SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ADT Limited
(Name of Issuer)
Common Shares, Par Value $.10 Per Share
(Title of Class and Securities)
000915306
(CUSIP Number of Class of Securities)
Richard L. Handley
Senior Vice President and General Counsel
Republic Industries, Inc.
200 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, FL 33301
Telephone: (954) 627-6000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Stephen F. Arcano
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
September 27, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Statement because of Rule 13d-1(b)(3) or (4), check the
following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 000915306
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Republic Industries, Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF 15,000,000
SHARES -----------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH -----------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 15,000,000
WITH -----------------------------------
(10) SHARED DISPOSITIVE POWER
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000,000
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.1%
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(14) TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This Amendment No. 1 to Statement on Schedule 13D relates to
the common shares, par value $.10 per share (the "Common Shares"), of ADT
Limited, a corporation organized under the laws of Bermuda ("ADT"). The
principal executive offices of ADT are located at Cedar House, 41 Cedar
Avenue, Hamilton HM12, Bermuda.
Item 4. Purpose of the Transaction
Pursuant to an agreement dated as of September 27, 1996,
Republic Industries, Inc. ("Republic"), R.I./Triangle, Ltd. ("Triangle")
and ADT terminated by mutual consent the Agreement and Plan of Amalgamation
dated as of July 1, 1996 and amended as of July 15, 1996 (as amended, the
"Amalgamation Agreement") to which they were party. In connection
therewith, ADT and Republic modified the terms of the Common Share Purchase
Warrant granted by ADT to Republic (the "Warrant") to include certain
restrictions on the issuance of Common Shares pursuant to the Warrant to
any Person who has acquired interests in 10% or more of any class of shares
of ADT (other than interests acquired by virtue of the holding of the
Warrant) on the transfer of Common Shares issued to Republic or its
affiliates upon exercise of the Warrant.
The foregoing summary of the termination of the Amalgamation
Agreement and the modifications to the Warrant does not purport to be
complete and is qualified in its entirety by reference to Amendment No. 2
to Agreement and Plan of Amalgamation, dated as of September 27, 1996, by
and among Republic, Triangle and ADT, which is attached as Exhibit D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The Warrant became exercisable upon termination of
the Amalgamation Agreement. In connection with such termination, the
Warrant was amended as described in Item 4. Republic may be deemed to have
sole voting and dispositive power with respect to the ADT Common shares
subject to the Warrant and, accordingly, may be deemed to beneficially own
15,000,000 Common Shares of ADT, or approximately 10.1% of the ADT Common
Shares outstanding on August 5, 1996 (based on the number of Common Shares
outstanding on such date as disclosed in ADT's Quarterly Report on Form
10-Q for the period ended June 30, 1996), assuming exercise of the Warrant.
Item 7. Materials to be filed as Exhibits.
Exhibit D -- Amendment No. 2 to Agreement and Plan of
Amalgamation, dated as of September 27,
1996, by and among Republic, Triangle and
ADT.
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: October 2, 1996
Republic Industries, Inc.
By: /s/ Richard L. Handley
_________________________
Richard L. Handley
Senior Vice President and
General Counsel
EXHIBIT INDEX
Exhibit Description
D Amendment No. 2 to Agreement and Plan of
Amalgamation, dated as of September 27,
1996, by and among Republic, Triangle and ADT.
CONFORMED COPY
AMENDMENT NO. 2
to
AGREEMENT AND PLAN OF AMALGAMATION
(INCLUSIVE OF AN AMENDMENT TO THE WARRANT)
Amendment, dated as of the 27th day of September, 1996, to the
Agreement and Plan of Amalgamation, dated as of the first day of July,
1996, as amended on July 15, 1996 (as amended, the "Agreement") by and
among Republic Industries, Inc., a Delaware corporation ("Parent"),
R.I./Triangle, Ltd., a Bermuda company limited by shares and a wholly owned
subsidiary of Parent ("Acquisition"), and ADT Limited, a Bermuda company
limited by shares (the "Company"), which Amendment includes an amendment to
the Common Share Purchase Warrant issued by the Company on July 1, 1996.
Capitalized terms used but not separately defined herein shall have the
meanings assigned to such terms in the Agreement.
WHEREAS, Parent, Acquisition, and the Company are parties to
the Agreement;
WHEREAS, Parent, Acquisition and the Company desire to
terminate the Agreement;
WHEREAS, Parent and the Company desire to amend the Warrant
previously issued to Parent by the Company;
NOW, THEREFORE, in consideration of the premises hereinafter
set forth, the parties hereto, intending to be legally bound hereby, agree
as follows:
1. Termination. (a) The parties hereby terminate the Agreement
pursuant to Section 7.1(a) thereof.
(b) The parties acknowledge that the effects of the
termination of the Agreement shall be as provided in Section 7.2 of the
Agreement and that none of the parties has breached any material provision
of the Agreement prior to the date hereof.
2. Amendment to Warrant. Parent and Company agree that the
Warrant shall be amended by adding the following new Section 24:
"24. Restrictions relating to Persons interested in 10% or more of the
shares of the Company. Notwithstanding any other provision of this
Warrant and in addition and without prejudice to all other
restrictions contained herein:
(a) the Company shall not be required to issue shares of Common
Stock (or Other Securities) pursuant to any obligation contained in
this Warrant and no shares shall be deemed to have been issued
under this Warrant to any Person who has acquired interests in
shares in the Company (other than interests acquired by virtue of
the holding of this Warrant) which amount to 10% or more of the
issued share capital of any class of the Company; and
(b) save pursuant to the procedures described in Section 13 above,
no Common Stock (or Other Securities) issued to Parent Co. or any
of its Affiliates or nominees upon exercise of this Warrant shall
be knowingly sold, assigned or otherwise transferred to any Person
who Parent Co. has reasonable cause to believe (after reasonable
enquiry, which shall include enquiry of the Company) has acquired
interests in shares of the Company which amount to 10% or more of
the issued share capital of any class of the Company
and, for the purposes of the above, the phrase "interests in
shares" shall be construed in the same manner as if it were being
construed for the purposes of and in accordance with Bye-Law 46 of
the Company's Bye-Laws and shall include interests in shares of any
Person deemed to be acting in concert within the meaning of those
Bye-Laws."
3. References. All references to the "Agreement" in this
Amendment shall mean the Agreement as previously amended and as amended
hereby. All references to the "Warrant" in this Amendment shall be deemed
to refer to the Warrant as amended by this Amendment. Except as expressly
amended hereby, the terms and conditions of the Warrant shall remain in
full force and effect.
4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of Bermuda without regard to
principles of conflicts of laws.
5. Counterparts. This Amendment may be executed in
counterparts, which together shall constitute one and the same Amendment.
The parties may execute more than one copy of this Amendment, each of which
shall constitute an original.
IN WITNESS WHEREOF, the undersigned parties hereto have
executed this Amendment as of the date first above written.
REPUBLIC INDUSTRIES, INC.
By: /s/ Steven R. Berrard
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Name: Steven R. Berrard
Title: Vice President [SEAL]
R.I./TRIANGLE, LTD.
By: /s/ Thomas W. Hawkins
----------------------
Name: Thomas W. Hawkins
Title: Sr. Vice President
[SEAL]
ADT LIMITED
THE COMMON SEAL ) By: /s/ M.A. Ashcroft
OF ADT LIMITED ) ----------------------
WAS HEREUNTO AFFIXED ) Name: M.A. Ashcroft
IN THE PRESENCE OF: ) Title: Director
By: /s/ S.J. Ruzika
----------------------
Name: S.J. Ruzika
Title: Director
