The purpose of the transactions described in this Amendment was to
enable FiberCore to obtain revolving credit financing from Fleet National
Bank in order to meet its working capital needs. Fleet National Bank advised
FiberCore that it was unwilling to extend such financing without TIGSA's
guarantee. TIGSA was willing to guarantee the bank loan provided that
FiberCore agree to pay the quarterly fees, abide by the requirements and
restrictions and make the reimbursements specified in the Guarantor
Indemnification Agreement. The purpose of the issuance of the Series A
-7-
Preferred Stock was to give TIGSA the right (but not the obligation) to elect
a majority of FiberCore's board of directors as a remedy in the event of a
default under the Guarantor Indemnification Agreement.
Under the terms of the Guarantor Indemnification Agreement discussed in
Item 3 and the terms of the Designation of Rights, Privileges and Preferences of
Series A Preferred Stock discussed in Item 6, prior to an event of default under
that agreement, FiberCore must permit TIGSA to designate one director to serve
as a member of FiberCore's board of directors. TIGSA selected Michael Robinson
as its representative on FiberCore's board of directors. In the Schedule 13D
filed on September 5, 2000 to which this Amendment relates, the Reporting
Persons reported FiberCore's intention to nominate Mark H. Swartz as a member of
FiberCore's board of directors. Instead, prior to the transactions described in
this Amendment, FiberCore nominated Mr. Robinson to serve as Tyco's
representative on the FiberCore board of directors.
Except as set forth above and in the initial Schedule 13D, none of the
Reporting Persons nor, to the best knowledge of each Reporting Person, any of
the persons named in the Schedules to this Amendment, has any plans or proposals
that relate to or would result in any of the matters referred to in items (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of January 5, 2001, Tyco beneficially owns through TEC, Tyco
Sigma and TIGSA a total of 11,640,994 shares of Common Stock,
constituting approximately 21.46% of the 54,255,132 total shares
outstanding. The total number of shares of Common Stock
outstanding is the number of shares outstanding as of October 31,
2000, as such number was disclosed in the Quarterly Report on
Form 10-Q filed by FiberCore for the quarterly period ended
September 30, 2000, plus 12,790 shares of Common Stock that TIGSA
had the right to elect to receive within 60 days of January 5,
2001 as fees under the Guarantor Indemnification Agreement. The
number of shares that could be received under the Guarantor
Indemnification Agreement is estimated based on the market price
of the Common Stock during the ten trading days preceding January
2, 2001.
(b) Tyco has shared voting and dispositive power with respect to
11,640,994 shares of Common Stock. Tyco shares voting and
dispositive power with TEC as to 10,275,829 shares of Common
Stock, with Tyco Sigma as to 1,352,375 shares of Common Stock and
with TIGSA as to 10,288,619 shares of Common Stock. TEC has
shared voting and dispositive power with Tyco and TIGSA as to
10,275,829 shares of Common Stock, but it has no voting or
dispositive power as to the Common Stock owned by Tyco Sigma or
the Common Stock TIGSA may elect to receive under the Guarantor
Indemnification Agreement. Tyco Sigma has shared voting and
dispositive power with Tyco as to 1,352,375 shares of Common
Stock, but it has no voting or dispositive power as to the Common
Stock owned by TEC or TIGSA. TIGSA has shared voting and
dispositive power with Tyco as to 10,288,619 shares of Common
Stock and with TEC as to 10,275,829 shares of Common Stock, but
it has no voting or dispositive power as to the Common Stock
owned by Tyco Sigma.
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above from 13D/A filed 1/9/01
Top Mutual Fund Holders of FBCE Shares Value
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