl m Aiinchmeiti A, *it which ivnelcvn fherearer acijuire*!. cun-i-t uf trails of a <|u*Jity aixi <juanmy uMf an*l alat*le m the n-mual c.Mir-e nf Sint|*lcx's Ui%tue-. The valtte*ai which all Simj4cx ian(uncs arc rarrnl rvdeo the iiumul invciitnry %ntnan*m j*lur> *k Simplex of iaui?x inventories ai llw lower of ont ur market. fli I'ntliii'hsfii Kxcepr a* fi j rmlcered nr reserve! a^aimr in the December Jl, 197.1 balance ihcet nf Sunplex 'n-liu.c'l in Attachment A. ur tii) set fnrth ut Kxhihil A herctu. Simpcx i nnc knnv ur h.r.i; tm m-uruhic unmml t< kimw uf any hal# for tlx a**en!nn aipttn-i it nf any material liabilities or iiMf*:is)r.n, : e\cq>t ihu-c art-mg in tlw urdhuirv c*nir-e u# after Lh.-:eiriber 51. 1972, *d ct' ir\ !-:i -1 . ..f ubliyrtjt.HM. eifi.cr Jixrt**!. a!.-n(urc. cr>mnccnt 'r ixiierwt-e, wladi wudii maienaily nod i-l er-fly .v.feit the cundtKi of ii- fmsmest cixtsaieraf a a whole, lei '>/ \tjrtrui! pfnpmitt ti*i Coutnuit. the Attached hereto a* RxhiLits B thrut*eh I- are true and o*rre\t h-:- .i tl>e item* drwrihts! lluw ai ui December .11.197.1. In aihlitiun. Stca^ex hau fnrnishai ur nu-le available m*.r ami ctirresi oi|ica f any ibxnanenu ccterrnl to in such Exhibits, awt (fr> the extent (tat it '.Lid the ame Simf*lex ta* furmd^t or no*fe avaib/ife hr Tycrr a;td N'CC the om am! d e ***ik aloe indndim; depreciation raken> with respect t* it- material assets a.rer|ocs(ed lc T)i" * d Nt'i ` fi> All material a>w(i ami btiHOr--e- <4 (whether 'iwnnl, leased, nr subjei to a ctjnrract of purctaie ur sale or lease ctetutmtocnt j. wfifdi fta i:Kltxlcs all current as-cts. all rd DISCLOSURE Ijy If TM XMVf FMf IS Ull BW THAM THIS STATnaCMT.fr IS MM TO MOI PHOTOMASIHC OUAIITV Of THIS OOCUMCMT. RECEIVED TIMEMAR. 16. 12:Q6PM PRINT TIMEMAR. 16. 03 16 00 13:10 FAX 301 951 1374 DISCLOSURE @009 property, all plant* ami all equipment. which equipment hail an original coil to Simplex of S25.000 or mure. < Exhibit H.) (ii) All insurance i-.'.livics or liond*. Including title in-.tirancc policies, in force with respect to Simplex, including thnic covering 'l* respective projicrties. buildings. machinery, equipment, fix tures, employees ami opcrati'itt* i Exhibit C. i (iii) All material cn.-itfin-ts. including bm mu limiter! to all contractj with the L'nitcri States Department ni the Xavv i the "Navy Contracts''!, all material leases under which Simplex is lessor or lessee and any other contracts and purcltase nr supply agreements or arrangements f whet her nr not made in the ordinary course oi business i ilut involve SfO.OOO or more: t Exhibit D.l (iv) All bonus, incentive compensation. profit-sharing. retirement, pension, group insurance, death benefit or other fringe plans, arrangement* nr trust agreements of Simplex (together with a list of the most recent rqxins with respect to such plans, arrangements oe trust agreements filed with any governmental agency p, the aggregate amount ni all termination and bonus payments accrued by Simplex with respect to it-, urticers and emnftivecs as oi December Jl. 1973 and the amount nf any additional such payment.* accrued or paid by Simplex since sucii (late, t Exhibit E.) tv) The name* ni'1 .-irrctit .111;:-: <1 ..itarv fate* ni all present olnccrs onr, mtJovees of Simtdex whose current regular annual salary rate 1 > SJO.tgJO or more, together with any bonuses paid nr payable to such persons for the fiscal year ended. December Jl. 197.1. and any arrangements with respect to any bonuses to be paid to them fmm and after December Jl. 197J. I Exhibit F.) (vi) The name nf each bank in which Simplex ha* an account, and the tomes of all persons authorized to draw thereon t Exhibit <i. 1 (vii) All collective bargaining agreements nf Simplex existing with any tabor uninn or other representative of employees, including amendment.,. supplements and written or <mt understandm**. all existing grievance claims, all arbitration matters it; process and all employment, consulting and deferred compensation agreement* of Simplex. ( Exhibit H.) (viii) All iranchi.se contract*, t Exhibit ].') . (ix) Long-term note* and note agreements and any other agreements rdariirg to any indebted ness of Simplex or with resjicct n> collateral securing the same. (Exhibit J.) (u) All trademark registrations and application* therefor. service mark registration* and appli cation* therefor, [latent, ami patent application*. copyright.*, whether common law or statutory, and applications therefor (including information a* to capirattun dates oi all the foregoing where applicable) presently owned, in whole or in part, by Simplex, or to which Simplex it equitably entitled; to the extent that any oi the following have lieen reduced to writing, all other trade secrets and inventions for which no patent applications are |iending, trademarks, service mark*, trade name*, names and all other industrial pro[>erty rights presently owned, in whole or in pan. nr used hr Simplex: and all trademark license*, service mark licenses, copyright licenses, royalty agreements, patent licenses, assignment*, grants and contracts with employee* or other* relating in whole or in part to disclosure, as-igioora:. registering or patenting oi any trademark], service marks, copyright*, inventions, di-coter-rs, iifto-seo i-o-, ;-rv-'-r,. formulae. trade secret* ur other know-how. To the bc..t "t tiie knouirttgv .uni behei of complex. the foregoing trademark*. sendee marks, copyrights, licenses, assignments, grants, agreements ami contracts are valid; tlte fo.egoing trademark rcpxtalion*, service mark registration*, copyright registration* and patents have been duly issued and have not been cancelled, abandoned or otherwise terminated: and the foregoing trademark application*, service mark application*, copyright application* and patent application* lave been duly filed. It is understood dial Simplex'* standard practice instruction ducumcnt* refating to manufacturing prucC3ks have not been inchtded in such list liut shall be mule available 10 Tytn and NCC upon request. (Exhibit K.) \H) tf TM( AUVI PMC m UN CUM THAN TNI* STATUMNT. IT IS OUC TO MON PHOTOOAAAMIC OUAUTV OP THIS OOCUMINT. * .4 ii 4 !-1 03 16.-00 13: LI FAX 301 951 1374 DISCLOSURE @010 f, J*V * , Cxi) All incomplete capital projects. (Exhibit U.'i Cxcept as specified in die lists furnished pursuant to this Article 5(g). Simplex was not as of December Jt. 1973 a party to. or Imurol hv. a material contract of any kind. If after December 31. 1973 anti prior to the Effective Date of die Merger. Simplex enters into any contract involving 5100.000 or more (including contracts tor the puTcInutr or ale of assets or amendments to existing contracts), notice of such contract land copies of such contracts it requested) shall be furnished to Tyco and NCC by Simplex as soon as reasonably practicable, but in any event prior to the Effective Date oi the Merger. Simplex has no knowledge of any exot-ig default and has no knowledge of any reason why any default will occur hereafter in any obligation mi its part to lie performed under any lease. contract, plan, agreement or other arrangements cntiMitted in the lists mentioned above, which default or defaults t m the aggre gate) hove had or would have a material adverse etteet upon the business of Simplex. (h) Absence of Certain Chanties. Since Decemher .11. 1973. there has not been: (i) Any material adverse ''h-v.ge in the financial condition, operations, assets nr liabilities of Simplex from that shown no"the D-'cmber 31. 1973 financial statements mdiided in Attachment - Aor in the amount oi business mticqiated to be dune with the United States Department of the- Navy; (ii) Any damage, destruction or bus to the business or properties of Simplex < whether or not covered by insurance) materially and adversely affecting the business or properties of Simplex: fiii) Any declaration, vetting a-ide in- payment of any dividend or other distribution m respect of any oi Simplex'* capital stock, or any direct or indirect redemption, purchase or any other acquisition of any such stock: any cltange in the capital srock of Simplex or in the number of share* or classes of itr aiitlmrircd or outstanding capital stock: nr any cltange in the options, warrants, calls or commwmept.v of any character relating to Simplex* authorized anti unissued capital stock as described or reflected in Article 5(e hereof: prorided. tmwcrcr. it is contemplated rim ad of Simplex's outstanding opiums will be cancelled or repurchased a* orovitial in Article 7fb) liereof. fiv) Any labor trouble other than routine grievances or labor trouble arisiog in cncncctiort with the renegotiation of existing collective bargaining agreements expiring, or being subject to re-opening; between the tlate of this Agreement and the Effective Date oi the Merger, none at which in any event have had a material adverse effect on the financial condition or results of operations of Simplex: _ (v) Any other event or condition known to Simplex particularly pertaining to and materially and adversely affecting t'ne assets or business oi Simplex. - (i) Tarts. Simplex has filed all United States inentre tax returns, all withholding. FLTA and FICA tax filing* and all material state tax returns that are required to be filed or has obtained extensions for the filing thereof anti has paid, or made provision ior the payment of. a?' taxes which have or may have become due pursuant to stiitl returns or pursuant to any assessment-received by Simplex, except such taxes, if any, as are being contested in faith and a* to which, in t)ie opinion of management, adequate rraerte, have iu-cti prm tried in die lialance sheet oi Simplex as at December Jl. 1973 included in Attachment A. Simplex knows of no grounds upon which (i) any additional taxes could be assessed in any material amount in respect of iwriisU covered hv such returns airtady filed, or (ii) any taxes unusual in amount, nature or exteu. could he asserted in respect ni the period for which no returns have yet been filet1. The United States income tax Uahilitv of Simplex lias been examined by the Internal Revenue Service for ail years up to and including the taxable year ended December 31,1971. (j) Properties and Encumbrances. Simplex has good and marketable title to its real properties and good title rn ail of its other properties and assets relleeted in the December Jl. 1973 balance sheet of Simplex included in Attachment A (except properties and assets sold or otherwise disused of since December Jl. 1973 in the ordinary course of its business amt properties and assets disposed of since .-~n' DISCLOSURE IF THC ASOVt TOM It LASS CUAA THAN THIS STATIMINT. fT IS OUC TO POOH PHOTOGRAPHIC QUALITY OP THIS DOCUMENT. S 03 16/ 00 L3: 12 FAX 301 951 1374 DISCLOSURE @0L1 I December 31, 1973 as crniempl.v.eii in Exhibit H herein), free ami clearof all mortgages, liens, pledges, charges or encumbrances of any nature wliaisoever, exccpr: . (t) Liens and encumbrances reflected in cite 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 Navy Contracts ami purchase options anil transfer restrictions cn certain assets to the extent set forth in the Navy Contract: . tiii) Liens in respect of 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. good faith In appropriate action; , fiv) Such imperfections of title, covenant.-., reservations, restrictions, easements, encroachments. statutory and contractual hens of landlord* anti encumbrances, if.any. as are me material in character, amount or extent, and 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-crwise materially impair the business'o|ieration of Simplex; and (v) Zoning ordinances, building laws, restrictions and regulations imposed bv governmoital authorities, if any, none of whi-h is materially violated by existing buildings. t tf t I To the best of the knowledge of Simplex, no adverse claims are presen-ly bring asserted and Simplex has no reason to Itclieve rhat aa- such claims are iiktdy to he as-erred with respect to any material nmount of the pro|>cnics and assets rejected in the balance sheer of Simplex as at December 31. 1973 included in Attachment A, except as set irerh in Exhibit M hereto. All leases pursuant to which Simplex leases any material amount of real or personal property are m good standing, valid anil cttecave 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 Kcurring. The structures, plants, buildings, fixtures and equipment belong ing ui or lease! to Simplex and used in the Newington. New Hampshire operations are in good operating condition and repair in all material rejxo. subject only to die ordinary wear and tear of its business, and conform in all material respects to all applicable ordinances. i (k) Litigation, tile. To the best of Simplex's knowledge, there is nosuit. action, or legal, admin istrative. arbitration or other proceeding nr governmental investigation, to which Simplex is a party or which particularly affects Si/rpiex. or any change in the mning or htiiltKng ordinances directly affecting the real property or leasehold intermt of Sinmlcx. pending or threatened wluch might materially and adversely affect the financial cecditioa. pro|>enics. assets or the conduct of the business of Simplex, except j as sec forth in Exhibit N litre*. (l) ContpUmue uith Othrr buirnmrntr. litf. To the best of Simplex's knowledge, it is not in material violation of or material deault under any instrument. law. ordinance, regulation, order nr decree |! 5 applicable to it which is of maicnal significance in respect of the financial condition or the conduct of the business uf Simplex. Neither the execution and delivery of this Agreement nor the consummation of the transactions p.uvided for Item will result m the v-rulaliun nf. or be in condin with, the terms of any * t corporate restriction nr of any agreenenc or instrument to which Simplex is now a party or by which it is l 7 DISCLOSURE'57 IP THE AHW PAGE IS LESS CLEAR THAN THIS STATEMENT. IT IS OUE TO POOR PHOTOGRAPHIC QUALITY OP THIS DOCUMENT. -- \ ^ 03-16/00 13:13 FAX 301 951 1374 DISCLOSURE @012 bound, (lr result in the creation of any lien on any of the properties or assets til' Simple:;, except that Simplex must receive stockh'tldcr approval as contemplated by Article 7( k i hereof. , fm) Adequate Insurance Coverage, In the opinion nf Sir.plex. the insurance policies and bonds listed in Exhibit C hereto t utlier titan title insurance jxilicies i pnivitle adequate insurance, as to coverages and amounts, for Simplex's properties and businesses. (n) .Vo Brokers. All negotiations on behalf nf Si--'rfex relative to this Agreement and the trans actions contemplated hereby have been orrieii on by Simplex or its special counsel directly with Tycn and SCC withouc the intervention nf any other |tenon as the result of any act of Simplex and. 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 ha* agreed to he responsible for any amounts due to it. , ARTICLE Vr REFftgscrTATioxs. WjuurawTws *st> Amecmkxts or Tveo xx SCC .. 6. The representations, warranties and agreements of Tyco and XCC are as follows: (a) Tyco represents, warrants and agrees that: (i) Organisation and Standing. Tycn is a crtqtoratirm duly organized and existing under the lawn of the Commonwealth of Massachusetts and wil.' at the Effective Due of the Merger be in good standing in Massachusetts. (ii) Authority. Tlie execution and delivery of this Agreement and ait transactions involving Tyco contemplated by this Agreement have been authorized by all rerpiircd corporate action of Tyco. ' (iii) iVo Brokers. All negndarinns 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 Smtplex without the intervention of any other person as the result c( any act of Tyco and. s far as known to Tyco, without die intervenrioa of any other person in such manner as to give rise to any valid claim against any of the parties hereto for a brokerage cotmnission, 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) Organisation and Standing. XCC is a corporation duly organized and exiiting under the lasts of the Commonwrealtlt of Massachusetts and will at the Effective Date of die Merger be . in good standing in Massachusetts. * f'i.i A-'thoAiy. The sxevmion md delivery of this Agreement and alt transactions invofving XCC contemplated bv this Agreement have been authorized bv all required corporation action of XCC. * (iii) Capitalisation. The authorized capital stuck of XCC consists nf 1.000 shares of common stock, par value $1.00 per sltoie, all of whirli are issued and outstanding. XCC dues not have outstanding any options, warrants, calls or enmniitments nf any character relating to its author ized and unissued capital stock. (ivj No Brokers. All negntmtiiHu on behalf nf NCC relative ;n this Agreement and the transactions contemplated liereby- have been carried oil hv XCC or its counsel directly with Simplex and Tycn without tile intervention of any |iers<.m as tile result of any act of XCC and. so far as 8 DISCLOSURE" IF THI ASOVE FAO* I* USA CLEAR THAN THIS STATEMENT, IT IS DUE TO POOR PHOIOijRAPHIC QUALITY OF THIS OOCUMEMT. 03 16 00 13:13 FAX 301 951 1374 DISCLOSURE 013 I'-;'-1 vtffefri i \. \; \> known to NCC. without the intervention of any ocher person in such maimer as to give rise to any valid claim against any of the parties hereto fur a brokerage commission, finder's fee br other lilce payment, except that NCC has been advised by Tyco tltat Tyco has retained Paine Weblter Jackson and Curtis, Inc. and has agreed to be res^wnsible fur any amounts due to it. ARTICLE VII Actions by Sturt.cx PendixgTime 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, N'CC in writing: (a) Information to br Furnished. Simplex will give to Tyco and N'CC and to their accountants, counsel and other representatives full access duns*, 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 use of the management of Sim plex) and will furnish ti> Tyco and N'CC copies ol ail such documents and records and imVinnation with resp* ct to the affairs of Simplex and copies of any working papers relating to Simplex as Tyco or NCC shall from time to time reasonably request. Tyco and N'CC agree that until the Effective Date of the Merger Tyco and N'CC 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 NCC maintain their own similar inhumation, and Tyco and NCC 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 N'CC) or is already known to Tyco or N'CC 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 NCC from third panics, or through inde pendent efforts of Tyco or NCC or their employees. If this Agreement is terminated prior to the Effective Date of the Merger, tor any reason, all data, information, files, records, and copies of docu ments. work sheets and other materials obtained by Tyco or NCC in connection with this Agreement shall be marred to Simplex. ' (b) Outstanding Options, Simplex will use iis best efforts prior to the Effective Date 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) Maintenance of Corporate Status Quo. Simplex will maintain itself at alt times as a corpo ration duty organized and existing in (he Commonwealth of Massachuetbi ar.tl duly qcndtfied or licensed to do business and in good standing as a foreign corporation authorized tn do soonest in New Hampshire. Simplex will not amend its Articles of Orrutization or By-laws except as may be tterninry 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 foe as practicable, in the ordinary anil customary conduct of its Ixismess. to the same extent and in the ame condition as said assets, properties and rights are on the date of this Agreement. Simplex wilt operate in a good and diligent manner and (i) except in the ordinary coune nf business, will nm wait? any right of substantial value or cancel any debt or claim of substantial value: and tit) except as cnntempfoied herein, will not engage in any transaction or make any cummimieiit or expenditure except a transaction, commitment nr expenditure is the ordi nary course of business. . 9 MI ' i i i :) I -s UiSCi-w^UHE O' 19 THCAROVS PACE It LIU CUAR THAN THIS STATHMNT. IT IS DUt TO POOR PHOTOGRAPHIC DUALITT OF THIS OOCUMENT. fi_ _ _ 1 ' -M 03 16/00 13:14 FAX 301 951 1374 DISCLOSURE @014 (ej So 'Distributions or' Issuances of Capital Stork. Simplex will not declare or pay any divi dends or mate any other distribution* to its sttx'khnlders, Simplex will not purchase any shares of it* capital smelt (including options to purchase Midi shares) except as contemplated liy Article 7(b) hereof, will not issue any additional shares of it* capital stock, anti will not grant any option*, warrant*, call* or make any commitments of any dtaracter relating to Simplex'* authorized anti unissued capital stock. 'fl Employee Comprnnttion at d Benefits. Xo bonus, pension, retirement, insurance. death or other fringe Iwnefits or other form or incentive or special compensation shall accrue or Ik paid or be granted to any officer or employee ut Simplex except pursuant to the plans and arrangements tlescribed in Exhibits E. I* or H hereto: praedded. fnrtivver, that simplex shall not make any contriberioo to Simplex's pension plan after the date of this Agreement except in the ordinary enurse of husnxs* and consistent with1 prior practice. Without the prior written consent of Tjcti anti XCC. which consent shall not he' uureasotvably withheld. Simplex shall not renegotiate, renew or enter any collective bar gaining agreements or employment contracts with any of it* officers and employees anti shall nix 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, nr by means of any new bonus nr pension plan or other unusual contract or commitment, increase by any substantial amount the com pensation of a:;;- "ircr." or rmplniee except a-s rvtj'lired by law nr as may Ik required by the a-ircenencs set forth in -iicli Exr.ioits iC, I-' or H. Notwithstanding the foregoing, Simplex ntav grant increases to compensation that wilt rcsliil in an aggregate increase of nut more than in compensation to its employees, other than officers and employees whose employment is governed by collective bargaining agreements. (g) Insurance. Simplex will continue in effect insurance on the assets and operations at the busi ness of Simplex comparable to that in effect on December 31.197.1. (h) Conduct of Business. Simplex will use it* best effort*, consistent with condoning tis business in accordance with its nwn business judgment, ti> presenc its business organization inner, to keep available the service* of the present employees of Simplex and to conduct Us business with suppliers, customers anti other* having business relation* with Simplex in the best interests of Simplex. fi) Capita/ Expenditures. Simplex shell one make any commitments for capital expenditures for addition* to its plants or etpiipment. except tor repairs and maintenance incurred in die ordinary course of business and except tor capital expenditures not exceeding S50.000 per hem and in nu event exceeding S275.000 in the aggregate since December il, 1973. (j) Financial Statements. Prior to live Effective Date of the -Merger. Simplex shall deliver to Tyco (i) copies of its unaudited balance sheet and related statements of income and retained earnings (with appended notes that are an integral part therein'), and <iij copies of tl.e unaudited income state ment (with-appended note* than are an integral part tliereof) for (he operations of Simplex, as at. and for the period from January 1. 1974 to. the most recent practicable date prior tn the Effective Dale of the Merger. Such financial statements, subject tti year-end adhtstnienrs, shnii Ik c-smyicte and correct iu all material re**|KCts. present fairly rinanctai cmuikioii of Simplex as as the dale oidicazed. and the results of operations fnr the peric indicated, and shall have been prepared in accordance with generally accepted accounting prittei|iles applied nn a basis consistent with that of tbe prior year. All adjustments, in the opinion of management of Simplex, necessary far a fair presentation nf the rtucTmatinn shown shall have hern included m such financial siatemcnts. (k) Approval cj Stnckhaltlers. Simplex will, as promptly a practicalile, duly convene a meeting of it* stockholder*, to Ik held prior to the Effective Date of die Merger, for the purpose of voting upon this Agreement and the merger of XCC with and tmu Simplex as contemplated by this Agreement. 10 . j^ DISCLOSURE iA/ |*TH< *OViPAQt It IHt CISAA THAN TMt* tTATtMWT. (T It OUt TO POOH PHOTOGRAPHIC QUALITY OP THI DOCUUttlT. pgrpiypr. 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 Metger 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.pKecniENT ttj Tue:0(Cicatioxs 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 sluil have been correct when made and shall be substantially accurate in all material res|tects as though made no and as 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 retju- c.' to be performed nr complied with by it prior to 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'-. i-.ng the approval by the affirmative vote of the hntders of not less than 6of the outstanding common stock of Simplex entitled to vote at the meeting of soch stockholders contemplated by Ankle 7(k) hereof. (d) Litigation. No suit, action or other proceeding shall be thteatened 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 Cosh oi Simflex. Simplex will, at the latest date prior to the Efftcti'-e Date of the Mer/c.- :t: 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 mtninnxn amount of cash shall be reduced by the amount of expenses expected to be Incurred by Simplex n connection 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 repurettaaerf 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 to the Merger. , 11 nisn n.Qi IS Kll CUAA THAN THIS ITATEMCMT, ITtt l Ii I I l i J 03 16'00 13:15 FAX 301 951 1374 DISCLOSURE @016 (h) I'aUtlitp of Transactianj. The validity nf all ir-ln.-icMons herein mentioned, as well as '.lie t form ami substance of all undertakings. uptninni, certificates and other documents lieremtde- shall lie -H satisfactory in all reasonable respects to Messrs. Goodwin. Procter & Hoar, counsel for Tvco and XCC. (i) Compliance Certificate. T.vcn and XCC shall have received a certiHcate nf the President nr a Vice President and the Secretary nr Assistant Secretary of Simplex, dated as of the F.lTective Date of the Merger, anti satisfactory in substance and form to Tyco and XCC. certifying in such detail as Tyco and XCC may reasonably request, as to lii the fulfillment nf the conditions specified in Articles TX(a) through IXfgi hereof, insofar as they relate to Simplex, anti lii) the unrulier of shares of common stock of Simplex outstanding as of the Effective Date oi the Merger. (j) Opinion / .'/.n'Vi. .Viio/Vt,./.I.out.'.t. P-tr/cy cr .KsfclttiM. Tycir. and XCC shall have been furnished with an opinion, dated (lie Effective Date nf the. Merger anil imisfactnty in form and sub stance to Tyco anti N'CC. of Messrs. Herrick, Smith. Donald. Farley 4 Ketchtun. Massachusetts counsel for Simplex, to the effect that: '' ' (i) Simplex is a corporation duly organized and existing and in good standing under the laws of Massachusetts and has die corporate power and authority to carry on its business as it is then being conducted anti to own anti operate the properties then owned and operated.by ii; 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 cmisitts nf 1.500,000 shares of Preferred Stock, par value $1.00 per share, none of which are issued and outstanding: 3.000.000 shares of Common Stock, par value Sc.GO per share. <:1 which OO'.XZJ shares are issued and outstanding as of the date of such opinion: all such issued anil outstanding shares are duly authorized, validly issued, fully paid and non-nssessahle: and such counsel knows nt 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 of this Agreement, including the consummation of the Merger and the other transactions cnncempiatel hy this Agreement, have been duly authorized by all necessary corporate action of Simplex, and this Agreement has betn duly executed and delivered by Simplex and constitutes die valid and binding obligation nf Simplex in accordance with its terms: (v) The execution and delivery by .Simplex of this Agreement, "mrfoding the consummation .of the Merger anti the other transactions contemplated bv this Agreement, have nut resulted and will not result in a breach or violation of. or lie a detank under, its Article, Orgamzari'm or By-law. or my M.i.-ac!:::-e:: stature, which to the knowledge "I such eotm.-e! applicable to Simplex or its properties, any indenture, deed of trust, loan agreement or other material agree ment or instrument known to sttcfi counsel to which Simplex is a pnnv or br which anv of its property is hound, or. in so far as is known to such counsel, rtf any order, judgment, decree, rule or regulation nf any court or any Massachusetts governmental agency or Itody luring jurisdiction over It or its properties, and no cuttsent, approval, authorization or order oi any court or govern mental agency nr body is required for the consummation by Simplex of die transactions contem plated by this Agreement texcept dial the opinions set forth in this Paragraph (v) do not pass upon fa) any contracts, agreements, or understandings which Simplex nay have with The Okonitc Company and/or f hnrga-Atpha. fnc., or lb) any Xnvv Contracts). (vi) Except as may be specified, such cnunsel tines tux know of any suit, aclinn or legal, administrative, arbitration or other proceeding or governmental investigation pending or threatened 12 3 r'kiCi/*'! aac>f TH* axove?A0X IXtax*ct.r*. n. ,T A A ! Pi 03-16/00 13:15 FAX 301 951 1374 DISCLOSURE @017 to which Simples is'?! party which mis>lic materially anti adversely affect the financial condition, properties, assets r.r the conduct oi the bu-iiirss tit Simplex. Notwithstanding any of the foregoing, such counsel will not be required *> 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, >lntcd the Infective Date of the Merger anti satisfactory s form ant! substance to Tyco and XCC. of Messrs. Mtlliank. Tweed. Hadley Jr McCIoy, special cocjuw.1 for Simplex, to the effect that: - ' (i) On the basis of the information which was developed in the entuat of the performance of the services of such special counsel in connection with the transactrom* contemplated by this Agreement anti the prxny M.itemrm uf Simplex feinting in the Merger. eiA respect to information relating to Simplex and its business, proficrties, management and scctxenv <urh special counsel have no reason to believe that such proxy statement, as of the date it oeuied to stuck!tolders of Simplex or a- of rite date of ti-r. mcctiiig i -mckiioblera of Sintptex cemveted for the purpose of voting upon this Agreement and the Merger, la) dill not comply a* an form in all material respects with the requirements of the Securities Exchange Act oi 1934. an amended. Xml the appli cable rules and regulations of the Securities and Exchange Commissicst riscrcumler or (V) con tained any untrue statement of a material fact or omitted to state any rroorrial fact required to he stated therein or necessary to make the statements therein not misleadrag tk being understood, however, that (xt >u.h counsel need nocas-mne any responsibility for tcy material event, occur rences or states oi fact relating to Simplex or its business, properties, tnaiaagemcitt or securities, or for the accuracy, completeness or fairness oi the statements contained in. cr for any omission* from, such proxy statement, except that such counsel shall affirmatively anomie that nothing ha* oime to their attentiun that would IeatI such cuuttsei m believe that an statements therein in it respect of this Agreement or tlte Mercer are unmt- sm| /v't u-h roe----* -r--d t: rxr*r:rr an opinion with respect to the financial statements of Simplex nr other lumcaal nr statistical data ? contained therein). . fii) Such counsel have acted as special counsel fur Simplex in tnimgm with die prepararion and delivery of. the Purchase Agreement tlatetl as of April 6. 1973, among ?implex. The Okonite Cumpany (''Okonite") and Omcga-Alplta. Inc. ("0-A'`. at modified by x Veter agreement effec tive as of .May 14. 1973. as amended Itv the Agreement oi Amendmene aw PurcltAse Agreement dated as of July IK. 1973 ami the Amended Purchase Agreement fthc ".af-nrled Okonite Agree ment") dated as of Xtivetn'ter 2, 1973. in each case among said [wrmn* >.<w&eetKely the 'Okuttite Agreement"!, v.-ldch ' 'kimitt Agreement provitletl for tite sale tn Okoniw by Simplex of substan tially all of its assets, business a.*d good will, with sue!) sale to be folUnuod W the dissolution and liquidation of Simplex. Such counsel also participated, no behalf of tfungk-t. in certain nf die negotiations in respert of die agreement in |trincipal dated February La. 1974 among Okonite. O-A and Simplex (the "Agreemei.t in Principle") which set forth the agreement >n principal i among said perstuts. stibirct to agreement rt[>titt ad emry into a defintowr or**ract and approvals by their respective Imards uf directors, to modify the Okonite Agreement. 5orh cmmsel lias been furnished by Simplex with copies of letters of Simplex addressed to Owoerkw and O-A notifying said persons uf the election nf Simplex to terminate the Amended OIuxodc Agteement |nirsuanl to the provision* of Paragraph !- thereof. Such couti.wl is uf die opiums aka the Okonite Agree ment lias iwrn i ::-vti-. rty cert: ioatvl by Si ttyb'C without liability on k* jsss to Okonite or O-A (it lwing understood, bowctc-r. that in giving -ncti opinion such enunsri Bax wuc made any attempt to drtrrtmre the effect of the taws uf any particular jurisdiction which *T%V* be still to apply, but las instead relied upon their understanding uf general principles uf tucrat law. particularly as in effect in Xew Yorfci. . 13 ) 03 16/00 13:L6 FAX 30L 95L 1374 DISCLOSURE 018 A (1> Aerountao.i' Lrtt.-r. At die Effertise Paie nf the >ferger, Tycri and SC(.' 'hall love received a le'tcr from Cii|rs & I.> brand. ilaicd the Effective Date <tf the Metgrr. in form anil substance -atixfactor)' to Tyco anil XCC. in the effect tliat nn the Insht of certain liniiteii procedures descrilied in With letter, hnt nut an examination m:ule in accordance with generally accepted auditing stand.ifils. nothing I'a* omte to their attention which gives tlnrnt rrn.wni lielieve that during the |*rrii*t front the date of the audited financial .intnnetiis of Simplex itirhnled in Attachnicni A t" a rfate wiffiin five days of the date of delivery, Ixi there was any eliangc in the capita. stuck nr long-term debt of Simplex or any decreases ill the net current asset* nr net assets of 'simplex, as compared with die ' amounts shown in the latest Infance sltect of.Simplex included in Attachment A. or tyt tltere were . any decreases, as compared .villi the corresponding jiertral in the precetling year.,in net sales resulting from-operations at Xeivingintt, New Hampshire nr in tint total nr per -hare ainuimts of income heiore ' extraordinary items or net income, exeqg in all instances for iltanges *ir decreases which Altacimtent A or any ^exhibits to this Agreement discloses Itave .rcurred nr may oretir. fm) Otfr. r of Simpler. At nr prior to the Effective Date of the Merger, Alfred X. T<4an shall have en-ereit into an agreement with Simplex providing for In. employment in an executive capacity on the terms set forth in Attachment II. ` ARTICLE X ' ConntTtoxs PaKCznesr To Sistrux's Osucxrto.vs . 10. The obligations of Simplex hereunder shall be subject to the .satisfaction of the following conditions, except to the extent that any such condition mar he waived by Simplex prior to the Effective Date of the Merger: (a) Representations. U'arranliet unit Agreements. The representations, warranties awl agree ments of Tyco and XCC contained herein shall have been correct when r-aile awl skill I* substantially accurate in all material re>|iects as tlxxigli itu.le on and as oi the Effective Dale of die Merger, except as aftected by transactions permitted nr cnntemphieri by this Agreement. (b) Performance of (I'.ilii/atmiu. Tyco awl XCC shall have performed awl complied with all agreements ard conditions retpiireil to he performed or osnplied well by diem |>rior to or at the Effective Date nf the Merger. (e) Authorized by Retptired Corporate Artiom of Tyro end XCC. Tliia Agreetrmt. including the ervsummation of the Merger ami tile miter tranvKiipns contempfateil bv this Agreement, shall have-been authorized bv all required corporate action by Tyco and XCC. (d) Authorized b<r Regnirett Corporate Attrun of Sin-pier. This Agceetsent. including the eonsummation of the Merger awl the miter transactions invoking Smqifex coniemplate-! by this Agreement, shall have been approved hy the affirmative vote of the holders of om less than Cstpi'i of the ouistaniling common stock of Sintjilex entitled in vise ai tile meeting of such stockholder* contemplated by Article 7(k) hereof. (<) Litigation. So juit, actum or other prtjcrtdmg shall be threatened nr pending before any court or governmental agency in which it will lie. nr it is. sought to restrain nr prohibit r.r to obtain damages nr other relief hi connection with this Agreement or die cimstimmsr m of die transactions contemplated hcrcliy. ' (f) utility of Transactions. The validity of a!i tr-.n-jetiems herritt meufiortctl. as well as the form and substance nf a'l opinions, certifii'.iirs 4i| ..'.somenis herenmler dull lw -wti.factory in ail reasonable rrsjiccts to Messrs. Militant.. Twcrl. i h'.dtey St Mrl'Jov. sjievial counsel fir Simplex, and Messrs. Herrick, Smith, DottabL Earley Is Kctchum. Massachusetts counsel fur Simplex. 14 ' .< RECEIVED TIMEMA8. 16. 12: PRINT TIMEMAR. 16. } i! 03 16/00 13:16 FAX 301 951 1374 DISCLOSURE @019 (g) Comftinore Crrufietu*. Simple* 'kill have received <i> a certificate of the President of a Vice President ind the Clerk nr Asti* taut C!< k "i Tyco. ilated as of the Effective Date n{ the Merger, and satisfactory in substance .irnt fnnn t Simplex, certifying in *nch drtnil as Simples may reasonably request, as tn the fulfillment of the condition* specified in Article. 10t.it, (In, (ct atttl (e| hereof, insofar as they relate tn Two; ami fit) a certificate nt the President or a Vice f'resiilrnt and the Clerk or an Assistant P-irk of NCC. dated a* of the Effective Dare of the Metier, and >iti,e.ur. ry in orbstance ami form to Simplex, certifying in such detaii as Simple* ntay re'sunalily request. a* tn the conditions specified in Articles 10. at, (li). (c) and fe) hereof, insofar as they relate to NCC. fh) Opinion of Courts.'/ /p Tyro o'nif XCC. Simple* sltall hasr itcert fnrt isltetl with an t.pinion, dated the Effective Date'oi the Mercer anti .ta.isfactn/y in form and substance to Simplex, of Messrs Goodwin. Procter Si Hunr, counsel for Tyco anti NCC, to the etfect 'hat: . . (i) Tyco and NCC are corporations, duly organised and existing in good standing under the laws of Massachusetts; ' (it) The >-*c utii.n, d-do.,-r- ar-l ;*v'f.irmnnce hv Tyro and NCC of this .Agreement. Incfcuding the ctmittnin'-i'f.n oi ;!;r Me'cvr u.! the . di.-r Juisittmiu ciruiemnlairtl by this Acrresncnr. lave been duly authorised by all necessary cnqxirtue action of Tyco anti NCC. re-pectiiely. and this Agrtetrspit haa been duly e*ectt.ctl and tleliveretl by Tyco and NCC and constitutes valid anti binding obligations of T> i`n and NCC. respectively, in accordance with its terms; (iii) The execution and delivery by Tyco and NCC of this Agreement, including the con summation of the Merger and the other transaction* contemplated be this Agreement, have not resulted ami wilt not. result in a breach or violation of, nr be a defank under, the Ar Scle* of Orgttniaxion or Uy-law* of Tyco or NCC. or any statute which, to the knowledge of such, counsel, is applicable to Tyco, NCC or their res(iective projierrie*. or any indenture, deed of trust, loan agreement nr other agreement or instrument known to such counsel to which Tyco or NCC is a party or by which any of tlteir repective proftertie* are bound. or. to th knowledge of such counsel, any order, judgment, decree, rule nr regulation of any cuurt or governmental agency or body having jurisdiction over Tyco. XCC or their properties: (hr) The execution, delivery and performance hv Two (nr XCCr of the Eenv Agreement have bee* duly authorized by ail necessary corporate actinn of Tyro for NCC). and the Escrow Agreement las been duly executed and delivered by Tycn for NCC) and constitutes the valid ami bindingcMtgarion of Tycn t ur NCC) in accorttance with its terms; amt ' (r) The execution amt delivery by Tyco for NCC) uf the Escrow Agreement have ttm I resulted and will not result in a breach or violation of, or be a default under, the Articles of O'-ganiiarion or Rv-taw* of Tyco -or NCC). or any statute which, to the knowledge of such counsel, is sppfw'AoJc !.i Tyco i or NCC I or its properties. t any iudetnute, deed of trust, lean sgrccmciK or instrument known tn such counsel to which Tyco for NCO is a pony or by which any of ha properties is Ivmnd, nr. to the knowledge of such counsel, any order, tudgment. decree, rule or regulation uf any enure or governmental agency or body having jurisdiction over Tyco (or NCC) or its propenics. ' With reaped to the matters of fact, such opinion may rely upon certificates of officers uf Tyco or NCC. (i) Esciw Afnt't Ctrliprotr. Simplex shall have receive*! a certificate from die Escrow Agent to the effect that, there hat been dqxisitcd with it and ti-.i; it i* iNn !-..i(i!;-ig *-i.It >u !- .un.-unr uf S22.QW.707.75 pupwnnt -tn the term* of the Escrow A,-cement frier red to m Article j.d U this Agreement. ' U DRIVED TIMEMAR. PR] r i : v i put 03 16/00 L3:17 FAX 301 951 1374 DISCLOSURE 020 -4 *KJ article \r TuMiKArinx nr RrrHrxTATinX!i. W'.isvantiks a vn Crsnr.v Aoxr.r; vents II The rev|ier(ivc rep.rr-cnr.ninpv tvnrrantie- and igrrenictU'. [ Simplex. Tvvo and XCC con tain'd in Arth.ie- 5. 6. 7 ii>l 3 liereui and in die lltict.> l>r il-divcrc! .it ihe Ettn-'ivr Onn: 'if llie M-.-tger referred to in Articles ill it ami lOlg't hereof -li.il! rvpitc nidi, and In- terminalril'and utinguijied !iy, ihe consummation of the .Merger at the Effective base of the Merger, .-utd neither simplex, Tyco nnr XCC xl.all lie under any liability wlnu-itrirr ni*h rr*j eri to an. .iu111 repre-ensario.t, warranty nr agreement, it hrim; inrenrirrl that the 'lc*Vemedy -d mi.- piirtv tor a breach nf :mv inch representation. warranty nr agreement shall lie to rlcrt ini: it. pr.x-crd tvitli the ci.n-umnniinii of the Merger if wch Itrcatli lias resulted ir a condition to -itch party' obligation, hereunder inn being satisfied; provided, lumcvcr, that any jierson wl:n -hall make a repri-'cmaiiiat nr warrant; with knowledge of its falsity shall lie liable at law #ir in ei|itiry This \r:a-!e 11 shall have n effect n| . any oilier obligation of Tyco. XCC tr Simplex in this Agreement, whether to lie performed Iieinrr nr after the Effective Date of the Merger. ART1CIE Xil TexSt fNATION* 12, Thi* Agreement may he terminates! at any time before or after approval or adoption therer-t the stockholders of Simplex notwithstanding favoraWe aetinti thereon Ip* the -ti<kfinMrrs nf Simplex. lmt nut later than the Effective Date t the .Merger: (a) Expiration of Pendtine. Ur the Hoard of Director* of any ;*r.y, *.f >he conatmnvttuvc, nf tnMerger .Jail not have taken place liy May JI. VVA and the jetny electing to icrmi tale Jiaff not Inre been the cak-e thermf; or lb; C*animmn I on/rnt. l!y the respective Boards of Directors of Simplex. Tyco and XCC agreeing to terminate thi-, Agreement; or (c) By Tyro or XCC. Ily the Heard tif Directors oi Tico *r XCC, if dir condition* -vt forth itt Article IX shall not have lieen umiilied with eir |<rrfiimieil in any maicriat rt-rjirvt art! .tub m incompliance or nonjefformance -hall not have ilcen cured or riiniinatvsl t nr liy its nature cannot lit cured or eliminated) Uy .Simplex on eir Iffeore the Effective Date id the Merger; or (d) By Simpler. Hv die Hoaril of Director- of Simplex, if die condition- set forth in Article X -hall hot have hem complied with or performed in any- material rr>|iect and -udt noncompiianre or itun|H*rfiimisnee shall not have hern cumI or eliminated tor hy its nature cannot lie cured or eliminated i hv Tyco an ! NCl." ''n or Iwfore the Effective fkue of the Merger. In the event uf icrminaii.ei lor any |any as provided ali.*e. written mtiec of termination .-hall forth with he given hy the jartv rlcvting to terminate to die other |-trriie: hrreto. Any teriuinatirm pursuant to this Article XII shall lie without lialiility on the part of any party to any other |ny. Xnthine contained in this Agreement shall lie ileenwd Ui rctpiire any party tu terminate tlti* Agreement m the t.-ent tlutt a condition precedent to it- obligations hereunder is not met. rather than t* water -uch ct-mlnhe) prcceifent and proceed with the cunsunmution id the Merger. ARTICLE XIII Guokxatiqx 1J. Tyco and XCC wir coujierate tritH Shtijilex anil Simplex will cwiperate with Tyco and XCC. ami each will use it* best effort* to .-wroniplish the transactions ctintctuplated by this Agreement. In this con- 16 DISCLOSURIE IF TMCASOVE SMI |g LESS CUAR THAN THI* STATEMENT. IT IS DUE TO f*OOR RMOTOORASHIC QUAUTY Of THIS OOCUMENT. i> - _ ., . - -. --s. r ::P ./ : <-. s -V ; .EE::E IVED TIMEMAR. 16, 12:Q6PM-; v; IN PRINT TIMEMAR, 16.112:21PM 03-16/00 13:17 FAX 301 951 1374 DISCLOSURE 021 pection. m> press rrlraso <ir ulher pnlilic announcement* related to this Agreement or the transition* contemplated hrrrhy shall lie made liy Tyco, XCC or Simplex without the prior approval of an officer of each company. ARTICLE. XIV AMENDMENT. MoOiriCATION AND St'rrLXVRXTATKlX 14. Tyco, XCC and Simplex by consent oi each of their respective Hoards of DirectX*. m..y amend. modify or supplement this Agreement in Mich manner a may he agreed ujwn by a written indrumem executed hy Tyco. XCC ami Simplex at any time hefore or after approval or ailo|xinn lliereni die stockholders of Simplex : prtmdcJ, Aswtvr. that after Simplex-. nocUmWer. have approved tlie transac tions contemplated i>y this Agreement, no .nek anicmlment. modirication or supplement shall reduce the amount of cash to which tlie 'tiwklmlalers of Simplex become entitled as of the Effective Date of the Merger upon the sum-mler by the -tocklKiUer* of Simplex of certificates representing hare* of Simplex common stock. ARTICLE XV XOTICES IS. All notices, requests, demands ami other c-ennumiation* hereunder shall he in writing and shall be deemed to have lieen duly givrn if delivered or mailed liv register'd mail, pnstage premid: (a) if to Tyco, to Joseph S. Gaziano. Chatman of the Hoard and {'resident. Tyco laboratories, [nc.. Ifi Hickory Drive. Wahliam. Massachusetts 02)34. or to aoch outer person as Tyco may have furnished in writing; or (b) if to XCC. to Joseph S. Gaziann. Chairman nt the Brttrtl anti President. Xeirington Cable Co.. Inc., c/o Tyco Laboratories. Inc., lb Hickory Drive. Waltham. Massachusetts 02134. or to such other person as XCC may have furnished in writing: nr (c) if to Simplex. Alfretl X. ToLo. I'reridrnt. P. O. Ilnx 470. Portsmouth. Xewingtrm. Xew Hampshire OJHOI, or to such other jicrxm as Simp(?x nay have furnished in writing. Copies of all such notices shall lie furnished to the respective counsels. . ARTICLE XVI UlXtLUXIH't If- This Agreement embodies the entire agreement and understanding between Tyco, XCC and Simplex *vith respect to the subject mt:ei isr-d. Xeither (his Agreement* nor any term or provision hereof may be changed. waived. discharged or terminated orally, hut only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or terminaiion is sought. This Agreement shall tut lie assignable by any party without the prior written consent of the other parties. Except as expressly provided herein, nothing in diis Agreement is intended to 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. Tlie findings iti this Agreement are for convenience of reference onty and shall not limit or otherwise affect any of the term* or provisions liereuf. This Agreement may be executed in several counterpart*, each of which shall he an original, but all of which :>.-g^hcr dull constitute one and the same instrument. 1st WtTXCSs IVtmtar, the corporate parties hereto, pursuant to authority given he their respective Hoards of Diicctors. have caused this Agreement to be rntrred into and signed in their respective coisorale 17 DISCLOSURE^ IP THE ABOVE PMC IS t*M CUAR THAN. THIS STATCMCNT. IT IS BUS TO POOR PHOTOGRAPHIC O0AUTY OF THIS DOCUMENT. 03/16/00 13:18 FAX 301 951 1374 DISCLOSURE @022 nanwa hy their resjiecrive authorized officer* an) their respective corporate seal* to lie hereunto affixed, and to I* attested hy their re.-pvetive Cleric* or Assistant Cleric*, all as of die day and ,vt-ar first nlmve written. " Simplex Wwe and Cable Company Attest: Roairr S. O'Haia, Jt. Auiilattl CU-'- (Cnrporate Seal I By ' ALnto N. Tolas Ax rare X. Tolas, Prnikenl Alpheo \\ Tolas Ainu -V. Tolan. Trtamrtr a ' ** Attest: T. Kenwood Mcuau Jn. Clerk (Corporate Seal) Tyco Lasokatoriu, Ivc. By Joseph S. Gaziano Jaunt S-ijAttAXC. Peeriieat Howaks A. Hcll. HiiWau A. Hull. Tetaerrer Attest: T. Kr.xwooo Mt LLAat J, Clerk (Corporal* Seal) I i Kewixgtdx Caile Co.. Inc. By Josipn S. Gaziano Jaunt S.CxiiAao.PtetUem UnWAap A. Hcll ' Hmnuo A. Htn-t. Treuntrtr 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 obtigationi of or claims against oilier melioration* <* association*, and while the owner thereof to exercise all the rights, powers and privilege* of ownership including the right to vote thereon and of acquirirg, holding and disposing of its own shares of stock of any class. In connection with the foregoing the cnrporaiion sitall exercise all powers now or hereafter conferred upon business corporations by the Gmnnnpwealth of Massachusetts. . ......... , . . =y;i: ' - 1 ***** - ' ' . / Tl"; ve'trx *'%i, - ", ,yr < T ' *j 'vr.' %> *77*1. y'tfSJ"} * ` - 19 - * DISCLOSURE Aaove PAQC IS USS CUM TMAM-THtt*TATSM*T. IT IS OOC TO POOH PMOTOaiM^liC OUAl^y,;pf^TO^^^WC|IT. 03 16/00 L3:19 FAX 301 951 1374 TYCO INTERNATIONAL US INC- 10-K 1 DISCLOSURE @024 Filing Date: 06/30/97 (MARK 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. 0306/0013: 19 FAX 301 951 1374 DISCLOSURE 025 TYCO L TERNA TIONAL US INC IO-K Filing Date: 06/30/97 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 6 8 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 D TERNATIONAL US LHC - 10-K Filing 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 3ides 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.