SC 14D9/A 1 sens14d9a_8-30.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) -------------- Sensormatic Electronics Corporation (Name of Subject Company) Sensormatic Electronics Corporation (Name of Person(s) Filing Statement) -------------- Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 817265101 (CUSIP Number of Class of Securities) -------------- Walter A. Engdahl, Esq. Corporate Vice President, General Counsel and Secretary Sensormatic Electronics Corporation 951 Yamato Road Boca Raton, Florida (561) 989-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of Person(s) Filing Statement) -------------- With copies to: Victor I. Lewkow, Esq. Jerome M. LeWine, Esq. Cleary, Gottlieb, Steen & Hamilton Salans, Hertzfeld, Heilbronn, One Liberty Plaza Christy & Viener New York, NY 10006 620 Fifth Avenue (212) 225-2000 New York, NY 10020 (212) 632-5500 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ This Amendment No. 1 (this "Amendment") amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented, the "Schedule 14D-9") initially filed with the Securities and Exchange Commission on August 23, 2001 by Sensormatic Electronics Corporation, a Delaware corporation (the "Company"), relating to the offer by Tyco Acquisition Corp. XXIV (NV), a Nevada corporation ("Acquiror") and wholly owned subsidiary of Tyco International Ltd., a Bermuda company ("Tyco"), to exchange each outstanding share of the common stock of the Company, par value $0.01 per share, for a fraction of a share of common stock, par value $0.20 per share, of Tyco upon the terms and subject to the conditions set forth in the Offer. This Schedule 14D-9 is being filed on behalf of the Company. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. Item 3. Past Contacts, Transactions, Negotiations and Agreements On August 31, 2001 the Company and Acquiror entered into Amendment No. 1 to the Merger Agreement, acknowledged by Tyco, a copy of which is incorporated by reference as Exhibit (e)(1)(i) hereto. Item 8. Additional Information Paragraph 5 of Item 8 is hereby amended and supplemented to state "On August 29, 2001, Tyco filed a formal notification on Form CO with the Commission." Item 9. Exhibits Exhibit (e)(1)(i) Amendment No. 1, dated as of August 23, 2001, to the Agreement and Plan of Merger, dated as of August 3, 2001, between Tyco Acquisition Corp. XXIV (NV) and Sensormatic Electronics Corporation, including a Guarantee of Tyco International Ltd. and acknowledgement by Tyco. SIGNATURE After due 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. Sensormatic Electronics Corporation By: /s/ Walter A. Engdahl ------------------------------- Name: Walter A. Engdahl Title: Corporate Vice President--General Counsel & Secretary Dated: September 4, 2001