WESTERN RESOURCES INC /KS
SC 14D1/A, 1997-04-04
ELECTRIC & OTHER SERVICES COMBINED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 14D-1


                                (Amendment No. 3)


                             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.3  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)(3)      Presentation made to analysts.


<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       April 4, 1997                       By   /s/ JERRY D. COURINGTON
     -----------------------                      -------------------------
                                                         Jerry D. Courington,
                                                         Controller



<PAGE>



                                INDEX TO EXHIBITS


                                                                    Sequentially
                                                                      Numbered
Exhibit No.                     Description                           Pages

(a)(3)                     Presentation to analysts                     13




<PAGE>


                                                            Exhibit No. (a)(3)

The following presentation was made to analysts:

[LOGO]
Western Resources

Bloomberg Forum -- Energy Day

April 3, 1997

[LOGO]
Western Resources

Thank you
Pleasure to be part of the program today
Let me talk to you about Western Resources
1
<PAGE>

Overview
O    Western Resources Profile

O    Western Resources' Strategic Plan

O    Western Resources' Security Strategy

[LOGO]
Western Resources

Will cover three areas:
Profile
Strategic plan
Security strategy
2
<PAGE>

Western Resources Profile
"Western Resources will be the leading provider of energy and energy-related
services for homes and businesses."

[LOGO]
Western Resources

Vision statement.
3
<PAGE>

Western Resources Profile
O    1996 revenues of $2 billion

O    Serves  600,000  electric  customers  in  Kansas  Merger  with KLT will add
     430,000 more electric customers

O    Marketing  access to 1.4  million  natural  gas  customers  in  Kansas  and
     Oklahoma through ONEOK alliance

O    Rapidly expanding our unregulated businesses
         Westar Security - Monitored home and commercial security systems Westar
         Energy  -  Wholesale,   one-stop   energy  provider  Westar  Capital  -
         Energy-related  investments  The  Wing  Group -  Premier  developer  of
         international generation projects

[LOGO]
Western Resources

To begin, want to ensure everyone know who it is we are talking about . . .

WR is a full-service energy provider based in Topeka, Kansas

Recently announced mergers and alliances broaden our customer base

Also expanding through our unregulated companies
4
<PAGE>

Western Resources Profile
O    Approximately 430,000 monitored security customers in 46 states

O    Partnership in six power generation projects in three foreign countries

[LOGO]
Western Resources

Recent acquisition of Westinghouse Security Systems by Westar Security provides
a broader reach

Plus  The  Wing  Group's   partnership   projects  provide  us  reach  into  the
international energy market 5 <PAGE>


Western  Financial  Statistics  O Market  price at  3/31/97  = $30.00 O  52-week
high/low $34.50 - $28 O Dividends:
         1997 indicated annual dividend = $2.10
         Paid every year since 1924 and increased every year for the last
         20 years
O Current yield = 6.8%
O Bond ratings of BBB+, A3 and A-
O Net  income  twelve  months  ending  12/31/96  $169  million O With  ONEOK and
Westinghouse and KLT:
         Assets  increase  to  about  $9  billion   Projected  market  value  of
         approximately $3.8 billion (using 3/31/97 stock price)
[LOGO]
Western Resources

Let's look at our financial highlights...
6
<PAGE>

Strategic Growth Plan
O    Maintain a strong core utility business

O    Build a branded national presence

O    Become a leader in the international energy business

[LOGO]
Western Resources

Our strategic plan includes the following key elements...
7
<PAGE>

Western Resources/KCPL
Combined Regulated Service Territory

[MAP]
Service Territory

[LOGO]
Western Resources

When we look at the  WR/KCPL  merger  announced  Feb 7 it  creates  a  regulated
service area shown in blue and yellow...

Strengthens our core utility business and adds 430,000 electric customers and
$900 million in revenues

Expect to close in late 1997 to early 1998

Also entered an alliance with ONEOK -- WEstern Resources contributes its natural
gas assets, creating the 9th largest LDC in the country

Gain access to 735,000 ONEOK customers

Western Resources is the largest shareowner with 45 percent ownership on a
fully converted basis

When we look at the ONEOK  natural  gas  alliance  and the WR/KCPL  merger,  our
regulated service area reach looks as shown...
8
<PAGE>


The Wing Group
O    Purchased in early 1996
O       Premier   developer   of  power   projects  in  the  world  China  Power
        International -- more than 2,000 MW in coal-fired
          generation
        Turkey -- a 478 MW  combined-cycle  plant Colombia -- participation in a
        160 MW gas-fired plant

[LOGO]
Western Resources

Another key element of our strategic plan includes being a player in the
developing international energy market

Majority of growth in the energy industry will be in this market

The Wing Group provides Western Resources the means to be a part of that growth

Backup notes:
                     WR's           WR's              WR's
                     Investment     O'ship %          Projected ROI
Turkey               $13M            9%               23%
Colombia             $18M           36%               17%
CPI-China            $105M          50%               18%
JV(a)

(a) $105M includes $50M equity and $55M loan to CPI.  The JV will own equity
in local power plants ranging from 35% to 60%
9
<PAGE>


Why Security?
O    Residential  security  business is  attractive  because of strong  consumer
     demand, double-digit growth rates and fragmented set of competitors
O    Home security is another  profitable service that can be offered with other
     products and services to gain customer  loyalty in anticipation of electric
     industry deregulation
O    Exposure already gained is enhanced by WSS and ADT acquisitions:
     gaining customer base, brand names, infrastructure and expertise

[LOGO]
Western Resources

Where does security fit?
10
<PAGE>


Westar Security
O    Started with five acquisitions in 1995 and 1996,  gaining more than 100,000
     customers  which made us the 10th largest  security  company,  by estimated
     customer count, in the country
O Growth further  established the Westar name with a branded product  identity O
Culminated in the acquisition of Westinghouse Security Systems
     (WSS) 12/31/96
O    Announced offer for ADT on 12/18/96

[LOGO]
Western Resources

Westar Security has been growing rapidly through acquisitions.

Westinghouse  Security Systems acquisitions creates the third largest company by
customer count.

Added customers in 44 states and branch offices in 24 -- provides access to
55 percent of U.S. households

Gain  state-of-the-art  monitoring  and  customer  service  center,  as  well as
national branch network offering excellent platform for growth

Offer for ADT enhances that growth opportunity ...
11
<PAGE>

Westar Security Reach
with WSS and ADT acquisitions

[MAP]
United States with all states highlighted except Alaska, Hawaii and North Dakota

[LOGO]
Western Resources

With Westar Security's growth, the acquisition of Westinghouse  Security Systems
and our offer for ADT, we see the  potential  for customers in the United States
in the areas shown...

Helps to provide a 'break-out-strategy' and diversifies WR's revenues and
earnings base

Now, with that quick overview, I'll be happy to answer your questions.
12
<PAGE>

This  presentation  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.

[LOGO]
Western Resources
13
<PAGE>


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