-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KKkVcaD/nqTus85MXXJWxWEh0NvytW6QxFdv1T5804wLo4RRpKIN25DSz8OZ+A1e rlurG88tarznlHbehv0hcQ== 0000888002-02-000160.txt : 20020414 0000888002-02-000160.hdr.sgml : 20020414 ACCESSION NUMBER: 0000888002-02-000160 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020212 GROUP MEMBERS: ALLIANCE CAPITAL MANAGEMENT L.P. GROUP MEMBERS: AXA GROUP MEMBERS: AXA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: AXA CONSEIL VIE ASSURANCE MUTUELLE GROUP MEMBERS: AXA COURTAGE ASSURANCE MUTUELLE GROUP MEMBERS: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40210 FILM NUMBER: 02535980 BUSINESS ADDRESS: STREET 1: 90 PITTS BAY ROAD STREET 2: THE ZURICH CENTRE SECOND FLOOR CITY: PEMROKE HM 08 BERMU STATE: D0 BUSINESS PHONE: 4412928674 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL (US) INC STREET 2: ONE TYCO PARK CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 SC 13G/A 1 tyc_g.txt Page 1 of 13 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities exchange Act of 1934 (AMENDMENT NO.4)* TYCO INTL LTD NEW ----------------------------------------------------- (NAME OF ISSUER) COM ----------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 902124106 ----------------------------------------------------- (CUSIP NUMBER) December 31, 2001 ----------------------------------------------------- (Date of event which requires filing of this Statement) NOTE: A MAJORITY OF THE SHARES REPORTED IN THIS SCHEDULE 13G ARE HELD BY UNAFFILIATED THIRD-PARTY CLIENT ACCOUNTS MANAGED BY ALLIANCE CAPITAL MANAGEMENT L.P., AS INVESTMENT ADVISER. (ALLIANCE CAPITAL MANAGEMENT L.P. IS A MAJORITY-OWNED SUBSIDIARY OF AXA FINANCIAL, INC.) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 ('Act') or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (CONTINUED ON FOLLOWING PAGE(S)) CUSIP NO. 902124106 13G Page 2 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances I.A.R.D. Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 54,730,227 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 27,089,802 December 31, 2001 BY EACH 7. SOLE DISPOSITIVE POWER 116,581,703 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 247,917 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 116,829,620 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 902124106 13G Page 3 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances Vie Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 54,730,227 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 27,089,802 December 31, 2001 BY EACH 7. SOLE DISPOSITIVE POWER 116,581,703 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 247,917 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 116,829,620 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 902124106 13G Page 4 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Conseil Vie Assurance Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 54,730,227 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 27,089,802 December 31, 2001 BY EACH 7. SOLE DISPOSITIVE POWER 116,581,703 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 247,917 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 116,829,620 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 902124106 13G Page 5 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Courtage Assurance Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 54,730,227 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 27,089,802 December 31, 2001 BY EACH 7. SOLE DISPOSITIVE POWER 116,581,703 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 247,917 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 116,829,620 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 902124106 13G Page 6 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 54,730,227 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 27,089,802 December 31, 2001 BY EACH 7. SOLE DISPOSITIVE POWER 116,581,703 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 247,917 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 116,829,620 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 902124106 13G Page 7 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Financial, Inc. 13-3623351 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES 5. SOLE VOTING POWER 50,928,674 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 27,089,802 December 31, 2001 BY EACH 7. SOLE DISPOSITIVE POWER 112,792,550 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 129,417 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 112,921,967 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.7% 12. TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! 13G Page 8 of 13 Pages Item 1(a) Name of Issuer: TYCO INTL LTD NEW Item 1(b) Address of Issuer's Principal Executive Offices: 90 Pitts Bay Road Hamilton, Pembroke, HM 08 Item 2(a) and (b) Name of Person Filing and Address of Principal Business Office: AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, and AXA Assurances Vie Mutuelle, 370, rue Saint Honore 75001 Paris, France AXA Courtage Assurance Mutuelle 26, rue Louis le Grand 75002 Paris, France as a group (collectively, the 'Mutuelles AXA'). AXA 25, avenue Matignon 75008 Paris, France AXA Financial, Inc. 1290 Avenue of the Americas New York, New York 10104 (Please contact Patrick Meehan at (212) 314-5644 with any questions.) 13G Page 9 of 13 Pages Item 2(c) Citizenship: Mutuelles AXA and AXA - France AXA Financial, Inc. - Delaware Item 2(d) Title of Class of Securities: COM Item 2(e) Cusip Number: 902124106 Item 3. Type of Reporting Person: AXA Financial, Inc. as a parent holding company, in accordance with 240.13d-1(b)(ii)(G). The Mutuelles AXA, as a group, acting as a parent holding company. AXA as a parent holding company. 13G Page 10 of 13 Pages Item 4. Ownership as of December 31, 2001 (a) Amount Beneficially Owned: 116,829,620 shares of common stock beneficially owned including:
No. of Shares --------------------- The Mutuelles AXA, as a group 0 AXA 30,000 AXA Entity or Entities acquired solely for investment purposes: Common Stock AXA Investment Managers Paris (France) 909,750 AXA Investment Managers Hong Kong Ltd. 131,310 AXA Investment Managers UK Ltd 2,631,003 AXA Investment Managers Den Haag 87,090 AXA Rosenberg Investment Management LLC 118,500 AXA Financial, Inc. 0 Subsidiaries: Alliance Capital Management L.P. acquired solely for investment purposes on behalf of client discretionary investment advisory accounts: Common Stock 113,192,054 Shares which may be acquired/(disposed of) -1,486,100 upon exercise of options 111,705,954 The Equitable Life Assurance Society of the United States acquired solely for investment purposes: Common Stock 1,291,013 Shares which may be acquired/(disposed of) -75,000 upon exercise of options 1,216,013 ------------- Total 116,829,620 ============= Each of the Mutuelles AXA, as a group, and AXA expressly declares that the filing of this Schedule 13G shall not be construed as an admission that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G. Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent decisions. (b) Percent of Class: 5.9% =============
Page 11 of 13 Pages ITEM 4. Ownership as of December 31, 2001 (CONT.) (c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv) Deemed Deemed Deemed Deemed to have to have to have to have Sole Power Shared Power Sole Power Shared Power to Vote to Vote to Dispose to Dispose or to or to or to or to Direct Direct Direct the Direct the the Vote the Vote Disposition Disposition ------------ ------------ ------------ ------------ The Mutuelles AXA, as a group 0 0 0 0 AXA 30,000 0 30,000 0 AXA Entity or Entities: AXA Investment 909,750 0 909,750 0 Managers Paris (France) AXA Investment 131,310 0 131,310 0 Managers Hong Kong Ltd. AXA Investment 2,631,003 0 2,631,003 0 Managers UK Ltd AXA Investment 87,090 0 87,090 0 Managers Den Haag AXA Rosenberg 12,400 0 0 118,500 Investment Management LLC AXA Financial, Inc. 0 0 0 0 Subsidiaries: - ------------ Alliance Capital 50,742,074 27,089,802 111,576,537 129,417 Management L.P. The Equitable Life 186,600 0 1,216,013 0 Assurance Society of the United States ------------ ------------ ------------ ------------ 54,730,227 27,089,802 116,581,703 247,917 ============ ============ ============ ============ Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent voting and investment decisions.
Page 12 of 13 Pages Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ( ) Item 6. Ownership of More than Five Percent on behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reporting on by the Parent Holding Company: This Schedule 13G is being filed by AXA Financial, Inc.; AXA, which owns AXA Financial, Inc.; and the Mutuelles AXA, which as a group control AXA: (X) in the Mutuelles AXAs' capacity, as a group, acting as a parent holding company with respect to the holdings of the following AXA entity or entities: (X) in AXA's capacity as a parent holding company with respect to the holdings of the following AXA entity or entities: AXA Investment Managers Paris (France) AXA Investment Managers Hong Kong Ltd. AXA Investment Managers UK Ltd AXA Investment Managers Den Haag AXA Rosenberg Investment Management LLC (X) in AXA Financial, Inc.'s capacity as a parent holding company with respect to the holdings of the following subsidiaries: (X) Alliance Capital Management L.P. (13-3434400), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (X) The Equitable Life Assurance Society of the United States (13-5570651), an insurance company and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Page 13 of 13 Pages Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 11, 2002 AXA FINANCIAL, INC.* /s/ Alvin H. Fenichel Alvin H. Fenichel Senior Vice President and Controller *Pursuant to the Joint Filing Agreement with respect to Schedule 13G attached hereto as Exhibit I, among AXA Financial, Inc., AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, and AXA, this statement Schedule 13G is filed on behalf of each of them. EX-24 4 tyc_e.txt JOINT FILING AGREEMENT EXHIBIT I JOINT FILING AGREEMENT ---------------------- Each of the undersigned hereby agrees that the Schedule 13G filed herewith is filed jointly, pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended on behalf of each of them. Dated: February 11, 2002 AXA Financial, Inc. BY: /s/ Alvin H. Fenichel ----------------------------------------- Alvin H. Fenichel Senior Vice President and Controller AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle; AXA Conseil Vie Assurance Mutuelle; AXA Courtage Assurance Mutuelle, as a group, and AXA Signed on behalf of each of the above entities BY: /s/ Alvin H. Fenichel ----------------------------------------- Alvin H. Fenichel Attorney-in-Fact (Executed pursuant to Powers of Attorney) -----END PRIVACY-ENHANCED MESSAGE-----