WASHINGTON (dpa-AFX) - Tyco International Ltd.(TYC) announced that it has filed preliminary proxy materials with the U.S. Securities and Exchange Commission seeking approval by the company's shareholders for its previously announced plan to separate into three independent companies.
Under the plan announced on September 19, 2011, Tyco will spin off its North American residential and small business security company and its flow control business by means of tax-free stock dividends to Tyco shareholders.
In addition, as announced on March 28, 2012, Tyco will combine its flow control business with Pentair, Inc. in a tax-free all-stock merger that will occur immediately following the dividend distribution of the flow control business.
In connection with the proposed merger between Pentair and the flow control business, a registration statement has been filed with the SEC.
Tyco has also proposed for shareholder approval a post-separation quarterly dividend of $0.15 per share payable to Tyco shareholders on November 15, 2012 and February 20, 2013. These dividends would only be payable upon completion of the separation and would replace the previously approved Tyco International dividend payments for the same dates.
Tyco's proxy filing includes a proposal for the election of two nominees to the board of directors of the Fire & Security public company, which will consist of nine current members of Tyco's board and the two nominees.
In a separate press release, Tyco International announced that Arun Nayar will become executive vice president and chief financial officer of the remaining Fire & Security company upon the separation of Tyco into three independent companies.
Nayar, 61, is senior vice president, financial planning & analysis, investor relations and treasurer for Tyco. He joined the company in 2008 as senior vice president and treasurer, and also served as chief financial officer of ADT Worldwide.
Prior to joining Tyco, Nayar spent six years at PepsiCo, Inc., in key roles, including chief financial officer of operations, and vice president and assistant treasurer of capital markets.
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