Today Tyco International Ltd shareholders will be asked to vote on a pay increase for the board of directors, after shares in the company plunged more than ten percent following continuing concern about the company's accounting practices and its long-term prospects.

The Chairman and Chief Executive of Tyco, Dennis Kozlowski is expected to be in Bermuda to attend the Annual General Meeting at Hamilton Princess Hotel at 11 a.m.

At the meeting shareholders will be asked to re-elect the board of directors, approve an increased limit for director remuneration and to re-appoint the company's auditors.

They will also vote on authorising the board of directors to fix their renumeration.

But the board may face trouble at the meeting after a New York Times column on Friday highlighted Tyco's recent acquisitions of AMP Inc and United States Surgical.

Both of these companies took big losses just before the acquisitions closed, allowing those businesses to show strong growth after they were acquired by Tyco.

On Monday a similar article in the Wall Street Journal reiterated these concerns, and shares of Tyco fell nearly 11 percent to close at $35.625 on the New York Stock Exchange.

Tyco's problems began in mid-October when Dallas-based research firm David W.

Tice (SIC) raised questions about the company's method of accounting for mergers.

The company, maker of Curaid bandages, fire fighting equipment and ADT security systems, has been feverishly acquiring businesses in recent years.

But a sharp drop in the price of stock -- down about 32 percent in the past few weeks -- has prompted worries that the company may find it more difficult to use its stock as currency and make additional acquisitions.

Jackson Blackstock, an analyst at Donaldson, Lufkin and Jenrette, said about Tyco's current predicament: "I think it's lingering concerns, noise, over some of this accounting stuff.'' But he added that Tyco had strong internal growth and has relied on stock for only a few of its acquisitions.

On Monday Tyco responded strongly to the New York Times article in a letter to the paper from Mark Swartz, Tyco's chief financial officer.

He said: "It is inexplicable to us why after all of the time we spent talking to you that you would ignore the facts to justify an article.

"By writing before you read, you have fundamentally misled your readers and the marketplace.

"You state in your article -- which you concede relies on the analysis of someone with a short position in Tyco stock -- that losses at AMP and US Surgical prior to their acquisition by Tyco `were never reported to investors'.

"As you know, that is not true. Complete income statements that clearly show the losses to which you refer at each of these companies are included in Tyco 8-K filings made on December 10, 1998 and June 3, 1999 for US Surgical and AMP respectively. Copies of these filings were provided to you and were and still are easily accessible by the public.

"Furthermore, the costs you cite do not qualify for a single line presentation in the SEC filings, as to do so would be misleading to shareholders and not in accordance with GAAP.

"We also discussed that the acquisitions of US Surgical and AMP closed after the end of a quarterly reporting period to allow investors to review the result of Tyco before merger restatements which in fact provides this relevant information in a clearer form.'' Mr. Swartz added that the article misquoted him and said: "Punishing good companies with clean accounting just to make a point serves no one.'' Tyco International Ltd donated $100,000 to the Family Resource Centre yesterday. Tyco vice president and assistant secretary Byron Kalogerou praised the centre for all its work before handing the cheque over to David Ezekiel, chairman of the Family Resource Network.