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:
------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
-----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
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:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
/x/ Filing fee paid with preliminary filing.
The following press release/employee update was issued by Western Resources on
January 14, 1997:
WESTERN RESOURCES BEGINS CHALLENGE
TO ADT MEETING DATE
TOPEKA, Kansas, January 14, 1997 (11 a.m. CST) -- Yesterday, in
connection with its pending litigation against ADT and its directors, Western
Resources (NYSE:WR) requested that the District Court for the Southern
District of Florida require that ADT hold its Special Meeting of shareholders
no later than March 20, 1997.
Earlier, ADT had indicated that it would set a Special Meeting on July 8,
1997. In its filing, Western Resources claims that the ADT board has
breached its fiduciary and statutory duties and that there is no reason to
delay the Special Meeting until July 8, 1997, except the ADT board's "desire
to interfere with shareholder voting rights and to extend their stay in office
as long as possible."
Western Resources (NYSE: WR) is a full-service, diversified 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. Through its unregulated subsidiaries, Westar Energy, Westar
Security, 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.
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.
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.
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.
