SCHEDULE 14A INFORMATION
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the Securities Exchange Act of 1934
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ADT LIMITED
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(Name of Registrant as Specified In Its Charter)
WESTERN RESOURCES, INC.
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(Name of Person(s) Filing Proxy Statement)
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The following news release / employee update was issued by Western Resources,
Inc. on March 11, 1997:
WESTERN RESOURCES CHALLENGES
ADT'S REVISIONS TO "POISON PILL"
TOPEKA, Kansas, March 11, 1997 (8:30 am CST) -- Western Resources
(NYSE:WR) yesterday filed an amended complaint in the United States
District Court for the Southern District of Florida to invalidate
ADT's recent revision to its "poison pill".
The ADT "poison pill" amendment adds what are known as "dead hand"
provisions, which attempt to reserve to the current ADT board members
the exclusive right to redeem the plan even if they are voted out of
office by shareowners who favor Western Resources' offer for ADT.
"These revisions clearly are intended to interfere with the
shareowner vote on Western Resources' proposal to replace the ADT
board of directors and is yet another example of ADT's contempt for
shareowner voting rights," said John E. Hayes, Jr., Western Resources
chairman of the board and chief executive officer.
"Our view is that these "dead hand" provisions are invalid because
they serve no purpose but to entrench management and, consequently,
infringe on the rights of shareowners. Western Resources remains
commited to ensuring that ADT's shareowners have the opportunity to
consider Western Resources' proposed offer for ADT, regardless of the
obstacles that the ADT board chooses to place in our path," said
Hayes.
Western Resources (NYSE:WR) is a full-service, diversified energy
company with total assets of almost $6 billion. Its utilities, KPL and
KGE, operating in Kansas and Oklahoma, provide natural gas service to
approximately 650,000 customers and electric service to approximately
600,000 customers. Through its unregulated subsidiaries, Westar Energy,
Westar Security, Westar Capital, and The Wing Group, a full range of
energy, security and related products and services are developed and
marketed in the continental U.S., and offshore.
For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wstnres.com.
ADT - pg. 2
COMMON SHARES OF ADT LIMITED ("ADT") HELD BY WESTAR CAPITAL, INC.
("WESTAR") AND CERTAIN DIRECTORS AND EXECUTIVE OFFICERS, EMPLOYEES AND
OTHER REPRESENTATIVES, INCLUDING DIRECTOR NOMINEES, OF WESTERN
RESOURCES, INC. ("WESTERN RESOURCES") AND WESTAR, AND CERTAIN
TRANSACTIONS BETWEEN ANY OF THEM AND ADT
Western Resources and Westar may solicit proxies in order to
replace the Board of Directors of ADT with their nominees, Steven L.
Kitchen and Steven A. Millstein. The participants in this solicitation
may include Western Resources and Westar, John E. Hayes, Jr. and David
C. Wittig, each a director of Western Resources, and the following
executive officers and employees of Western Resources or Westar
(unless otherwise indicated, each is an executive officer or employee
of Western Resources): Steven L. Kitchen (E.V.P. and C.F.O.), Carl M.
Koupal, Jr. (E.V.P. and C.A.O.), John K. Rosenberg (E.V.P. and G.C.),
Jerry D. Courington (Controller), James A. Martin (V.P.), Richard D.
Terrill (Secretary), Steven A. Millstein (President, Westar Security),
Michel' J. Philipp, Bruce A. Akin, Craig A. Weingartner, Lori A.
Finney, Carolyn Starkey and Bruce Burns.
Westar beneficially owns approximately 27% of the Common Shares of
ADT all of which were purchased in privately negotiated and open
market purchases during the last two years.
Other than as set forth herein, as of the date of this news
release, neither Western Resources or Westar nor any of their
respective directors, executive officers, employees or other
representatives, including director nominees, who may solicit proxies
has any security holdings in ADT.
Although Salomon Brothers Inc ("Salomon"), Bear Stearns & Co. Inc.
("Bear Stearns") and Chase Securities Inc. ("Chase"), financial
advisors to Western Resources, and Barnes Associates, Inc. ("Barnes
Associates") and Deloitte & Touche, consultants to Western Resources,
do not admit that they or any of their directors, officers, employees
or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the
Securities and Exchange Commission, or that Schedule 14A requires the
disclosure of certain information concerning them, Gregg S. Polle
(Managing Director), Arthur H. Tildesley, Jr. (Director), Bill Murphy
(Vice President) and Chad Rucker (an Associate), in each case of
Salomon, Douglas T. Lake (Senior Managing Director), Rich Osler
(Managing Director) and David F. Huff (Vice President), in each case
of Bear Stearns, Mark Davis (Managing Director), John Bass (Vice
President) and Andrew Quigley (Associate), in each case of Chase,
Michael S. Barnes (President) and Mark Gronowski (Senior Vice
President), in each case of Barnes Associates, and Tom Flaherty
(National Partner) and Chris Bracken (Senior Consultant), in each case
of Deloitte & Touche, may assist Western Resources and Westar in such
a solicitation. Salomon, Bear Stearns and Chase engage in a full range
of investment banking, securities trading, market-making and brokerage
services for institutional and individual clients. In the normal
course of their business, Salomon, Bear Stearns and Chase may trade
securities of ADT for their own account and the account of their
customers and, accordingly, may at any time hold a long or short
position in such securities. Salomon Brothers Inc has advised Western
Resources that as of December 13, 1996, Salomon held a short position
with respect to 10,800 common shares of ADT, and beneficially owned
Liquid Yield Option Notes of an affiliate of ADT exchangeable for
14,595 common shares of ADT. Bear Stearns and Chase have advised
Western Resources that they have no beneficial ownership of securities
of ADT or its affiliates. Michael S. Barnes has advised Western
Resources that he owns 700 common shares of ADT.
Except as disclosed above, to the knowledge of Western Resources
and Westar, none of Western Resources or Westar, or their respective
directors, executive officers, employees or other representatives,
including director nominees, named above has any interest, direct or
indirect, by security holdings or otherwise, in ADT.
This news release/employee updated is neither an offer nor an exchange
nor a solicitation of an offer to exchange shares of common stock of ADT
Limited. A registration statement relating to the Western Resources
securities referred to in this news release has been filed with the
Securities and Exchange Commission but has not yet become effective.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities
laws of any such state.
