<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18 2000
                                        REGISTRATION NOS. 333-     AND 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-3

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933
                            ------------------------

<TABLE>
<S>                                                           <C>
                  TYCO INTERNATIONAL LTD.                                    TYCO INTERNATIONAL GROUP S.A.
   (Exact name of registrant as specified in its charter)        (Exact name of registrant as specified in its charter)
                          BERMUDA                                                      LUXEMBOURG
                (State or other jurisdiction                                  (State or other jurisdiction
             of incorporation or organization)                             of incorporation or organization)
                       NOT APPLICABLE                                                NOT APPLICABLE
             (IRS Employer Identification No.)                             (IRS Employer Identification No.)
              THE ZURICH CENTRE, SECOND FLOOR                                    6, AVENUE EMILE REUTER
                     90 PITTS BAY ROAD                                                SECOND FLOOR
                  PEMBROKE HM 08, BERMUDA                                          L-2420 LUXEMBOURG
                      (441) 292-8674*                                               (352) 46-43-40-1
    (Address, including zip code, and telephone number,           (Address, including zip code, and telephone number,
  including area code, of registrant's principal executive      including area code, of registrant's principal executive
                          offices)                                                      offices)
</TABLE>

                            ------------------------
                                 MARK H. SWARTZ
                        C/O TYCO INTERNATIONAL (US) INC.
                                 ONE TYCO PARK
                          EXETER, NEW HAMPSHIRE 03833
                                 (603) 778-9700
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

(*)Tyco International Ltd. maintains its registered and principal executive
offices at The Zurich Centre, Second Floor, 90 Pitts Bay Road Pembroke HM 08,
Bermuda. The executive offices of Tyco's principal United States subsidiaries
are located at One Tyco Park, Exeter, New Hampshire 03833. The telephone number
there is (603) 778-9700.
                       ----------------------------------

<TABLE>
<S>                                                           <C>
                                                        COPIES TO:
                                                                                   FATI SADEGHI, ESQ.
                  MEREDITH B. CROSS, ESQ.                                       SENIOR CORPORATE COUNSEL
                 WILMER, CUTLER & PICKERING                                 C/O TYCO INTERNATIONAL (US) INC.
                    2445 M STREET, N.W.                                              ONE TYCO PARK
                   WASHINGTON, D.C. 20037                                     EXETER, NEW HAMPSHIRE 03833
                       (202) 663-6000                                                (603) 778-9700
</TABLE>

                       ----------------------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

    If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
/ /

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
                       ----------------------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM         AMOUNT OF
          TITLE OF EACH CLASS OF                  AMOUNT TO           OFFERING PRICE          AGGREGATE          REGISTRATION
       SECURITIES TO BE REGISTERED              BE REGISTERED          PER UNIT (1)      OFFERING PRICE (1)           FEE
<S>                                         <C>                     <C>                  <C>                  <C>
Debt Securities of Tyco International
  Group S.A.(2)...........................  U.S.$3,500,000,000(2)          100%          U.S.$3,500,000,000     U.S.$924,000(3)
Guarantees of Tyco International Ltd......           N/A                    (4)                  (4)                  (5)
Common Shares of Tyco International Ltd.,
  nominal value U.S.$0.20 per share.......           (6)                  N/A(6)               N/A(6)                 (7)
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and
    exclusive of accrued interest, if any.
(2) The aggregate principal amount of the debt securities to be issued may be
    increased, if any debt securities are issued at an original issue discount,
    by an amount such that the net proceeds to be received by Tyco International
    Group S.A. shall be equal to the above amount to be registered. Any offering
    of debt securities denominated other than in U.S. dollars will be treated as
    the equivalent in U.S. dollars based on the exchange rate applicable to the
    purchase of such debt securities from Tyco International Group S.A.
(3) The amount of registration fee, calculated in accordance with Section 6(b)
    of the Securities Act of 1933, as amended, and Rule 457(o) promulgated
    thereunder, is .000264 of the maximum aggregate offering price at which the
    debt securities registered pursuant to this Registration Statement are
    proposed to be offered.
(4) No separate consideration will be received for the guarantees.
(5) Under Rule 457(n), no fee is payable with respect to the guarantees.
(6) An indeterminable number of common shares of Tyco International Ltd. which
    may from time to time be issued upon conversion or exchange of Tyco
    International Group S.A. debt securities registered hereunder, to the extent
    any of such debt securities are by their terms convertible into or
    exchangeable for such common shares, are registered hereunder.
(7) Under Rule 457(i), no fee is payable with respect to such common shares.
                       ----------------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
                  SUBJECT TO COMPLETION, DATED AUGUST 18, 2000

PROSPECTUS

                                 $3,500,000,000

                                ----------------

                         TYCO INTERNATIONAL GROUP S.A.

                                ---------------

                                DEBT SECURITIES

                             ---------------------

                    Fully and Unconditionally Guaranteed by

                                     [LOGO]

    Tyco International Group S.A. (the "Company") may offer from time to time
unsecured debt securities.

    The debt securities are unsecured obligations of the Company, which may be
either senior or subordinated. The debt securities are fully and unconditionally
guaranteed on an unsecured basis by Tyco International Ltd. ("Tyco"), the
Company's corporate parent. Tyco's guarantee may be either senior or
subordinate.

    Specific terms of the debt securities will be fully described in the
prospectus supplement that will accompany this prospectus. Please read both the
prospectus supplement and this prospectus carefully before you invest.

    This prospectus may not be used to sell debt securities unless accompanied
by a prospectus supplement.

                            ------------------------

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION NOR THE REGISTRAR OF COMPANIES OR THE BERMUDA MONETARY AUTHORITY IN
BERMUDA HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                            ------------------------

               The date of this Prospectus is             , 2000
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Where You Can Find More Information.........................      ii
Forward Looking Information.................................     iii
Tyco........................................................       1
The Company.................................................       1
Use of Proceeds.............................................       1
Ratio of Earnings to Fixed Charges of Tyco..................       2
Description of the Debt Securities and the Guarantees.......       3
Description of the Common Shares............................      22
Enforcement of Civil Liabilities............................      25
Plan of Distribution........................................      25
Legal Matters...............................................      26
Experts.....................................................      27
</TABLE>

                            ------------------------

    THE BERMUDA STOCK EXCHANGE TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS
DOCUMENT, MAKES NO REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS AND
EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM
OR IN RELIANCE UPON ANY PART OF THE CONTENTS OF THIS DOCUMENT.

                                       i
<PAGE>
                      WHERE YOU CAN FIND MORE INFORMATION

    In connection with this offering of debt securities, the Company and Tyco
have filed with the United States Securities and Exchange Commission a
registration statement under the United States Securities Act of 1933 relating
to the debt securities. As permitted by SEC rules, this document omits certain
information included in the registration statement. For a more complete
understanding of the debt securities and this offering, you should refer to the
registration statement, including its exhibits.

    Tyco also files annual, quarterly and current reports, proxy statements and
other information with the SEC. Tyco's filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document filed by Tyco or the Company with the SEC at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Tyco's common shares are listed on the New York Stock Exchange,
as well as on the London and Bermuda Stock Exchanges. You can obtain information
about Tyco from the New York Stock Exchange at 20 Broad Street, New York, New
York 10005.

    The SEC allows the Company and Tyco to "incorporate by reference"
information in documents filed with the SEC, which means that they can disclose
important information to you by referring you to those documents. These
incorporated documents contain important business and financial information
about the Company and Tyco that is not included in or delivered with this
document. The information incorporated by reference is considered to be part of
this document, and later information filed with the SEC may update and supersede
this information. The Company and Tyco incorporate by reference the documents
listed below and any future filings made with the SEC under Section 13(a),
13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934 prior to
the end of the offering of debt securities under this document.

1.  Tyco's Annual Report on Forms 10-K and 10-K/A for the fiscal year ended
    September 30, 1999.

2.  Tyco's Quarterly Reports on Forms 10-Q and 10-Q/A for the quarters ended
    December 31, 1999, March 31, 2000 and June 30, 2000.

3.  Tyco's Current Reports on Form 8-K filed on December 9, 1999, December 10,
    1999, January 20, 2000 and July 14, 2000.

4.  The description of Tyco's common shares as set forth in Tyco's Registration
    Statement on Form 8-A/A filed on March 1, 1999.

    You may request a copy of these filings at no cost, by writing or calling
Tyco at the following address or telephone number:

    Tyco International Ltd.
    The Zurich Centre, Second Floor
    90 Pitts Bay Road
    Pembroke HM 08, Bermuda
    (441) 292-8674

    Exhibits to the documents will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this document.

    YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT. NEITHER THE COMPANY NOR TYCO HAS AUTHORIZED ANYONE
ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THIS DOCUMENT.

    References to "$" in this prospectus are to United States dollars.

                                       ii
<PAGE>
                          FORWARD LOOKING INFORMATION

    Certain statements contained or incorporated by reference in this document
are "forward looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. All forward looking statements involve
risks and uncertainties. In particular, any statement contained in this document
or any document incorporated by reference in this document regarding the
consummation and benefits of future acquisitions, as well as expectations with
respect to future sales, operating efficiencies and product expansion, are
subject to known and unknown risks, uncertainties and contingencies, many of
which are beyond the control of the Company and Tyco, which may cause actual
results, performance or achievements to differ materially from anticipated
results, performances or achievements. Factors that might affect such forward
looking statements include, among other things:

    - overall economic and business conditions;

    - the demand for Tyco's goods and services;

    - competitive factors in the industries in which the Company and Tyco
      compete;

    - changes in government regulation;

    - changes in tax requirements, including tax rate changes, new tax laws and
      revised tax law interpretations;

    - results of litigation;

    - interest rate fluctuations, foreign currency rate fluctuations and other
      capital market conditions;

    - economic and political conditions in international markets, including
      governmental changes and restrictions on the ability to transfer capital
      across borders;

    - the ability to achieve anticipated synergies and other costs savings in
      connection with acquisitions;

    - the timing, impact and other uncertainties of future acquisitions; and

    - the timing of construction and the successful operation of the TyCom
      Global Network-TM-.

                                      iii
<PAGE>
                                      TYCO

    Tyco is a diversified manufacturing and service company that, through its
subsidiaries:

    - designs, manufactures and distributes electrical and electronic components
      and designs, manufactures, installs and services undersea cable
      communication systems;

    - designs, manufactures and distributes disposable medical supplies and
      other specialty products, and conducts auto redistribution services;

    - designs, manufactures, installs and services fire detection and
      suppression systems and installs, monitors and maintains electronic
      security systems; and

    - designs, manufactures and distributes flow control products.

    Tyco's strategy is to be the low-cost, high-quality producer and provider in
each of its markets. It promotes its leadership position by investing in
existing businesses, developing new markets and acquiring complementary
businesses and products. Combining the strengths of its existing operations and
its business acquisitions, Tyco seeks to enhance shareholder value through
increased earnings per share and strong cash flows.

    Tyco reviews acquisition opportunities in the ordinary course of its
business, some of which may be material and some of which are currently under
investigation, discussion or negotiation. There can be no assurance that any of
such acquisitions will be consummated.

    Tyco is a Bermuda company whose registered and principal executive offices
are located at The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM
08, Bermuda, and its telephone number is (441) 292-8674. The executive offices
of Tyco's principal United States subsidiaries are located at One Tyco Park,
Exeter, New Hampshire 03833. The telephone number there is (603) 778-9700.

                                  THE COMPANY

    Tyco International Group S.A., a Luxembourg company, was formed on
March 30, 1998, as a wholly-owned subsidiary of Tyco. The registered and
principal offices of the Company are located at 6, avenue Emile Reuter, Second
Floor, L-2420 Luxembourg, and its telephone number is (352) 46-43-40-1. The
Company is a holding company whose only business is to own indirectly a
substantial portion of the operating subsidiaries of Tyco. Otherwise, it
conducts no independent operations.

                                USE OF PROCEEDS

    Unless otherwise specified in the applicable prospectus supplement, the
Company intends to use the net proceeds from the sale of the debt securities to
refinance, in part, existing indebtedness, to finance recently announced
acquisitions and for general corporate purposes. Funds not required immediately
for these purposes may be invested temporarily in short-term marketable
securities.

                                       1
<PAGE>
                   RATIO OF EARNINGS TO FIXED CHARGES OF TYCO

    The following table sets forth the ratio of earnings to fixed charges of
Tyco for the nine months ended June 30, 2000, the years ended September 30, 1999
and 1998, the nine-month transition period ended September 30, 1997 and the
years ended December 31, 1996 and 1995.

<TABLE>
<CAPTION>
                                             NINE MONTHS                          NINE MONTHS
                                                ENDED          YEAR ENDED            ENDED           YEAR ENDED
                                              JUNE 30,        SEPTEMBER 30,      SEPTEMBER 30,      DECEMBER 31,
                                             -----------   -------------------   -------------   -------------------
                                                2000         1999       1998        1997(4)        1996       1995
                                             -----------   --------   --------   -------------   --------   --------
<S>                                          <C>           <C>        <C>        <C>             <C>        <C>
Ratio of earnings to fixed charges
  (1)(2)(3)...............................      5.89         3.53       5.07          1.00         2.54       4.68
</TABLE>

------------------------

(1) For purposes of determining the ratio of earnings to fixed charges, earnings
    consist of income (loss) before income taxes, extraordinary items,
    cumulative effect of accounting changes and fixed charges. Fixed charges
    consist of interest on indebtedness, amortization of debt expenses and
    one-third of rent expense which is deemed representative of an interest
    factor.

(2) On July 2, 1997, Tyco, formerly called ADT Limited, merged with Tyco
    International Ltd., a Massachusetts corporation ("Former Tyco"). On
    April 2, 1999, October 1, 1998, August 29, 1997 and August 27, 1997, Tyco
    consummated mergers with AMP Incorporated, United States Surgical
    Corporation, Keystone International, Inc. and Inbrand Corporation,
    respectively. Each of the five merger transactions qualifies for the pooling
    of interests method of accounting. As such, the ratios of earnings to fixed
    charges presented above include the effect of the mergers, except that the
    calculation presented above for periods prior to January 1, 1997 does not
    include Inbrand due to immateriality.

    Prior to their respective mergers, AMP, US Surgical, Keystone, and ADT had
    December 31 year ends and Former Tyco had a June 30 fiscal year end. The
    historical results upon which the ratios are based have been combined using
    a December 31 year end for AMP, US Surgical, Keystone, ADT and Former Tyco
    for the year ended December 31, 1996. For 1995, the ratio of earnings to
    fixed charges reflects the combination of AMP, US Surgical, Keystone and ADT
    with a December 31 year end and Former Tyco with a June 30 fiscal year end.

(3) Earnings for the nine months ended June 30, 2000, the years ended
    September 30, 1999 and 1998, the nine months ended September 30, 1997 and
    the years ended December 31, 1996 and 1995 include merger, restructuring and
    other non-recurring (credits) charges of $(81.3) million (of which $1.0
    million is included in cost of sales), $1,035.2 million (of which
    $106.4 million is included in cost of sales), $256.9 million,
    $947.9 million, $344.1 million and $97.1 million, respectively. Earnings
    also include charges for the impairment of long-lived assets of $99.0
    million, $507.5 million, $148.4 million, $744.7 million and $8.2 million in
    the nine months ended June 30, 2000, the year ended September 30, 1999, the
    nine months ended September 30, 1997 and the years ended December 31, 1996
    and 1995, respectively. The 1997 period also includes a write-off of
    purchased in-process research and development of $361.0 million. The 1995
    period also includes a net loss on the disposal of businesses of $34.4
    million.

    On a pro forma basis, the ratio of earnings to fixed charges excluding
    merger, restructuring and other non-recurring (credits) charges, charges for
    the impairment of long-lived assets, the write-off of purchased in-process
    research and development and the net loss on the disposal of businesses
    would have been 5.91x, 5.82x, 5.68x, 6.81x, 5.76x and 5.09x for the nine
    months ended June 30, 2000, the years ended September 30, 1999 and 1998, the
    nine months ended September 30, 1997 and the years ended December 31, 1996
    and 1995, respectively.

(4) In September 1997, Tyco changed its fiscal year end from December 31 to
    September 30. Accordingly, the nine-month transition period ended
    September 30, 1997 is presented.

                                       2
<PAGE>
             DESCRIPTION OF THE DEBT SECURITIES AND THE GUARANTEES

    The debt securities will be either senior debt securities or subordinated
debt securities. The senior debt securities will be issued under an indenture
dated as of June 9, 1998 among the Company, Tyco and the Bank of New York, as
trustee. This indenture is referred to as the "senior indenture." The
subordinated debt securities will be issued under an indenture to be entered
into among the Company, Tyco and the trustee named in a prospectus supplement.
This indenture is referred to as the "subordinated indenture." The senior
indenture and the subordinated indenture together are called the "indentures."
The following description is subject to the detailed provisions of the
indentures, copies of which can be obtained upon request from Tyco. See "Where
You Can Find More Information" on page i. The indentures are subject to, and
governed by, the Trust Indenture Act of 1939. The statements made in this
section relating to the indentures and to the debt securities and guarantees of
the debt securities to be issued under the indentures are summaries, and do not
purport to be complete. For a full description of the terms of the debt
securities and their guarantees, you should refer to the indentures, as
supplemented by any applicable supplemental indentures.

    THE FOLLOWING IS A DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF THE
DEBT SECURITIES SET FORTH IN THE INDENTURES AND WHICH MAY APPLY TO ANY SERIES OF
DEBT SECURITIES. THE PARTICULAR TERMS OF A SERIES OF DEBT SECURITIES AND THE
EXTENT, IF ANY, TO WHICH THESE GENERAL TERMS DO NOT APPLY TO SUCH DEBT
SECURITIES, WILL BE SET FORTH IN A SUPPLEMENTAL INDENTURE AND DESCRIBED IN A
PROSPECTUS SUPPLEMENT RELATING TO THE PARTICULAR SERIES OF DEBT SECURITIES. SEE
"PROSPECTUS SUPPLEMENTS" BELOW. ACCORDINGLY, FOR A DESCRIPTION OF THE TERMS AND
PROVISIONS OF ANY PARTICULAR SERIES OF DEBT SECURITIES, YOU MUST REFER TO BOTH
THIS DESCRIPTION AND THE DESCRIPTION OF THE PARTICULAR SERIES CONTAINED IN THE
APPLICABLE PROSPECTUS SUPPLEMENT.

GENERAL

    The debt securities will be direct, unsecured obligations of the Company in
the form of either senior or subordinated debt. The senior debt securities and
the subordinated debt securities are together referred to in this prospectus as
the "debt securities." The senior debt securities will rank equally with other
unsecured and unsubordinated obligations of the Company for money borrowed. The
subordinated debt securities will be entitled to payment only after payment has
been made on the senior indebtedness.

    The debt securities will be effectively subordinated to all existing and
future indebtedness and other liabilities of the Company's subsidiaries. The
Company's rights and the rights of its creditors, including holders of debt
securities, to participate in any distribution of assets of any subsidiary upon
a liquidation or reorganization or otherwise of such subsidiary will be
effectively subordinated to the claims of the subsidiary's creditors, except to
the extent that the Company or any of its creditors may itself be a creditor of
that subsidiary.

    Except as described under "Certain Restrictive Covenants in the Senior
Indenture," the indentures do not limit other indebtedness or securities which
may be incurred or issued by the Company or any of its subsidiaries or contain
financial or similar restrictions on the Company or any of its subsidiaries.
There are no covenants or provisions contained in the indentures which afford
the holders of debt securities protection in the event of a highly leveraged
transaction, reorganization, restructuring, merger or similar transaction
involving the Company or Tyco. The consummation of any highly leveraged
transaction, reorganization, restructuring, merger or similar transaction could
cause a material decline in the credit quality of any outstanding debt
securities.

    Debt securities may be issued either in certificated, fully registered form,
without coupons, or as global notes under a book-entry system. See "Book-Entry,
Delivery and Form" below. Upon receipt of an authentication order from the
Company together with any other documentation required by the

                                       3
<PAGE>
indentures, the trustee will authenticate debt securities in the form and amount
required by the supplemental indenture relating to the series of debt
securities.

    Principal and premium, if any, will be payable, and the debt securities will
be transferable and exchangeable without any service charge, at the office of
the trustee. The Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with any such transfer or
exchange.

    The indentures do not limit the aggregate principal amount of debt
securities which may be issued thereunder.

PROSPECTUS SUPPLEMENTS

    The following terms of and information relating to a particular series of
debt securities offered pursuant to this document will be set forth in the
applicable prospectus supplement:

    -  the title of the debt securities

    -  the aggregate principal amount of the debt securities

    -  the date or dates on which principal of, and premium, if any, on the debt
       securities is payable

    -  the rate at which the debt securities shall bear interest, if any, or the
       method by which the interest rate will be determined

    -  the date or dates from which interest will accrue

    -  the date or dates on which interest will be payable and any related
       record dates

    -  any redemption, repayment or sinking fund provisions

    -  the terms, if any, upon which the debt securities may be convertible into
       or exchanged for securities of any kind of Tyco, the Company or of any
       other issuer or obligor and the terms and conditions upon which such
       conversion or exchange shall be effected

    -  the denominations in which the debt securities will be issuable

    -  any applicable material income tax considerations

    -  if other than the principal amount of the debt securities, the portion of
       the principal amount due upon acceleration

    -  whether the debt securities will be issued in the form of a global
       security or securities

    -  any subordination provisions if different from those described below
       under "Subordinated Debt Securities"

    -  any other specific terms of the debt securities

    -  any specific terms and provisions of any guarantees of the debt
       securities

    -  if other than the trustee named in the senior indenture, the identity of
       any trustees, paying agents or registrars with respect to the debt
       securities

GUARANTEES

    Tyco will unconditionally guarantee the due and punctual payment of the
principal of and interest on the debt securities and any other obligations of
the Company under the indentures, as supplemented, when and as the same shall
become due and payable, whether at maturity, upon redemption, by acceleration or
otherwise. Tyco's guarantees are unsecured. With respect to debt securities
issued under the senior indenture, Tyco's guarantee will be an unsubordinated
obligation of

                                       4
<PAGE>
Tyco and will rank equally with all other unsecured and unsubordinated
obligations of Tyco. With respect to debt securities issued under the
subordinated indenture, Tyco's guarantee will be a subordinated obligation of
Tyco. The guarantees provide that in the event of a default in payment on a debt
security, the holder of the debt security may institute legal proceedings
directly against Tyco to enforce the guarantees without first proceeding against
the Company. In addition, as described below under "Certain Restrictive
Covenants in the Senior Indenture--Limitation on Indebtedness of Subsidiaries,"
subsidiaries of the Company may execute and deliver additional guarantees.

    The obligations of Tyco and any other guarantor of the debt securities, if
any, under their guarantees are limited to the maximum amount which will not
result in the obligations of such guarantors under their guarantees constituting
a fraudulent conveyance or fraudulent transfer under applicable law. Each
guarantor of debt securities that makes a payment or distribution under its
guarantee shall be entitled to a contribution from each other guarantor of such
debt securities to the extent permitted by applicable law.

REDEMPTION

    In addition to any other redemption provisions that may be included in any
supplemental indenture, the debt securities may be redeemed as described below.

REDEMPTION UPON CHANGES IN WITHHOLDING TAXES

    The Company may redeem all, but not less than all, of the debt securities of
any series if the following occurs:

        1.  After the date that the debt securities to be redeemed were issued,
    there is a change in the laws or regulations of Luxembourg or Bermuda or any
    of their respective political subdivisions or taxing authorities, or any
    change in the application or official interpretation of such laws or
    regulations.

        2.  As a result of this change, the Company or Tyco became or will
    become obligated to pay Additional Amounts, as defined below under "Payment
    of Additional Amounts," on the next payment date with respect to the debt
    securities to be redeemed.

        3.  The obligation to pay Additional Amounts cannot be avoided through
    the Company's or Tyco's reasonable measures.

        4.  The Company delivers to the trustee:

       - a certificate signed by two directors or by two officers of the Company
         or Tyco, or by a combination of officers and directors as described in
         the indentures, stating that the obligation to pay Additional Amounts
         cannot be avoided by the Company or Tyco taking reasonable measures
         available to it; and

       - a written opinion of independent legal counsel to the Company or Tyco,
         as the case may be, of recognized standing, to the effect that the
         Company or Tyco, as the case may be, has or will become obligated to
         pay Additional Amounts as a result of a change, amendment, official
         interpretation or application described above and that the Company or
         Tyco, as the case may be, cannot avoid the payment of such Additional
         Amounts by taking reasonable measures available to it.

        5.  Following the delivery of the certificate and opinion described in
    clause 4 above, the Company provides notice of redemption not less than
    30 days, but not more than 60 days, prior to the date of redemption. The
    notice of redemption cannot be given more than 60 days before the earliest
    date on which the Company or Tyco would be otherwise required to pay
    Additional Amounts, and the obligation to pay Additional Amounts must still
    be in effect when the notice is given.

                                       5
<PAGE>
    Upon the occurrence of all of 1 through 5 above, the Company may redeem the
debt securities at a redemption price equal to 100% of the principal amount
thereof, together with accrued interest, if any, to the redemption date, plus
any Additional Amounts.

NOTICE OF REDEMPTION

    In the event of a redemption of debt securities, the Company must deliver by
first-class mail, postage prepaid, to the holders of the debt securities to be
redeemed, a notice of redemption specifying the following:

    -  the redemption price,

    -  the amount of the debt securities held by the holder to be redeemed,

    -  the redemption date,

    -  the place of payment,

    -  that payment will be made when the debt securities are surrendered to the
       trustee,

    -  that interest accrued to the date of redemption will be paid as specified
       in the notice, and

    -  that after the redemption date, and unless the Company defaults in the
       payment of the redemption price, interest will stop accruing on the debt
       securities or portions thereof to be redeemed.

    In connection with redemption, the Company will deposit with the trustee or
with one or more paying agents an amount of money sufficient to redeem on the
redemption date all the debt securities called for redemption. If less than all
the debt securities of a series are to be redeemed, the trustee will select, in
such manner as it deems appropriate and fair, debt securities of such series to
be redeemed. Unless the Company defaults on the redemption payments, on and
after the redemption date specified in the notice of redemption:

    -  interest on the debt securities called for redemption will cease to
       accrue, and

    -  the holders of such debt securities will have no right in respect of such
       debt securities except the right to receive the redemption price thereof
       and unpaid interest to the date fixed for redemption.

PAYMENT OF ADDITIONAL AMOUNTS

    Unless otherwise required by Luxembourg or Bermuda law, neither the Company,
Tyco nor any other guarantor of the debt securities will deduct or withhold from
payments made with respect to the debt securities and the guarantees on account
of any present or future taxes, duties, levies, imposts, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of any
Luxembourg or Bermuda taxing authority ("Taxes"). In the event that the Company,
Tyco or any other guarantor is required to withhold or deduct on account of any
Taxes from any payment made under or with respect to any debt securities or the
guarantees, the Company, Tyco or such other guarantor, as the case may be, will
pay such additional amounts so that the net amount received by each holder of
debt securities, including the additional amounts, will equal the amount that
such holder would have received if such Taxes had not been required to be
withheld or deducted. The amounts that the Company, Tyco or such other guarantor
are required to pay to preserve the net amount receivable by holders of debt
securities are referred to as "Additional Amounts."

                                       6
<PAGE>
    Additional Amounts will not be payable with respect to a payment made to a
holder of debt securities to the extent:

        1.  that any such Taxes would not have been so imposed but for the
    existence of any present or former connection between such holder and the
    Luxembourg or Bermuda taxing authority imposing such Taxes, other than the
    mere receipt of such payment, acquisition, ownership or disposition of such
    debt securities or the exercise or enforcement of rights under such debt
    securities, their guarantees or the related indenture;

        2.  of any estate, inheritance, gift, sales, transfer, or personal
    property Taxes imposed with respect to such debt securities, except as
    otherwise provided in the related indenture;

        3.  that any such Taxes would not have been imposed but for the
    presentation of such debt securities, where presentation is required, for
    payment on a date more than 30 days after the date on which such payment
    became due and payable or the date on which payment thereof is duly provided
    for, whichever is later, except to the extent that the beneficiary or holder
    thereof would have been entitled to Additional Amounts had the debt
    securities been presented for payment on any date during such 30-day period;
    or

        4.  that such holder would not be liable or subject to such withholding
    or deduction of Taxes but for the failure to make a valid declaration of
    non-residence or other similar claim for exemption, if:

       - the making of such declaration or claim is required or imposed by
         statute, treaty, regulation, ruling or administrative practice of the
         relevant Luxembourg or Bermuda taxing authority as a precondition to an
         exemption from, or reduction in, the relevant Taxes, and

       - at least 60 days prior to the first payment date with respect to which
         the Company, Tyco or such other guarantor shall apply this clause 4,
         the Company, Tyco or such other guarantor has notified all holders of
         debt securities in writing that they are required to provide such
         declaration or claim.

Each of the Company, Tyco and any other guarantor of the debt securities, as
applicable, will also:

    -  withhold or deduct Taxes as required,

    -  remit the full amount of Taxes deducted or withheld to the relevant
       Luxembourg or Bermuda taxing authority in accordance with all applicable
       laws,

    -  use its reasonable best efforts to obtain from each Luxembourg or Bermuda
       taxing authority imposing such Taxes certified copies of tax receipts
       evidencing the payment of any Taxes deducted or withheld, and

    -  upon request, make available to the holders of the debt securities,
       within 60 days after the date the payment of any Taxes deducted or
       withheld is due pursuant to applicable law, certified copies of tax
       receipts evidencing such payment by the Company, Tyco or such other
       guarantor or if, notwithstanding the Company's, Tyco's or such other
       guarantor's efforts to obtain such receipts, the same are not obtainable,
       other evidence of such payments by the Company, Tyco or such other
       guarantor of the debt securities.

    At least 30 days prior to each date on which any payment under or with
respect to a series of debt securities is due and payable, if the Company, Tyco
or such other guarantor will be obligated to pay Additional Amounts with respect
to such payment, the Company, Tyco or such other guarantor will deliver to the
trustee an officer's certificate stating the fact that such Additional Amounts
will be payable, the amounts so payable and such other information as is
necessary to enable the trustee to pay such Additional Amounts to holders of
such debt securities on the payment date.

                                       7
<PAGE>
    The foregoing provisions shall survive any termination or the discharge of
the related indenture and shall apply MUTATIS MUTANDIS to any jurisdiction in
which any successor to the Company, Tyco or any other guarantor of the debt
securities, as the case may be, is organized or is engaged in business for tax
purposes or any political subdivisions or taxing authority or agency thereof or
therein.

    In addition, the Company will pay any stamp, issue, registration,
documentary or other similar taxes and duties, including interest, penalties and
Additional Amounts with respect thereto, payable in Luxembourg, Bermuda or the
United States or any political subdivision or taxing authority of or in the
foregoing in respect of the creation, issue, offering, enforcement, redemption
or retirement of any of the debt securities.

    Whenever in the indentures, the debt securities, their guarantees and in
this "Description of the Debt Securities and the Guarantees" there is mentioned,
in any context, the payment of principal, and premium, if any, redemption price,
interest or any other amount payable under or with respect to any debt security,
such mention shall be deemed to include mention of the payment of Additional
Amounts to the extent payable in the particular context.

BOOK-ENTRY, DELIVERY AND FORM

THE GLOBAL NOTES

    A series of debt securities may be issued in whole or in part in the form of
one or more global securities under a book-entry system. Each global security:

    -  will be deposited with, or on behalf of, The Depository Trust Company,
       and registered in the name of Cede & Co., as DTC's nominee, or

    -  will remain in the custody of the trustee pursuant to a FAST Balance
       Certificate Agreement between DTC and the trustee.

DEPOSITARY PROCEDURES

    The descriptions of the operations and procedures of DTC, Euroclear and
Clearstream Banking, societe anonyme, Luxembourg ("Clearstream, Luxembourg") set
forth below are provided solely as a matter of convenience. These operations and
procedures are solely within the control of the respective settlement systems
and are subject to change by them from time to time. The Company takes no
responsibility for these operations and procedures, and urges investors to
contact the system or their participants directly to discuss these matters.

    DTC has advised the Company and Tyco that it is a limited purpose trust
company organized under the laws of the State of New York.

    DTC was created to hold securities for its participants and to facilitate
the clearance and settlement of securities transactions between its participants
through electronic book-entry changes to the accounts of its participants. DTC's
participants include securities brokers and dealers, banks and trust companies,
clearing corporations and certain other organizations. Access to DTC's system is
also available to other entities such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. Investors who are not participants
may beneficially own securities held by or on behalf of DTC only through DTC
participants or indirect participants. The ownership interests in, and transfers
of ownership interests in, each security held by or on behalf of DTC are
recorded on the records of the participants.

    DTC has also advised the Company and Tyco that pursuant to procedures
established by DTC:

        1.  upon the deposit of global notes representing debt securities with
    DTC, DTC will credit the accounts of its participants with an interest in
    the global notes. The accounts to be credited

                                       8
<PAGE>
    will be designated by the underwriters or agents, if any, or by the Company,
    if such debt securities were offered and sold directly by the Company; and

        2.  ownership of the debt securities will be shown on, and the transfer
    of ownership thereof will be effected only through, records maintained by
    DTC, with respect to the interests of its participants, and the records of
    DTC's participants and indirect participants, with respect to the interests
    of other owners of beneficial interest in the debt securities.

    The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Accordingly, the ability to transfer interests in debt securities represented by
global notes to such persons may be limited. In addition, because DTC can act
only on behalf of its participants, who in turn act on behalf of persons who
hold interests through a DTC participant, the ability of a person having an
interest in debt securities represented by a global note to pledge or transfer
such interest to persons or entities that do not participate in DTC's system, or
to otherwise take actions in respect of such interest, may be affected by the
lack of a physical definitive security in respect of such interest.

    So long as DTC or its nominee is the registered owner of a global note, DTC
or such nominee, as the case may be, will be considered the sole owner or holder
of the debt securities represented by the global note for all purposes under the
indentures. Except as provided below, owners of beneficial interests in a global
note will not be entitled to have debt securities represented by such global
note registered in their names, will not receive or be entitled to receive
physical delivery of certificated debt securities, and will not be considered
the owners or holders thereof under the indentures for any purpose, including
with respect to the giving of any direction, instruction or approval to the
trustee under the related indenture. Accordingly, each holder owning a
beneficial interest in a global note must rely on the procedures of DTC and, if
such holder is not a DTC participant or an indirect participant, on the
procedures of the participant through which such holder owns its interest, to
exercise any rights of a holder of debt securities under the related indenture
or such global note. The Company understands that under existing industry
practice, in the event that the Company requests any action of holders of debt
securities, or a holder that is an owner of a beneficial interest in a global
note desires to take any action that DTC, as the holder of such global note, is
entitled to take, DTC would authorize its participants to take such action and
the participants would authorize holders owning through participants to take
such action or would otherwise act upon the instruction of such holders.

    Payments with respect to the principal of, and premium, if any, and interest
on, any debt securities represented by a global note registered in the name of
DTC or its nominee on the applicable record date will be payable by the trustee
to DTC or its nominee in its capacity as the registered holder of the global
note representing the debt securities under the indentures. Under the terms of
the indentures, the Company, Tyco and the trustee may treat the persons in whose
names the global notes are registered as the owners thereof for the purpose of
receiving payments thereon and for any and all other purposes whatsoever.
Consequently, none of the Company, Tyco or the trustee nor any agent of the
Company, Tyco or the trustee has or will have any responsibility or liability
for:

    - any aspect of DTC's records or any participant's or indirect participant's
      records relating to, or payments (including principal, premium, if any,
      and interest) made on account of, any beneficial ownership interest in the
      global notes of any series, or for maintaining, supervising or reviewing
      any of DTC's records or any participant's or indirect participant's
      records relating to the beneficial ownership interests of the global notes
      of such series; or

    - any other matter relating to the actions and practices of DTC or any of
      its participants or indirect participants.

    DTC has advised the Company and Tyco that its current practice, upon receipt
of any payment in respect of securities such as the debt securities including
principal and interest, is to credit the accounts

                                       9
<PAGE>
of the relevant participants with the payment on the payment date, in amounts
proportionate to their respective holdings in the principal amount of beneficial
interest in the relevant security as shown on the records of DTC, unless DTC has
reason to believe it will not receive payment on such payment date. Payments by
the participants and the indirect participants to the beneficial owners of any
series of debt securities will be governed by standing instructions and
customary practices and will be the responsibility of the participants or the
indirect participants and will not be the responsibility of DTC, the trustee,
the Company or Tyco. None of the Company, Tyco or the trustee will be liable for
any delay by DTC or any of its participants in identifying the beneficial owners
of the debt securities, and the Company and the trustee may conclusively rely on
and will be protected in relying on instructions from DTC or its nominee for all
purposes.

    Transfers between participants in DTC will be effected in accordance with
DTC's procedures, and transfers between participants in Euroclear and
Clearstream, Luxembourg will be effected in accordance with their respective
notes and operating procedures.

    Transfers between the participants in DTC, on the one hand, and Euroclear or
Clearstream, Luxembourg participants, on the other hand, will be effected
through DTC in accordance with DTC's rules on behalf of Euroclear or
Clearstream, Luxembourg, as the case may be, by its respective depositary;
however, such cross-market transactions will require delivery of instructions to
Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty in
such system in accordance with the rules and procedures and within the
established deadlines (Brussels time) of such system. Euroclear or Clearstream,
Luxembourg , as the case may be, will, if the transaction meets its settlement
requirements, deliver instructions to its respective depositary to take action
to effect final settlement on its behalf by delivering or receiving interests in
the global note in DTC, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to DTC. Euroclear
participants and Clearstream, Luxembourg participants may not deliver
instructions directly to the depositories for Euroclear or Clearstream,
Luxembourg.

    DTC has advised the Company and Tyco that it will take any action permitted
to be taken by a holder of notes of any series only at the direction of one or
more participants to whose account DTC has credited the interests in the global
notes of such series and only in respect of such portion of the aggregate
principal amount of the notes as to which such participant or participants has
or have given such direction. However, if there is an event of default under the
notes, DTC reserves the right to exchange the global notes for legended notes in
certificated form, and to distribute such notes to its participants.

    Although DTC, Euroclear and Clearstream, Luxembourg have agreed to the
foregoing procedures to facilitate transfers of interests in the global notes
among participants in DTC, Euroclear and Clearstream, Luxembourg, they are under
no obligation to perform or to continue to perform such procedures, and such
procedures may be discontinued at any time. None of the Company, Tyco or the
trustee or any of their respective agents will have any responsibility for the
performance by DTC, Euroclear or Clearstream, Luxembourg or their respective
participants or indirect participants of their respective obligations under the
rules and procedures governing their operations.

                                       10
<PAGE>
CERTIFICATED DEBT SECURITIES

    If:

        1.  the Company notifies the trustee in writing that DTC is no longer
    willing or able to act as a depositary or DTC ceases to be registered as a
    clearing agency under the Exchange Act and a successor depositary is not
    appointed within 90 days of such notice or cessation, or

        2.  the Company, at its option, notifies the trustee in writing that it
    elects to cause the issuance of debt securities in definitive form under the
    indenture, or

        3.  upon the occurrence of certain other events as provided in any
    supplemental indenture, then,

upon surrender by DTC of the global notes representing the debt securities,
certificated debt securities will be issued in the names and denominations
requested by DTC in accordance with its customary procedures. Upon any such
issuance, the trustee is required to register the certificated debt securities
in the requested names and cause the certificates to be delivered to the
registered holders.

    None of the Company, Tyco or the trustee shall be liable for any delay by
DTC or any DTC participant or indirect participant in identifying the beneficial
owners of the related debt securities and the Company, Tyco and the trustee may
conclusively rely on, and shall be protected in relying on, instructions from
DTC for all purposes.

MERGER, CONSOLIDATION, SALE OR CONVEYANCE

    The indentures provide that neither the Company, Tyco nor any other
guarantor of any debt securities issued under the indentures will merge or
consolidate with any other person and will not sell or convey all or
substantially all of its assets to any person, unless:

        1.  the Company, Tyco or such other guarantor, as the case may be, shall
    be the continuing corporation, or

        2.  the successor corporation or person that acquires all or
    substantially all of the assets of the Company, Tyco or such other
    guarantor, as the case may be, shall expressly assume,

       -  the payment of principal of, premium, if any, and interest on all debt
           securities issued under the indentures or the obligations under the
           guarantees thereof, as the case may be, and

       -  the observance of all the covenants and agreements under the
           indentures to be performed or observed by the Company, Tyco or such
           other guarantor, as the case may be,

and in either case, immediately after such merger, consolidation, sale or
conveyance, the Company, Tyco or such other guarantor, as the case may be, or
such successor corporation or person, as the case may be, shall not be in
default in the performance of the covenants and agreements of the indentures to
be performed or observed by the Company, Tyco or such other guarantor, as the
case may be; provided that the foregoing shall not apply to a guarantor other
than Tyco if in connection with any such merger, consolidation, sale or
conveyance the guarantee of such guarantor is released and discharged pursuant
to paragraph 2 of the "Limitation on Indebtedness of Subsidiaries" covenant
related to the senior indenture described below.

EVENTS OF DEFAULT

    An event of default with respect to a series of debt securities issued under
either indenture is defined in the related indenture as being:

    -  default for 30 days in payment of any interest on or any additional
       amounts related to any debt securities of such series;

                                       11
<PAGE>
    -  default in any payment of principal of or premium, if any, on any debt
       securities of such series, including any sinking fund payment;

    -  default by the Company, Tyco or any other guarantor in performance of any
       other of the covenants or agreements in respect of the debt securities of
       such series and related guarantees that continues for 90 days after the
       Company receives notice of such failure in accordance with the
       indentures;

    -  any guarantee of the debt securities ceases to be, or the Company or any
       guarantor of the debt securities asserts in writing that such guarantee
       is not, in full force and effect and enforceable in accordance with its
       terms;

    -  certain events involving bankruptcy, insolvency or reorganization of the
       Company or Tyco or, with respect to debt securities issued under the
       senior indenture, any Significant Subsidiary Guarantor;

    -  any other event of default provided in a supplemental indenture, a
       resolution of the Board of Directors, or in the form of the security
       related to the issuance of a series of debt securities; or

    -  with respect to debt securities issued under the senior indenture,
       default by the Company, Tyco or any other guarantor of the debt
       securities in the payment at the final maturity thereof, after the
       expiration of any applicable grace period, of principal of, premium, if
       any, or interest on indebtedness for money borrowed, other than
       non-recourse indebtedness, in the principal amount then outstanding of
       $50,000,000 or more, or acceleration of any indebtedness in such
       principal amount so that it becomes due and payable prior to the date on
       which it would otherwise have become due and payable and such
       acceleration is not rescinded within ten business days after notice to
       the Company in accordance with the senior indenture.

    The indentures provide that the trustee shall transmit notice of any uncured
default under the indentures known to the trustee with respect to any series of
debt securities issued thereunder, within 90 days after the occurrence of such
default, to the holders of the debt securities of each affected series, except
that the trustee may withhold notice to the holders of any series of debt
securities of any default, except in payment of principal of, premium, if any,
or interest on such series, or in the payment of any sinking fund or purchase
installment with respect to the series, if the trustee determines in good faith
in accordance with procedures set forth in the indenture that it is in the
interest of the holders of such series of debt securities to do so.

    If an event of default due to:

    -  the default in payment of interest, principal or sinking fund installment
       with respect to any series of debt securities issued under the
       indentures;

    -  the default in the performance or breach of any other covenant or
       agreement of the Company, Tyco or any guarantor applicable to the debt
       securities of such series but not applicable to all outstanding debt
       securities issued under the indentures;

    -  a guarantee of a series of debt securities ceasing to be, or the Company
       or any guarantor asserting that a guarantee of a series of debt
       securities no longer is, in full force and effect and enforceble in
       accordance with its terms; or

    -  any other event of default described in a supplemental indenture, board
       resolution, or in the form of security related to the issuance of a
       series of debt securities

shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in principal amount of the debt securities of such series then
outstanding may declare the principal of all debt securities of such series and
interest accrued thereon to be due and payable immediately.

                                       12
<PAGE>
    If an event of default due to:

    -  a default in the performance of any other of the covenants or agreements
       applicable to all outstanding debt securities issued under the related
       indenture and then outstanding;

    -  certain events of bankruptcy, insolvency and reorganization of the
       Company or Tyco or, with respect to debt securities issued under the
       senior indenture, any Significant Subsidiary Guarantor;

    -  with respect to debt securities issued under the senior indenture, a
       default in payment at final maturity or upon acceleration of indebtedness
       for money borrowed in the principal amount then outstanding of
       $50,000,000 or more; or

    -  any other event of default described in a supplemental indenture, board
       resolution, or in the form of security related to the issuance of a
       series of debt securities

shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in principal amount of all debt securities issued under the
related indenture and then outstanding, treated as one class, may declare the
principal of all such debt securities and interest accrued thereon to be due and
payable immediately.

    In certain circumstances, such declarations may be annulled and past
defaults may be waived by the holders of a majority in principal amount of the
outstanding debt securities of an affected series, voting as a separate class,
or all debt securities outstanding under the related indenture, voting as a
single class, as the case may be.

    The holders of a majority in principal amount of the outstanding debt
securities of each affected series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee with respect to the debt securities of such series, subject to certain
limitations specified in the related indenture.

    The indentures provide that no holder of debt securities of any series may
institute any action against the Company under the indentures, except actions
for payment of overdue principal, premium, if any, or interest, unless such
holder previously shall have given to the trustee written notice of default and
continuance thereof and unless the holders of not less than 25% in principal
amount of the debt securities of such series then outstanding shall have
requested the trustee to institute such action and shall have offered the
trustee reasonable indemnity, the trustee shall not have instituted such action
within 60 days of such request, and the trustee shall not have received
direction inconsistent with such request by the holders of a majority in
principal amount of the debt securities of such series then outstanding.

    Each of the indentures requires the annual filing by the Company with the
trustee of a written statement as to compliance with the covenants and
agreements contained in the related indenture.

    With respect to the senior indenture, "Significant Subsidiary Guarantor"
means any one or more guarantors, other than Tyco, which, at the date of
determination, together with its or their respective subsidiaries in the
aggregate,

    -  for the most recently completed fiscal year of the Company accounted for
       more than 10% of the consolidated revenues of the Company, or

    -  at the end of such fiscal year, was the owner, beneficial or otherwise,
       of more than 10% of the consolidated assets of the Company, as determined
       in accordance with United States generally accepted accounting principles
       and reflected on the Company's consolidated financial statements.

                                       13
<PAGE>
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

    The Company may discharge or defease its obligations under each of the
indentures as set forth below.

    Under terms satisfactory to the trustee, the Company or any guarantor of the
debt securities issued under the related indenture may discharge the related
indenture with respect to any series of debt securities issued under that
indenture if all securities in the series have not already been delivered to the
trustee for cancellation and have either become due and payable or are by their
terms due and payable within one year, or may be called for redemption within
one year, by irrevocably depositing with the trustee cash or direct obligations
of the United States as trust funds in an amount certified to be sufficient to
pay at maturity, or upon redemption, the principal of, premium, if any, and
interest and any other sums payable, if any, on such debt securities. However,
the Company maintains any rights to optional redemption and may not avoid

    -  its duty to register the transfer or exchange of debt securities of such
       series, or to replace any mutilated, destroyed, lost or stolen debt
       securities of such series,

    -  the rights of holders of such debt securities to receive from the funds
       deposited with the trustee payments of principal and interest and sinking
       fund payments, if any, on such securities, on the stated due dates for
       such payments, or

    -  the rights, obligations and immunities of the trustee under the related
       indenture.

    In the case of any series of debt securities in respect of which the exact
amounts of principal of and interest due on such series can be determined at the
time of making the deposit referred to below, the Company at its option at any
time may also:

        1.  discharge any and all of its obligations to holders of such series
    of debt securities ("defeasance"), but may not thereby avoid the obligations
    enumerated in the previous paragraph; or

        2.  be released with respect to such series of senior debt securities
    from the obligations imposed by the covenants described under the caption
    "Certain Restrictive Covenants in the Senior Indenture" below and with
    respect to both the senior and subordinated debt securities from the
    obligation under the caption "Merger, Consolidation, Sale or Conveyance"
    above and omit to comply with such covenants without creating an event of
    default ("covenant defeasance").

    Defeasance or covenant defeasance may be effected only if, among other
things:

        1.  the Company or Tyco irrevocably deposits with the trustee cash
    and/or direct obligations of the United States, as trust funds in an amount
    certified by a nationally recognized firm of independent public accountants
    or a nationally recognized investment banking firm to be sufficient to pay
    each installment of principal and interest and any mandatory sinking fund
    payments, if any, on all outstanding debt securities of the relevant series
    on the dates such installments of principal, premium, if any, and interest
    are due;

        2.  no default or event of default shall have occurred and be continuing
    on the date of the deposit referred to in clause 1 or, in respect of certain
    events of bankruptcy, insolvency or reorganization, during the period ending
    on the 91st day after the date of such deposit, or any longer applicable
    preference period; and

        3.  the Company delivers to the trustee:

        (A) an opinion of counsel to the effect that the holders of such series
    of debt securities

       -  will not recognize any income, gain or loss for United States federal
           income tax purposes as a result of such deposit and defeasance or
           covenant defeasance, as applicable, and

                                       14
<PAGE>
       -  will be subject to United States federal income tax on the same
           amounts and in the same manner and at the same times as would have
           been the case if such deposit and defeasance or covenant defeasance,
           as applicable, had not occurred.

           In the case of defeasance, such opinion must be based on a ruling of
           the Internal Revenue Service or a change in United States federal
           income tax law occurring after the date of the related indenture; and

        (B) an opinion of counsel to the effect that

       -  payments from the defeasance trust will be free and exempt from any
           and all withholding and other taxes imposed or levied by or on behalf
           of Luxembourg or any political subdivision thereof having the power
           to tax, and

       -  holders of such series of debt securities will not recognize any
           income, gain or loss for Luxembourg income tax and other Luxembourg
           tax purposes as a result of such deposit and defeasance or covenant
           defeasance, as applicable, and will be subject to Luxembourg income
           tax and other Luxembourg tax on the same amounts, in the same manner
           and at the same times as would have been the case if such deposit and
           defeasance or covenant defeasance, as applicable, had not occurred.

MODIFICATION OF THE INDENTURES

    Each indenture contains provisions permitting the Company, Tyco and the
trustee, with the consent of the holders of not less than a majority of the
principal amount of the debt securities issued under the related indenture at
the time outstanding of all series affected, voting as one class, to modify the
related indenture or any supplemental indenture or the rights of the holders of
the debt securities. Without the consent of the holder of each debt security
affected, the related indenture cannot be modified to:

        1.  extend the final maturity of any of the debt securities or reduce
    the principal amount thereof, reduce the rate or extend the time of payment
    of interest thereon, reduce any amount payable on redemption thereof, reduce
    the amount of any original issue discount security payable upon acceleration
    or provable in bankruptcy, impair or affect the right of any holder of the
    debt securities to institute suit for the payment thereof or, if debt
    securities so provide, any optional right of repayment, or

        2.  reduce the aforesaid percentage in principal amount of debt
    securities of any series, the consent of the holders of which is required
    for any such supplemental indenture.

    Each indenture contains provisions permitting the Company, Tyco and the
trustee, without the consent of any holders of debt securities, to enter into a
supplemental indenture, among other things, for purposes of

    -  curing any ambiguity,

    -  correcting or supplementing any provision contained in the indenture or
       in any supplemental indenture or making other provisions in regard to the
       matters or questions arising under the indenture or any supplemental
       indenture as the Board of Directors of the Company deems necessary or
       desirable and which does not adversely affect the interests of the
       holders of debt securities in any material respect, or

    -  establishing the form or terms of any series of debt securities as are
       not otherwise inconsistent with any of the provisions of the affected
       indenture.

                                       15
<PAGE>
CERTAIN RESTRICTIVE COVENANTS IN THE SENIOR INDENTURE

    The senior indenture contains, among others, the covenants described below.
Some capitalized terms used in this section are defined under "Definitions in
the Senior Indenture" below. These covenants do not apply to debt securities
issued under the subordinated indenture.

LIMITATIONS ON LIENS

    The Company covenants that, so long as any debt securities issued under the
senior indenture remain outstanding, but subject to defeasance, as provided in
the indenture, it will not, and will not permit any Restricted Subsidiary to,
incur any indebtedness which is secured by a mortgage, pledge, security
interest, lien or encumbrance (each a "lien") upon:

    -  any Principal Property, or

    -  any shares of stock of any Restricted Subsidiary, or indebtedness issued
       by any Restricted Subsidiary,

whether now owned or hereafter acquired, without effectively providing that, for
so long as such lien shall continue in existence with respect to such secured
indebtedness, the debt securities issued under the senior indenture, together
with, if the Company shall so determine, any other indebtedness of the Company
ranking equally with such debt securities, shall be equally and ratably secured
with a lien ranking ratably with or equal to, or at the Company's option prior
to, such secured indebtedness.

    The foregoing restriction shall not apply to:

        1.  liens that exist when the applicable debt securities are issued;

        2.  liens on the stock, assets or indebtedness of a person that exist
    when such person becomes a Restricted Subsidiary unless created in
    contemplation of such Restricted Subsidiary becoming such;

        3.  liens on any assets or indebtedness of a person that exist:

           -  when such person is merged into the Company or a Restricted
               Subsidiary of the Company or

           -  at the time the Company or a Restricted Subsidiary purchases,
               leases or otherwise acquires as an entirety or substantially as
               an entirety the assets of such person;

        4.  liens on any Principal Property that exist:

           -  when the Company or any Restricted Subsidiary acquired such
               property,

           -  to secure the payment or indebtedness for the financing of the
               purchase price of such property, or

           -  to secure indebtedness incurred for the purpose of the financing
               of all or any part of improvements or construction on such
               property, which indebtedness in each case is incurred before, at
               the time of, or within one year after the acquisition of such
               property, or in the case of real property, completion of such
               improvement or construction or commencement of full operation of
               such property, whichever is later;

        5.  liens that secure indebtedness owed by any Restricted Subsidiary to
    the Company, Tyco or a subsidiary of the Company or by the Company to Tyco;

        6.  liens in favor of any country or state, or political subdivision
    thereof:

           -  to secure payments pursuant to any contract, statute, rule or
               regulation or

           -  to secure any indebtedness incurred for the purpose of financing
               all or any part of the purchase price, or, in the case of real
               property, the cost of construction or

                                       16
<PAGE>
               improvement, of the Principal Property subject to such liens,
               including, but not limited to, liens incurred in connection with
               pollution control, industrial revenue or similar financings;

        7.  liens or deposits under worker's compensation or similar
    legislation, or in connection with bids, tenders, contracts, other than for
    the payment of money, or leases to which the Company or any Restricted
    Subsidiary is a party, or to secure the public or statutory obligations of
    the Company or any Restricted Subsidiary, or in connection with obtaining or
    maintaining self-insurance, or to obtain the benefits of any law, regulation
    or arrangement pertaining to unemployment insurance, old age pensions,
    social security or similar matters, or to secure surety, performance, appeal
    or customs bonds to which the Company or any Restricted Subsidiary is a
    party, or in litigation or other proceedings in connection with the matters
    heretofore referred to in this clause, such as, but not limited to,
    interpleader proceedings, and other similar pledges, liens or deposits made
    or incurred in the ordinary course of business;

        8.  certain liens in connection with legal proceedings, as provided in
    the senior indenture;

        9.  liens for certain taxes or assessments, governmental charges or
    levies, landlord's liens and liens and charges incidental to the conduct of
    the business of the Company or any Restricted Subsidiary, or the ownership
    of their respective assets, which were not incurred in connection with the
    borrowing of money or the obtaining of advances or credit and which do not,
    in the opinion of the Board of Directors of the Company, materially impair
    the use of such assets in the operation of the business of the Company or
    such Restricted Subsidiary or the value of such Principal Property for the
    purposes thereof;

        10. liens to secure the Company's or any Restricted Subsidiary's
    obligations under agreements with respect to spot, forward, future and
    option transactions, entered into in the ordinary course of business;

        11. liens not permitted by the foregoing clauses 1 to 10, inclusive, if
    at the time of, and after giving effect to, the creation or assumption of
    such lien, the aggregate amount of all outstanding indebtedness of the
    Company and its Restricted Subsidiaries, without duplication, secured by all
    liens not permitted by the foregoing clauses 1 through 10, inclusive,
    together with the Attributable Debt in respect of Sale and Lease-Back
    Transactions permitted by clause 1 under "Limitation on Sale and Lease-Back
    Transactions" below does not exceed the greater of $100,000,000 and 10% of
    Consolidated Net Worth; and

        12. any total or partial extension, renewal or replacement of any lien
    permitted pursuant to exceptions 1 through 11, inclusive, except that the
    principal amount of indebtedness secured by such extension, renewal or
    replacement, unless otherwise excepted under clauses 1 through 11, shall not
    exceed the principal amount of indebtedness of the original permitted lien,
    and that such extension, renewal or replacement shall be limited to all or
    part of the assets, or any replacement therefor, which secured the original
    lien, plus improvements and construction on real property.

LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS

    Under the senior indenture, the Company will not, and will not permit any
Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with
respect to a Principal Property unless:

        1.  the Company or such Restricted Subsidiary would, at the time of
    entering into a Sale and Lease-Back Transaction, be entitled to incur
    indebtedness secured by a lien on the Principal Property to be leased in an
    amount at least equal to the Attributable Debt in respect of such
    transaction, without equally and ratably securing the debt securities issued
    under the senior indenture pursuant to the provisions described under
    "Limitations on Liens" above, or

                                       17
<PAGE>
        2.  the direct or indirect proceeds of the sale of the Principal
    Property to be leased are at least equal to their fair value, as determined
    by the Company's Board of Directors, and an amount equal to the net proceeds
    is applied, within 180 days of the effective date of such transaction, to
    the purchase or acquisition, or, in the case of real property, commencement
    of the construction, of property or assets or to the retirement of the debt
    securities issued under the senior indenture, other than at maturity or
    pursuant to a mandatory sinking fund or a mandatory redemption provision, or
    of Funded Indebtedness of the Company or a consolidated subsidiary of the
    Company that ranks on a parity with or senior to the debt securities issued
    under the senior indenture, subject to credits for certain voluntary
    retirement of Funded Indebtedness and certain delivery of debt securities
    issued under the senior indenture to the trustee for retirement and
    cancellation.

LIMITATION ON INDEBTEDNESS OF SUBSIDIARIES

    Under the senior indenture:

        1.  The Company will not cause or permit any subsidiary of the Company,
    which is not a guarantor of the debt securities issued under the senior
    indenture, directly or indirectly, to create, assume, guarantee or otherwise
    in any manner become liable for the payment of or otherwise incur
    (collectively, "incur"), any indebtedness, including any Acquired
    Indebtedness but excluding any Permitted Subsidiary Indebtedness, unless
    such subsidiary simultaneously executes and delivers a supplemental
    indenture providing for a guarantee of the debt securities issued under the
    senior indenture.

        2.  Notwithstanding the foregoing, any guarantee by a subsidiary of the
    Company of the debt securities issued under the senior indenture shall
    provide by its terms that it, and all liens securing the same, shall be
    automatically and unconditionally released and discharged upon

    -  any sale, exchange or transfer, to any person not an Affiliate of the
       Company, of all of the Company's equity interests in, or all or
       substantially all the assets of, such subsidiary, which transaction is in
       compliance with the terms of the senior indenture and such subsidiary is
       released from all guarantees, if any, by it of other indebtedness of the
       Company or any subsidiaries of the Company,

    -  the payment in full of all obligations under the indebtedness described
       in clause 1 above giving rise to such guarantee, or

    -  with respect to indebtedness described in clause 1 above constituting
       guarantees of indebtedness, the release by the holders of such
       indebtedness of the guarantee by such subsidiary, including any deemed
       release upon payment in full of all obligations under such indebtedness,
       provided that:

       -  no other indebtedness, other than Permitted Subsidiary Indebtedness,
           has been guaranteed by such subsidiary, or

       -  the holders of all other indebtedness which is guaranteed by such
           subsidiary also release the guarantee by such subsidiary, including
           any deemed release upon payment in full of all obligations under such
           indebtedness.

        3.  For purposes of this covenant, any Acquired Indebtedness shall not
    be deemed to have been incurred until 180 days from the date

    -  the person obligated on such Acquired Indebtedness becomes a subsidiary
       of the Company, or

    -  the acquisition of assets in connection with which such Acquired
       Indebtedness was assumed is consummated.

                                       18
<PAGE>
DEFINITIONS IN THE SENIOR INDENTURE

    "Acquired Indebtedness" means indebtedness of a person:

    -  existing at the time such person becomes a Restricted Subsidiary, or

    -  assumed in connection with the acquisition of assets by such person,

in each case, other than indebtedness incurred in connection with, or in
contemplation of, such person becoming a Restricted Subsidiary or such
acquisition, as the case may be.

    "Affiliate" means, with respect to any specified person:

    -  any other person directly or indirectly controlling or controlled by or
       under direct or indirect common control with such specified person;

    -  any other person that owns, directly or indirectly, 10% or more of such
       specified person's capital stock or any officer or director of any such
       specified person or other person; or

    -  any other person 10% or more of the voting stock of which is beneficially
       owned or held directly or indirectly by such specified person.

For the purposes of this definition, "control" when used with respect to any
specified person means the power to direct the management and policies of such
person, directly or indirectly, whether through ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

    "Attributable Debt" means in connection with a Sale and Lease-Back
Transaction, as of any particular time, the aggregate of present values,
discounted at a rate per annum equal to the average interest borne by all
outstanding debt securities issued under the senior indenture determined on a
weighted average basis and compounded semi-annually, of the obligations of the
Company or any Restricted Subsidiary for net rental payments during the
remaining term of the applicable lease, including any period for which such
lease has been extended or may, at the option of the lessor, be extended. The
term "net rental payments" under any lease of any period shall mean the sum of
the rental and other payments required to be paid in such period by the lessee
thereunder, not including, however, any amounts required to be paid by such
lessee, whether or not designated as rental or additional rental, on account of
maintenance and repairs, reconstruction, insurance, taxes, assessments, water
rates or similar charges required to be paid by such lessee thereunder or any
amounts required to be paid by such lessee thereunder contingent upon the amount
of sales, maintenance and repairs, reconstruction, insurance, taxes,
assessments, water rates or similar charges.

    "Consolidated Net Worth" means, at any date, the total assets less the total
liabilities, in each case appearing on the most recently prepared consolidated
balance sheet of the Company and its subsidiaries as of the end of a fiscal
quarter of the Company, prepared in accordance with United States generally
accepted accounting principles as in effect on the date of calculation.

    "Consolidated Tangible Assets" means, at any date, the total assets less all
intangible assets appearing on the most recently prepared consolidated balance
sheet of the Company and its subsidiaries as of the end of a fiscal quarter of
the Company, prepared in accordance with United States generally accepted
accounting principles as in effect on the date of calculation. "Intangible
Assets" means the amount, if any, which would be stated under the heading "Costs
in Excess of Net Assets of Acquired Companies" or under any other heading
relating to intangible assets separately listed, in each case on the face of the
aforesaid consolidated balance sheet.

    "Funded Indebtedness" means any indebtedness maturing by its terms more than
one year from the date of the determination thereof, including any indebtedness
renewable or extendible at the option of the obligor to a date later than one
year from the date of the determination thereof.

                                       19
<PAGE>
    "Permitted Subsidiary Indebtedness" means any of the following:

        1.  indebtedness in an aggregate amount, without duplication, not to
    exceed, as of the date of determination, 5% of the Consolidated Tangible
    Assets of the Company, excluding any indebtedness described in clauses 2
    through 8 below;

        2.  indebtedness owed to the Company, Tyco or any subsidiary of the
    Company;

        3.  obligations under standby letters of credit or similar arrangements
    supporting the performance of a person under a contract or agreement in the
    ordinary course of business;

        4.  obligations as lessee in the ordinary course of business which are
    capitalized in accordance with United States generally accepted accounting
    principles;

        5.  indebtedness that was Permitted Subsidiary Indebtedness at the time
    that it was first incurred;

        6.  Acquired Indebtedness that by its terms is not, at the time it
    became Acquired Indebtedness or within 180 days thereafter, callable or
    redeemable prior to its stated maturity and that remains outstanding
    following such time as the subsidiary of the Company obligated under such
    Acquired Indebtedness in good faith has made or caused to be made an offer
    to acquire all such indebtedness, including, without limitation, an offer to
    exchange such indebtedness for securities of the Company, on terms which, in
    the opinion of an independent investment banking firm of national reputation
    and standing, are consistent with market practices in existence at the time
    for offers of a similar nature, provided that the initial expiration date of
    any such offer shall be not be later than the expiration of the time period
    set forth in clause 3 of the "Limitation on Indebtedness of Subsidiaries"
    covenant;

        7.  indebtedness outstanding on the date of the senior indenture; and

        8.  any renewals, extensions, substitutions, refundings, refinancings or
    replacements (collectively, a "refinancing") of any indebtedness referred to
    in clause 7 of this definition of "Permitted Subsidiary Indebtedness" of a
    subsidiary organized under a jurisdiction other than the United States or
    any State thereof or the District of Columbia, including any successive
    refinancings, so long as the borrower under such refinancing is such
    subsidiary and the aggregate principal amount of indebtedness represented
    thereby, or if such indebtedness provides for an amount less than the
    principal amount thereof to be due and payable upon a declaration of
    acceleration of the maturity thereof, the original issue price of such
    indebtedness plus any accreted value attributable thereto since the original
    issuance of such indebtedness, is not increased by such refinancing plus the
    lesser of (A) the stated amount of any premium or other payment required to
    be paid in connection with such a refinancing pursuant to the terms of the
    indebtedness being refinanced or (B) the amount of premium or other payment
    actually paid at such time to refinance the indebtedness, plus, in either
    case, the amount of expenses of such subsidiary incurred in connection with
    such refinancing.

    "Principal Property" means any manufacturing, processing or assembly plant
or facility or any warehouse or distribution facility which is used by any U.S.
subsidiary of the Company after the date of the senior indenture, other than any
such plants, facilities, warehouses or portions thereof, which in the opinion of
the Board of Directors of the Company, are not collectively of material
importance to the total business conducted by the Company and its Restricted
Subsidiaries as an entirety, or which, in each case, has a book value, on the
date of the acquisition or completion of the initial construction thereof by the
Company, of less than 1.5% of Consolidated Tangible Assets.

    "Restricted Subsidiary" means any subsidiary of the Company which owns or
leases a Principal Property.

                                       20
<PAGE>
    "Sale and Lease-Back Transaction" means an arrangement with any person
providing for the leasing by the Company or a Restricted Subsidiary of any
Principal Property whereby such Principal Property has been or is to be sold or
transferred by the Company or a Restricted Subsidiary to such person; provided,
however, that the foregoing shall not apply to any such arrangement involving a
lease for a term, including renewal rights, for not more than three years.

SUBORDINATED DEBT SECURITIES

    The indebtedness evidenced by the subordinated debt securities is
subordinated to the extent provided in the subordinated indenture to the prior
payment in full of all senior indebtedness, including any senior debt
securities. Senior indebtedness generally includes all indebtedness for money
borrowed of the Company, except indebtedness that is expressly stated to not be
superior to the subordinated debt securities or to rank equal to the
subordinated debt securities.

    Upon any distribution of the Company's assets upon any dissolution, winding
up, liquidation or reorganization, payments on the subordinated debt securities
will be subordinated in right of payment to the prior payment in full in cash of
all senior indebtedness.

    In the event of any acceleration of the subordinated debt securities because
of an event of default, holders of any senior indebtedness would be entitled to
payment in full in cash of all senior indebtedness before the holders of
subordinated debt securities are entitled to receive any payment or
distribution.

    The Company is required to promptly notify holders of senior indebtedness if
payment of the subordinated debt securities is accelerated because of an event
of default. The Company may not make payment on the subordinated debt securities
if a default in the payment of senior indebtedness occurs and is continuing.

    As a result of these subordination provisions, in the event of the Company's
bankruptcy, dissolution or reorganization, holders of senior indebtedness may
receive more, ratably, and holders of the subordinated debt securities may
receive less, ratably, than the Company's other creditors. The subordination
provisions will not prevent the occurrence of any event of default under the
subordinated indenture.

    If the trustee or any holder receives any payment that should not have been
made to them in contravention of subordination provisions before all senior
indebtedness is paid in full, then such payment will be held in trust for the
holders of senior indebtedness.

    Tyco's guarantee of subordinated debt securities will be subordinated to
Tyco's senior indebtedness. Tyco's senior indebtedness includes Tyco's guarantee
of debt securities issued under the senior indenture.

CONCERNING THE TRUSTEE

    The trustee may hold debt securities issued under each indenture, act as a
depository for funds of, make loans to, or perform other services for, Tyco, the
Company and their subsidiaries as if it were not the trustee.

                                       21
<PAGE>
                        DESCRIPTION OF THE COMMON SHARES

    The Company's debt securities may be convertible into or exchangeable for
shares of Tyco's common shares. The following description is a summary of the
terms of Tyco's common shares. This description is not complete and is subject
to the applicable provisions of Bermuda law and Tyco's Memorandum of Association
and Bye-Laws, which are filed as exhibits to the registration statement related
to this prospectus. Tyco has authorized 2,500,000,000 common shares. As of
June 30, 2000 there were 1,687,309,234 common shares outstanding.

DIVIDENDS

    Tyco's Board of Directors may declare dividends out of Tyco's available
profits as long as there are no reasonable grounds for believing that:

    - Tyco is, or after payment of the dividend would be, unable to pay its
      liabilities as they become due, or

    - the realizable value of Tyco's assets would thereby be less than the
      aggregate of its liabilities and its issued share capital and share
      premium accounts.

Subject to special rights of any other Tyco shares, all dividends are payable
according to the amounts paid or credited as paid on common shares. Dividends
are normally payable in U.S. dollars, but holders with a registered address in
the United Kingdom and other countries outside the United States may receive
payment in another currency. Any dividend that is unclaimed may be invested or
otherwise made use of by Tyco's Board, and after a period of 12 years is
forfeited and reverts to Tyco.

VOTING RIGHTS

    At any general meeting, votes may be given in person or by proxy. Tyco's
Bye-Laws require that any proxy must be a shareholder of Tyco. Under Tyco's
Bye-Laws, not less than two holders of common shares present, in person or by
proxy, constitute a quorum at a general meeting except as provided under
"Variation of Rights" below.

    Under Bermuda law, questions proposed for consideration at a company's
general meeting are decided by a simple majority vote or by the vote required by
the bye-laws, except where a larger majority is required by law. Any question
proposed for consideration at a general meeting may be decided on a show of
hands, in which each shareholder present in person or by proxy is entitled to
one vote and casts this vote by raising his or her hand, unless, before or on
the declaration of the result of a show of hands, a poll is demanded by

    - the Chairman of the meeting;

    - at least three shareholders present in person or represented by proxy;

    - any shareholder or shareholders present in person or represented by proxy
      holding individually or between them at least 10% of the total voting
      rights of all shareholders having the right to vote at the meeting; or

    - a shareholder or shareholders present in person or by proxy holding shares
      conferring the right to vote at the meeting and on which an aggregate sum
      has been paid equal to at least 10% of the total sum paid up on all shares
      entitled to vote.

    Tyco's Bye-Laws provide that a shareholder is not entitled, except as proxy
for another shareholder, to be present or vote at any meeting, either personally
or by proxy, in respect of any share held by the shareholder (whether alone or
jointly with any other person) on which there shall not have been paid all calls
due and payable, together with interest and expenses. Tyco's Bye-Laws also
provide

                                       22
<PAGE>
that any person who is known or believed by Tyco to be interested in common
shares, and who has failed to comply with a notice from Tyco requesting
specified information regarding that person's interest in common shares, will
lose voting rights for the period the shareholder fails to comply with the
notice, plus an additional 90 days. In addition, a shareholder loses voting
rights,

    - if the shareholder has failed to comply with a notice under Tyco's
      Bye-Laws requiring the shareholder to make an offer in accordance with the
      City Code on Takeovers and Mergers of the United Kingdom, as applied by
      Tyco's Bye-Laws, or, as the case may be, in accordance with Tyco's
      Bye-Laws,

    - for a period of 180 days if the shareholder acquires three percent or more
      of the issued share capital of any class of Tyco, either alone or in
      concert with others, and fails to notify Tyco of the acquisition within
      two days, or, already possessing three percent or more of the issued share
      capital of any class of Tyco, fails to notify Tyco of a change in the
      shareholder's interests amounting to one percent or more of the share
      capital of any class, provided that Tyco notifies the shareholder of the
      loss of the voting rights.

LIQUIDATION

    On a liquidation of Tyco, holders of common shares are entitled to receive
any assets remaining after the payment of Tyco's debts and the expenses of the
liquidation, subject to special rights of any other class of shares.

SUSPENSION OF RIGHTS

    In certain circumstances, the rights of a shareholder to vote and to receive
any payment or income or capital in respect of a common share may be suspended.
Those circumstances include failure to provide information about ownership of
and other interests in common shares, if so required in accordance with Tyco's
Bye-Laws, as discussed above under "Voting Rights."

VARIATION OF RIGHTS

    If, at any time, the share capital of Tyco is divided into different classes
of shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may be varied with written consent
of the holders of three-fourths of the issued shares of that class, or by
resolution passed at a separate general meeting by a majority of three-fourths
of the holders of the shares of that class voting in person or by proxy. Under
Tyco's Bye-Laws, three shareholders holding not less than one-third of the
issued shares of a class, in person or by proxy, constitute a quorum at a
general meeting held for this purpose. At any adjournment of this meeting, two
shareholders of that class, in person or by proxy, constitute a quorum,
irrespective of the amount of their holdings.

SALE, LEASE OR EXCHANGE OF ASSETS AND MERGERS

    Under Bermuda law, there is no requirement for a company's shareholders to
approve a sale, lease or exchange of all or substantially all of a company's
property and assets. Bermuda law provides that a company may enter into a
compromise or arrangement in connection with a scheme for the reconstruction of
the company on terms that include, among other things, the transfer of all or
part of the undertaking or the property of the company to another company. Any
compromise or arrangement of this kind requires the approval of a majority in
number representing three-fourths in value of the creditors or shareholders or
class of shareholders, as the case may be, present and voting either in person
or by proxy at the meeting, and the sanction of the Bermuda Supreme Court.

    Under Bermuda law, unless the company's bye-laws provide otherwise, an
amalgamation requires the approval of the holders of at least three-fourths of
those voting at a meeting of shareholders at

                                       23
<PAGE>
which a requisite quorum is present. Tyco's Bye-Laws do not contain any contrary
provisions. For purposes of approval of an amalgamation, all shares, whether or
not otherwise entitled to vote, carry the right to vote. A separate vote of a
class of shares is required if the rights of that class would be altered by
virtue of the amalgamation.

SHARE ACQUISITIONS, BUSINESS COMBINATIONS AND RELATED PROVISIONS

    Under Tyco's Bye-Law 104(1)(A), if any person, whether as a result of one
transaction or a series of transactions, would be obligated to make an offer to
Tyco's security holders under the Rules of the City Code, Tyco's Board may
require that person to make an offer as if the City Code applied to Tyco. The
City Code provides that, when any person (and persons acting in concert with
that person) acquires shares which carry 30% or more of the voting rights of a
company, that person must make an offer for all shares of any class of equity
share capital (whether voting or non-voting) and also any voting non-equity
share capital in which that person or persons hold shares. The offer must be for
cash or offer a cash alternative, in each case at not less than the highest
price paid (in cash or otherwise) by the offeror, or anyone acting in concert
with the offeror, for shares of the same class during the offer period and
within the 12 months before commencement of the offer.

    Tyco's Bye-Law 104(3) further provides that, where any person is interested
in 30% or more of Tyco's outstanding common shares, Tyco's Board may serve a
notice requiring that person to make an offer for all of the outstanding
securities of Tyco if Tyco's Board determines that an offer under Tyco's Bye-Law
104(1)(A) is not expedient, or if a person required to make the offer fails to
do so. This offer must be made within 30 days of the demand on terms that
payment in full therefor will be made within 21 days of the offer becoming
unconditional in all respects. If Tyco's Board serves a notice under this
provision, the directors may also require that the offeror offer to purchase
securities of Tyco convertible into voting or non-voting shares of Tyco on terms
considered "fair and reasonable" by the directors in their sole discretion.
Unless Tyco's Board otherwise agrees, the offer must be for cash or must offer a
cash alternative at not less than the highest price paid by the offeror, or any
person acting in concert with the offeror, for shares of that class within the
preceding 12 months or, if that price is unavailable or inappropriate, at a
price fixed by the directors. Any offer of this kind must remain open for at
least 14 days after the date on which it becomes unconditional as to
acceptances.

    Tyco's Bye-Law 104(1)(B) provides that when any person has acquired, is in
the process of acquiring, or appears to Tyco's Board likely to acquire an
interest in shares of the Tyco in circumstances in which that person would be
subject to the "Rules Governing Substantial Acquisitions of Shares" issued by
the Takeover Panel of the United Kingdom, the directors may give notice
requiring that person to comply with these rules. If that person fails to
comply, the directors may give further notice requiring that person, within
28 days of the date of the notice, to dispose, or to procure the disposal by any
person with whom the person has acted in concert, of any interest in shares
acquired. These rules provide that a person may not, in any period of seven
days, acquire shares representing 10% or more of the voting rights in a company
if these shares, aggregated with shares already held by the purchaser, would
carry 15% or more, but less than 30%, of the voting rights of the company. The
rules do not apply to an acquisition from a single shareholder if the
acquisition is the only acquisition within a seven-day period and do not apply
to a person who acquires 30% or more of the voting rights in a company.

    Under Tyco's Bye-Laws, any person who acquires an interest in three percent
or more of the issued share capital of any class of Tyco is required to notify
Tyco of that interest and of any change in that person's interest amounting to
one percent or more of the issued capital of any class. This notification must
be made within two days (Saturday and Sundays excluded) after the relevant
event. In determining the percentage interest of any person for these purposes
and for the purposes of Bye-Law 104, interests of persons acting in concert may
be aggregated.

                                       24
<PAGE>
                        ENFORCEMENT OF CIVIL LIABILITIES

    The Company and Tyco have consented in each of the indentures to
jurisdiction in the United States federal and state courts in The City of New
York and to service of process in The City of New York in any legal suit, action
or proceeding brought to enforce any rights under or with respect to the
indentures, the debt securities and their guarantees. However, substantially all
of the Company's directly held assets consists of shares in its wholly-owned
subsidiary Tyco Group S.a.r.l., a Luxembourg company which, through its
subsidiaries, owns a substantial majority of the assets of the Company. A
substantial majority of Tyco's directly held assets consists of shares in the
Company. Accordingly, any judgment against the Company or Tyco in respect of the
related indenture, the debt securities or their guarantees, including for civil
liabilities under the United States federal securities laws, obtained in any
United States federal or state court may have to be enforced in the courts of
Luxembourg. Investors should not assume that the courts of Luxembourg would
enforce judgments of United States courts obtained against the Company or Tyco
predicated upon the civil liability provisions of the United States federal
securities laws or that such courts would enforce, in original actions,
liabilities against the Company or Tyco predicated solely upon such laws.

                              PLAN OF DISTRIBUTION

    The Company may sell debt securities to or through underwriters or dealers,
through underwriting syndicates led by one or more managing underwriters,
through or in connection with hedging transactions, or directly to other
purchasers or through agents. Each prospectus supplement will describe the
method of distribution of the offered securities, the purchase price and the
proceeds the Company will receive from such sale, any initial public offering
price and any securities exchanges on which the securities of such series may be
listed.

    The distribution of the debt securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.

    In connection with the sale of debt securities, underwriters may receive
compensation from the Company or from purchasers of debt securities for whom
they may act as agents in the form of discounts, concessions, or commissions.
Underwriters may sell debt securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions, or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers, and agents that participate in the
distribution of debt securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on the
resale of debt securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act. Any such underwriter or agent will be
identified, and any such compensation received from the Company will be
described, in the prospectus supplement.

    Underwriters and agents who participate in the distribution of debt
securities may be entitled under agreements which may be entered into by the
Company to indemnification by the Company and Tyco against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the agents or underwriters may be required to make relating to
such liabilities.

    If so indicated in the applicable prospectus supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase offered debt securities from
the Company pursuant to contracts providing for payment and delivery on a future
date. The applicable prospectus supplement will also set forth the conditions to
these contracts

                                       25
<PAGE>
and the commissions payable for solicitation of such contracts. Institutions
with which such contracts may be made include:

    -  commercial and savings banks,

    -  insurance companies,

    -  pension funds,

    -  investment companies, and

    -  educational and charitable institutions and others,

but in all cases such institutions must be approved by the Company. The
obligations of any purchaser under any such contract will be subject to the
condition that the purchase of the offered debt securities shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.

    All of the debt securities will be new issue with no established trading
market. Unless otherwise indicated in a prospectus supplement, the Company does
not currently intend to list any debt securities on any securities exchange. No
assurance can be given that the underwriters, dealers or agents, if any,
involved in the sale of the debt securities will make a market in such debt
securities. Whether or not any of the debt securities are listed on a national
securities exchange or the underwriters, dealers or agents, if any, involved in
the sale of the debt securities make a market in such debt securities, no
assurance can be given as to the liquidity of the trading market for such debt
securities.

    To facilitate an offering of securities, certain persons participating in
the offering may engage in transactions that stabilize, maintain, or otherwise
affect the price of the securities. This may include over-allotments or short
sales of the securities, which involves the sale by persons participating in the
offering of more securities than have been sold to them by the Company. In
addition, to cover such over-allotments or short positions, the persons may
purchase in the open market or exercise the over-allotment option granted to
such persons. In addition, such persons may stabilize or maintain the price of
the securities by bidding for or purchasing securities in the open market or by
imposing penalty bids, whereby selling concessions allowed to dealers
participating in any such offering may be reclaimed if securities sold by them
are repurchased in connection with stabilization transactions. The effect of
these transactions may be to stabilize or maintain the market price of the
securities above independent market levels. The persons participating in any
offering are not required to engage in these activities, and may end any of
these activities at any time.

    Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for the Company, Tyco and our
subsidiaries and affiliates in the ordinary course of business for which they
receive customary compensation.

                                 LEGAL MATTERS

    Certain U.S. legal matters regarding the debt securities, Tyco's guarantees
of the debt securities and the common shares will be passed upon for Tyco and
the Company by Wilmer, Cutler & Pickering, Washington, D.C. Certain matters
under the laws of Bermuda related to the guarantees of Tyco of the debt
securities and the common shares will be passed upon for Tyco by Appleby
Spurling & Kempe, Hamilton, Bermuda, Bermuda counsel to Tyco. Michael Jones, the
Secretary of Tyco, is a partner of Appleby Spurling & Kempe. Certain matters
under the laws of Luxembourg related to the debt securities will be passed upon
by Beghin & Feider in association with Allen & Overy, Luxembourg counsel to the
Company. Wilmer, Cutler & Pickering will rely on Appleby Spurling & Kempe with
respect to matters of Bermuda law and on Beghin & Feider in association with
Allen & Overy with respect to matters of Luxembourg law.

                                       26
<PAGE>
                                    EXPERTS

    The consolidated financial statements and financial statement schedule of
Tyco as of September 30, 1999 and 1998, and for the years ended September 30,
1999 and 1998 and the nine months ended September 30, 1997 included in Tyco's
Annual Report on Form 10-K/A filed on June 26, 2000, and incorporated by
reference in this document, have been audited by PricewaterhouseCoopers,
independent accountants, as set forth in their report included therein. In its
report, that firm states that with respect to certain subsidiaries its opinion
is based upon the reports of other independent accountants, namely Deloitte &
Touche LLP (as it relates to the consolidated statements of operations, changes
in stockholders' equity and cash flows of United States Surgical Corporation and
its subsidiaries for the nine-month period ended September 30, 1997 and the
related financial statement schedule for the nine-month period ended
September 30, 1997) and Arthur Andersen LLP (as it relates to the consolidated
balance sheet of AMP Incorporated and subsidiaries as of September 30, 1998, and
the related consolidated statements of income, shareholders' equity and cash
flows for the year ended September 30, 1998 and the nine months ended
September 30, 1997). The consolidated financial statements and financial
statement schedule referred to above have been incorporated herein in reliance
on said reports given on the authority of such firms as experts in auditing and
accounting.

                                       27
<PAGE>
                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

    The estimated expenses in connection with the issuance and distribution of
the debt securities covered by this registration statement are as follows:

<TABLE>
<S>                                                           <C>
SEC registration fee (actual)...............................  $  924,000
Printing and engraving expenses.............................  $  200,000
Legal fees and expenses.....................................  $  300,000
Accounting fees and expenses................................  $  150,000
Miscellaneous...............................................  $   50,000
                                                              ----------
        Total...............................................  $1,624,000
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Bye-Law 102 of Tyco's Bye-Laws provides, in part, that Tyco shall indemnify
its directors and other officers for all costs, losses and expenses which they
may incur in the performance of their duties as director or officer, provided
that such indemnification is not otherwise prohibited under the Companies Act
1981 (as amended) of Bermuda. Section 98 of the Companies Act 1981 (as amended)
prohibits such indemnification against any liability arising out of fraud or
dishonesty of the director or officer. However, such section permits Tyco to
indemnify a director or officer against any liability incurred by him in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favor or in which he is acquitted or when other similar relief is granted
to him.

    Tyco maintains $100 million of insurance to reimburse the directors and
officers of Tyco and its subsidiaries, including the Company and its
subsidiaries, for charges and expenses incurred by them for wrongful acts
claimed against them by reason of their being or having been directors or
officers of Tyco or any of its subsidiaries, including the Company and its
subsidiaries. Such insurance specifically excludes reimbursement of any director
or officer for any charge or expense incurred in connection with various
designated matters, including libel or slander, illegally obtained personal
profits, profits recovered by Tyco pursuant to Section 16(b) of the Exchange Act
and deliberate dishonesty.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
EXHIBIT NO.                                     DESCRIPTION
-----------             ------------------------------------------------------------
<S>                     <C>
   3.1                  Tyco's Memorandum of Association (incorporated by reference
                        to Exhibit 3.1 to Tyco's Annual Report on Form 10-K for the
                        year ended December 31, 1992)

   3.2                  Tyco's Certificate of Incorporation on change of name
                        (incorporated by reference to Exhibit 3.2 to Tyco's Current
                        Report on Form 8-K filed July 10, 1997)

   3.3                  Bye-laws of Tyco (incorporated by reference to Exhibit 3.3
                        to the Registrants' Form S-3 filed April 23, 1998 (File
                        Nos. 333-50855 and 333-50855-01) and to Exhibit 3.5 to
                        Tyco's Current Report on Form 8-K filed September 14, 1999)

   3.4                  Restated Articles of Association of the Company
                        (incorporated by reference to the Registrants' Form S-4
                        (File Nos. 333-93307 and 333-93307-01 filed December 21,
                        1999))
</TABLE>

                                      II-1
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.                                     DESCRIPTION
-----------             ------------------------------------------------------------
<S>                     <C>
   4.1                  Form of Senior Indenture (incorporated by reference to
                        Exhibit 4.1 to the Registrants' Post-Effective Amendment
                        No. 1 to Form S-3 filed June 9, 1998 (File Nos. 333-50855
                        and 333-50855-01))

   4.2                  Form of Subordinated Indenture

   4.3                  Form of Tyco's Common Share Certificate (incorporated by
                        reference to Exhibit 4.7 to Tyco's Form S-3 filed
                        February 13, 1998 (File No. 333-43333))

   5.1                  Opinion of Appleby Spurling & Kempe*

   5.2                  Opinion of Beghin & Feider in association with Allen &
                        Overy*

   5.3                  Opinion of Wilmer, Cutler & Pickering*

   12                   Tyco International Ltd. Computation of Ratio of Earnings to
                        Fixed Charges

   23.1                 Consent of PricewaterhouseCoopers

   23.2                 Consent of Deloitte & Touche LLP

   23.3                 Consent of Arthur Andersen LLP

   23.4                 Consent of Appleby Spurling & Kempe (contained in the
                        opinion filed as Exhibit 5.1 hereto)*

   23.5                 Consent of Beghin & Feider in association with Allen & Overy
                        (contained in the opinion filed as Exhibit 5.2 hereto)*

   23.6                 Consent of Wilmer, Cutler & Pickering (contained in the
                        opinion filed as Exhibit 5.3 hereto)*

   24                   Powers of Attorney (contained on the signature pages hereto)

   25.1                 Statement of Eligibility of Trustee on Form T-1 for Senior
                        Indenture (incorporated by reference to Exhibit 25 to the
                        Registrants' Form S-3 filed April 23, 1998
                        (File Nos. 333-50855 and 333-50855-01)

   25.2                 Statement of Eligibility of Trustee on Form T-1 for
                        Subordinated Indenture*
</TABLE>

------------------------
*   To be filed by amendment or under cover of Form 8-K and incorporated herein
    by reference

ITEM 17. UNDERTAKINGS

    (a) The undersigned Registrants hereby undertake:
        (1) To file, during any period in which offers or sales are being made,
    a post-effective amendment to this registration statement:
           (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933;
           (ii) To reflect in the prospectus any facts or events arising after
       the effective date of this registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth in
       this registration statement. Notwithstanding the foregoing, any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the maximum aggregate offering price may be reflected in
       the form of prospectus filed with the Securities and Exchange Commission
       pursuant to Rule 424(b), if, in the aggregate, the changes in volume and
       price represent no

                                      II-2
<PAGE>
       more than a 20 percent change in the maximum aggregate offering price set
       forth in the "Calculation of Registration Fee" table in the effective
       registration statement; and

           (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in this registration statement or
       any material change to such information in this registration statement;

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
    the registration statement is on Form S-3, Form S-8 or Form F-3, and the
    information required to be included in a post-effective amendment by those
    paragraphs is contained in periodic reports filed or furnished to the
    Commission by the Registrant pursuant to Section 13 or 15(d) of the
    Securities and Exchange Act of 1934 that are incorporated by reference in
    the registration statement.

        (2) That, for purposes of determining any liability under the Securities
    Act of 1933, each such post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be the initial
    BONA FIDE offering thereof.

        (3) To remove from registration by means of a post-effective amendment
    any of the securities being registered which remain unsold at the
    termination of the offering.

    (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

    (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant, pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Exeter, State of New Hampshire, on the 18th day of
August, 2000.

<TABLE>
<S>                                                    <C>  <C>
                                                       TYCO INTERNATIONAL LTD.

                                                       By:              /s/ MARK H. SWARTZ
                                                            -----------------------------------------
                                                                          Mark H. Swartz
                                                                   EXECUTIVE VICE PRESIDENT AND
                                                                     CHIEF FINANCIAL OFFICER
                                                                       (PRINCIPAL FINANCIAL
                                                                     AND ACCOUNTING OFFICER)
</TABLE>

    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints L. DENNIS KOZLOWSKI AND MARK H. SWARTZ, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this registration statement (including all pre-effective and
post-effective amendments thereto and all registration statements filed pursuant
to Rule 462(b) which incorporate this registration statement by reference), and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on August 18,
2000 in the capacities indicated below.

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE
                      ---------                                   -----
<C>                                                    <S>                          <C>
                                                       Chairman of the Board,
               /s/ L. DENNIS KOZLOWSKI                   President, Chief
     -------------------------------------------         Executive Officer and
                 L. Dennis Kozlowski                     Director (Principal
                                                         Executive Officer)

               /s/ MICHAEL A. ASHCROFT
     -------------------------------------------       Director
                 Michael A. Ashcroft

                /s/ JOSHUA M. BERMAN
     -------------------------------------------       Director and Vice President
                  Joshua M. Berman

                /s/ RICHARD S. BODMAN
     -------------------------------------------       Director
                  Richard S. Bodman
</TABLE>

                                      II-4
<PAGE>

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE
                      ---------                                   -----
<C>                                                    <S>                          <C>
                  /s/ JOHN F. FORT
     -------------------------------------------       Director
                    John F. Fort

                 /s/ STEPHEN W. FOSS
     -------------------------------------------       Director
                   Stephen W. Foss

                /s/ PHILIP M. HAMPTON
     -------------------------------------------       Director
                  Philip M. Hampton

                  /s/ WENDY E. LANE
     -------------------------------------------       Director
                    Wendy E. Lane

              /s/ JAMES S. PASMAN, JR.
     -------------------------------------------       Director
                James S. Pasman, Jr.

                /s/ W. PETER SLUSSER
     -------------------------------------------       Director
                  W. Peter Slusser

                                                       Executive Vice President
                 /s/ MARK H. SWARTZ                      and Chief Financial
     -------------------------------------------         Officer (Principal
                   Mark H. Swartz                        Financial and Accounting
                                                         Officer)

               /s/ FRANK E. WALSH, JR.
     -------------------------------------------       Director
                 Frank E. Walsh, Jr.
</TABLE>

                                      II-5
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Luxembourg, on the 18th day of August, 2000.

<TABLE>
<S>                                                    <C>  <C>
                                                       TYCO INTERNATIONAL GROUP S.A.

                                                       By:             /s/ RICHARD W. BRANN
                                                            -----------------------------------------
                                                                         Richard W. Brann
                                                                        MANAGING DIRECTOR
                                                                       (PRINCIPAL FINANCIAL
                                                                     AND ACCOUNTING OFFICER)
</TABLE>

    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints RICHARD W. BRANN AND MARK H. SWARTZ, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this registration statement (including all pre-effective and
post-effective amendments thereto and all registration statements filed pursuant
to Rule 462(b) which incorporate this registration statement by reference), and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on August 18,
2000 in the capacities indicated below.

<TABLE>
<CAPTION>
                SIGNATURE                                              TITLE
                ---------                                              -----
<C>                                                  <S>
          /s/ RICHARD W. BRANN                       Managing Director
----------------------------------------
            Richard W. Brann

            /s/ ERIK D. LAZAR                        Managing Director
----------------------------------------
              Erik D. Lazar

          /s/ ALASTAIR MACGOWAN                      Director
----------------------------------------
            Alastair Macgowan
</TABLE>

                                      II-6
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                                     DESCRIPTION
-----------             ------------------------------------------------------------
<S>                     <C>
   3.1                  Tyco's Memorandum of Association (incorporated by reference
                        to Exhibit 3.1 to Tyco's Annual Report on Form 10-K for the
                        year ended December 31, 1992)

   3.2                  Tyco's Certificate of Incorporation on change of name
                        (incorporated by reference to Exhibit 3.2 to Tyco's Current
                        Report on Form 8-K filed July 10, 1997)

   3.3                  Bye-Laws of Tyco (incorporated by reference to Exhibit 3.3
                        to the Registrants' Form S-3 filed April 23, 1998 (File
                        Nos. 333-50855 and 333-50855-01) and to Exhibit 3.5 to the
                        Registrants' Current Report on Form 8-K filed September 14,
                        1999)

   3.4                  Restated Articles of Association of the Company
                        (incorporated by reference to the Registrants' Form S-4
                        (File Nos. 333-93307 and 333-93307-01 filed December 21,
                        1999))

   4.1                  Form of Senior Indenture (incorporated by reference to
                        Exhibit 4.1 to the Registrants' Post-Effective Amendment
                        No. 1 to Form S-3 filed June 9, 1998 (File Nos. 333-50855
                        and 333-50855-01))

   4.2                  Form of Subordinated Indenture

   4.3                  Form of Tyco's Common Share Certificate (incorporated by
                        reference to Exhibit 4.7 to Tyco's Form S-3 filed
                        February 13, 1998 (File No. 333-43333))

   5.1                  Opinion of Appleby Spurling & Kempe*

   5.2                  Opinion of Beghin & Feider in association with Allen &
                        Overy*

   5.3                  Opinion of Wilmer, Cutler & Pickering*

   12                   Tyco International Ltd. Computation of Ratio of Earnings to
                        Fixed Charges

   23.1                 Consent of PricewaterhouseCoopers

   23.2                 Consent of Deloitte & Touche LLP

   23.3                 Consent of Arthur Andersen LLP

   23.4                 Consent of Appleby Spurling & Kempe (contained in the
                        opinion filed as Exhibit 5.1 hereto)*

   23.5                 Consent of Beghin & Feider in association with Allen & Overy
                        (contained in the opinion filed as Exhibit 5.2 hereto)*

   23.6                 Consent of Wilmer, Cutler & Pickering (contained in the
                        opinion filed as Exhibit 5.3 hereto)*

   24                   Powers of Attorney (contained on the signature pages hereto)

   25.1                 Statement of Eligibility of Trustee on Form T-1 for Senior
                        Indenture (incorporated by reference to Exhibit 25 to the
                        Registrants' Form S-3 filed April 23, 1998
                        (File Nos. 333-50855 and 333-50855-01))

   25.2                 Statement of Eligibility of Trustee on Form T-1 for
                        Subordinated Indenture*
</TABLE>

------------------------

*   To be filed by amendment or under cover of Form 8-K and incorporated herein
    by reference