SC 14D9/A 1 dsc14d9a.txt AMENDMENT NO. 4 TO SCHEDULE 14D-9 ================================================================================ 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. 4) -------------- 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 33431-0700 (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 Citigroup Center, 38th floor Christy & Viener 153 East 53rd Street 620 Fifth Avenue New York, NY 10022-4611 New York, NY 10020 (212) 572-5353 (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. 4 (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 (the "SEC") on August 23, 2001, as amended by Amendment No. 1 filed with the SEC on September 4, 2001, by Amendment No. 2 filed with the SEC on September 13, 2001 and by Amendment No. 3 filed with the SEC on September 26, 2001, by Sensormatic Electronics Corporation, a Delaware corporation (the "Company"), relating to the offer by Tyco Acquisition Corp. XXIV (NV), a Nevada corporation 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 8. Additional Information. On October 11, 2001, the Company disseminated a press release, a copy of which is attached and is incorporated by reference as Exhibit (a)(5)(i) hereto. On October 11, 2001, the Company reconstituted its board of directors pursuant to the Merger Agreement. All previous members of the Sensormatic board of directors resigned, with the exception of Ronald G. Assaf and John T. Ray, Jr. In addition, the following designees of Tyco were appointed to the Sensormatic board of directors: L. Dennis Kozlowski, Mark H. Swartz, Mark A. Belnick, Jerry R. Boggess, Jeffrey D. Mattfolk, M. Brian Moroze and Michael Robinson. Item 9. Exhibits Exhibit(a)(5)(i) Joint Press Release of Tyco International Ltd. and Sensormatic Electronics Corporation, issued on October 11, 2001. 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/ GREGORY C. THOMPSON ---------------------------- Name: Gregory C. Thompson Title: Senior Vice President and Chief Financial Officer Dated: October 11, 2001 3