WESTERN RESOURCES INC /KS
DFAN14A, 1997-07-02
ELECTRIC & OTHER SERVICES COMBINED
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                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934

    Filed by the Registrant / /
    Filed by a Party other than the Registrant /X/

    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Definitive Proxy Statement
    / /  Definitive Additional Materials
    /X/  Soliciting  Material  Pursuant  to Rule 14a-11(c) or
         or Rule 14a-12

                             ADT LIMITED
- ----------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                        WESTERN RESOURCES, INC.
- ----------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii),  14a-6(i)(1), or 14a-6(i)(2) / /
$500 per each party to the controversy pursuant to Exchange Act
         Rule 14a-6(i)(3)
/ /  Fee computed  on   table  below   per  Exchange   Act  Rules  14a-6(i)(4)
     and 0-11

     1) Title of each class of securities to which transaction applies:
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     2) Aggregate number of securities to which transaction applies:
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     3) Per unit  price  or  other  underlying  value  of  transaction
                  computed pursuant to Exchange Act Rule 0-11:*
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     4) Proposed maximum aggregate value of transaction:
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Set      forth the amount on which the filing fee is calculated and state how it
         was determined.

/ / Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:
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     2) Form, Schedule or Registration Statement No.:
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     4) Date Filed:
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/x/  Filing fee paid with preliminary filing.




<PAGE>


The following news release/employee update was issued by Western Resources,
Inc. on July 2, 1997:

WESTERN RESOURCES STANDS
TO GAIN MORE THAN $700 MILLION,

CONTINUES SECURITY GROWTH
WITHOUT ADT

TOPEKA,  Kansas,  July 2, 1997 (2:00 p.m.  CDT) -- Western  Resources  (NYSE:WR)
today  announced it stands to gain $710 million at today's  conversion  price on
its 38 million shares of ADT Limited common stock.  At the current market price,
the  company's  ADT stock is worth  more than $1.3  billion.  Since its  initial
investment in December  1995,  Western  Resources'  $590 million in ADT holdings
have been financed entirely with short-term borrowings. "Our innovative strategy
of investing  in the  security  business has paid off in two ways -- a huge gain
through ADT and a leading position in the industry as the third largest security
company in the country," said John E. Hayes, Jr., Western Resources  chairman of
the board and chief  executive  officer.  In light of the premium  price paid by
Tyco for ADT, Western  Resources is today withdrawing its exchange offer for ADT
while it continues to pursue legal action in Bermuda  seeking to receive cash at
the full value of the ADT  shares.  Hayes also said the market  place can expect
more innovative moves from Western Resources.

"We have  announced  a  creative  strategic  alliance  with  ONEOK to handle our
natural gas  operations,  giving us 45 percent  ownership in the 8th largest gas
company in the  nation,"  he said.  "Combine  that with our Kansas  City Power &
Light merger and our international  business,  through our subsidiary,  The Wing
Group,  and we are growing our company to meet consumer  demands while providing
tangible shareowner value."

Western Resources (NYSE:WR) is a full-service,  diversified  security and energy
company with total assets of more than $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.
Western  Resources,   through  its  subsidiary  Westar  Security,  also  is  the
third-largest monitored security provider in the country, operating in 46 states
in the U.S. Through its other subsidiaries,  Westar Energy,  Westar Capital, and
The Wing Group, a full range of energy and energy-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.

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.


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