SC 14D9/A 1 dsc14d9a.txt AMENDMENT NO. 1 TO SCHEDLE 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. 2) ______________ 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 One Liberty Plaza Christy & Viener New York, NY 10006 620 Fifth Avenue (212) 225-2000 New York, NY 10020 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ This Amendment No. 2 (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 ("SEC") on August 23, 2001, as amended by Amendment No. 1 thereto filed with the SEC on September 4, 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 8. Additional Information. On September 11, 2001, the Company disseminated a press release, a copy of which is incorporated by reference as Exhibit (a)(5) hereto. Item 9. Exhibits Exhibit (a)(1)(iii) "*" is deleted and is replaced with "(incorporated by reference to Exhibit 99.7 to the Tyco S-4)." Exhibit (a)(5) Press Release of Sensormatic Electronics Corporation, issued on September 11, 2001. Annex B Page B-11 of Annex B of the Schedule 14D-9 is hereby amended and supplemented as follows: . In the column "Amount and Nature of Beneficial Ownership" for Ronald G. Assaf, "697,433(2)" is deleted and is replaced with "1,500,537(2)" and in the column "Percent of Common Stock" for Ronald G. Assaf, "*" is deleted and is replaced with "1.85%." . In the column "Amount and Nature of Beneficial Ownership" for all directors and executive officers as a group, "2,733,743(15)" is deleted and is replaced with "3,536,847(15)" and in the column "Percent of Common Stock" for all directors and executive officers as a group, "3.36%" is deleted and is replaced with "4.30%". . Footnote (2) is deleted and is revised to read in its entirety as follows: "(2) Includes 407,000 shares issuable upon exercise of options. Also includes 49,247 shares held for Mr. Assaf's account under the Employee Stock Ownership Plan (the "ESOP") at June 30, 2001, over which Mr. Assaf has sole voting power, 22,104 shares held by Mrs. Assaf, and 141,000 shares, and 775,000 shares issuable upon exercise of 2 options, held by trusts for the benefit of Mr. Assaf's children, over which Mr. Assaf does not have voting or dispositive power. Page B-12 of Annex B of the Schedule 14D-9 is hereby amended and supplemented to revise footnote (15) to read in its entirety as follows: "(15) Includes 51,547 shares held for certain directors and executive offices under the ESOP at June 30, 2001, over which the respective directors and officers have sole voting power, and 2,347,980 shares issuable upon exercise of options." 3 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 13, 2001 4