SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 12)
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.12 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)(14) News release/employee update issued by Western Resources, Inc.
on July 2, 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 July 2, 1997 By /s/ JERRY D. COURINGTON
----------------------- -------------------------
Jerry D. Courington,
Controller
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(14) News release/employee update issued by 1
Western Resources, Inc. on July 2, 1997
<PAGE>
Exhibit No. (a)(14)
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.
