SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 4)
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.4 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)(4) Press release/employee update issued on April 4, 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 April 7, 1997 By /s/ JERRY D. COURINGTON
----------------------- -------------------------
Jerry D. Courington,
Controller
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(4) Press release/employee update 1
issued on April 4, 1997
<PAGE>
Exhibit No. (a)(4)
The following press release/employee update was issued on April 4, 1997:
WESTERN RESOURCES ANNOUNCES
NEW SHAREOWNER MEETING DATES
TOPEKA, Kansas, April 4, 1997 -- Western Resources today announced that
its Annual Meeting of Shareowners has been scheduled for May 29, 1997,
Topeka. Shareowners of record on April 18 will be entitled to attend and
vote at the annual meeting.
Western Resources also announced a special meeting of its shareowners on
June 17, 1997, to consider its proposal to issue Western Resources common
shares in connection with its offer to acquire ADT Limited, the nation's
largest monitored security company.
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. Western Resources, through its subsidiary, Westar
Security, also is the nation's third-largest monitored security provider,
operating in 46 states in the U.S. Through its other unregulated
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 press 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.
<PAGE>
