SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 10)
Tender Offer Statement
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
ADT Limited
(Name of Subject Company)
Western Resources, Inc.
Westar Capital, Inc.
(Bidders)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
000915108
(CUSIP Number of Class of Securities)
John K. Rosenberg
Executive Vice President and General Counsel
Western Resources, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
Phone: (913) 575-6300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Bidders)
Copy to:
Neil T. Anderson
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
<PAGE>
This Amendment No.10 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1"), originally filed by Western Resources,
Inc., a Kansas corporation ("Western Resources"), on March 17, 1997 relating
to the exchange offer disclosed therein to exchange all of the outstanding
Shares for shares of Western Resources Common Stock upon the terms and subject
to the conditions set forth in the Prospectus, dated March 14, 1997, and the
related Letter of Transmittal. Capitalized terms used and not defined herein
shall have the meanings set forth in the Schedule 14D-1.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the
following:
(a)(12) News release/employee update issued by Western Resources, Inc.
on June 12, 1997.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
WESTERN RESOURCES, INC.
Date June 13, 1997 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(12) News release/employee update issued by 1
Western Resources, Inc. on June 12, 1997
<PAGE>
Exhibit No. (a)(12)
The following news release/employee update was issued by Western Resources,
Inc. on June 12, 1997:
WESTERN RESOURCES TO CONTINUE ITS ADT LITIGATION IN BERMUDA,
CASE NOT WITHDRAWN DESPITE REPORTS
TOPEKA, Kansas, June 12, 1997 (3:15 p.m. CDT) -- Western Resources
(NYSE:WR) said that contrary to a news release issued today by ADT Limited,
Western Resources fully intends to vigorously pursue litigation in Bermuda
giving Western Resources appraisal rights. According to Western Resources, ADT
has inaccurately reported in its news release actions taken today before the
Supreme Court of Bermuda, which are a matter of record.
ADT abandoned its motion to dismiss the Bermuda litigation when Western
Resources modified its petition, which seeks the right to receive cash if the
ADT/Tyco transaction is completed.
Western Resources soon will request an expedited trial date from the
Bermuda court, and expects a decision before the end of the year. Western
Resources plans to ask that the Florida litigation be suspended pending the
outcome of the Bermuda litigation.
The company today said it still is reviewing its options with respect to
the Tyco bid for ADT and has made no final decision regarding its best course
of action as an ADT shareowner. Our only concern is the best interests of our
shareowners, Western Resources said.
The company also announced today it is postponing its June 17
shareowners meeting to approve the ADT transaction. A new meeting will be
announced at a later date.
This news release/employee update is neither an offer nor an exchange
nor a solicitation of an offer to exchange shares of common stock of ADT
Limited. Such offer is made solely by the Prospectus dated March 14, 1997, and
the related Letter of Transmittal, and is not being made to, nor will tenders
be accepted from or on behalf of, holders of shares of common stock of ADT
Limited in any jurisdiction in which the making of such offer or the
acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdictions where securities, blue sky or other laws
require such offer to be made by a licensed broker or dealer, such offer shall
be deemed to be made on behalf of Western Resources, Inc. by Salomon Brothers
Inc; Bear, Stearns & Co. Inc; and Chase Securities Inc, or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
