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 analyst presentation was issued by Western Resources, Inc. on
May 15, 1997:
COVER PAGE:
[logo] Western Resources
PAGE 1:
[logo] Western Resources
May 1997
PAGE 2:
Western Resources Vision
"Western Resources will be the leading provider of energy and
energy-related services for homes and businesses."
PAGE 3:
History
* 1924 - Company founded under the name The Kansas Power and Light Company
* 1980 - Profile - The Kansas Power and Light Company
- 400,000 customers
- Less than $1 billion total assets
- Less than $300 million in market value
- $49 million earnings
* 1983 - Bought Gas Service Company
* 1992 - Merged with Kansas Gas & Electric to create Western Resources
* 1993 - Sold 40% of Gas Service Company for $400+ million
PAGE 4:
Recent History
* 1996 -
- Acquired The Wing Group
- Announced agreement to exchange the balance of natural gas business
worth $660 million to ONEOK for 45% of ONEOK stock
- Purchased Westinghouse Security Services for approximately $358 plus
assumed liabilities
- $3.5 billion exchange offer for ADT Limited
* 1997 -
- Reached definitive merger agreement with KLT on 2/7/97
PAGE 5:
Western Financial Statistics
* Market price at 5/12/97 = $31.375
* 52-week high/low $31.875 - $28.25
* Dividends:
- 1997 indicated annual dividend = $2.10
- Paid every year since 1924
* Current yield = 6.7%
* Bond ratings of A3, A- and BBB+
* Net income twelve months ending 3/31/97 $165 million
* EBITDA for 12 months ending 3/31/97 $612 million
* With ONEOK and KLT:
- Assets increase to more than $9 billion
- Projected market value of approximately $4 billion (assuming
5/12/97 stock price and 126.5 million common shares outstanding after
KLT)
PAGE 6:
Today's Western Resources
* Full-service, diversified energy company
* 1996 revenues of $2 billion
* Serves 606,000 electric customers in Kansas
- Merger with KLT will add 435,000 more electric customers
* Marketing access to 1.4 million natural gas customers in Kansas and Oklahoma
through ONEOK alliance
* Nation's third-largest security provider with 430,000
monitored customers
PAGE 7:
Our Strategic Plan for Growth
* Build a branded national presence
* Maintain a strong core utility business
* Become a leader in the international energy business
PAGE 8:
Strategic Priority:
Branded National Presence
Characteristics:
* No utility has more than 4% of electric market; our critical mass goal is
5% - 10% of energy market
* Coming legislative changes will likely allow utilities to compete for
customers like AT&T, MCI, and Sprint, instead of limiting franchises
Opportunities:
* Acquire a product with characteristics similar to electricity or natural gas
that may be sold nationwide today. . . security
* Sell products (energy & security) under umbrella of brand names. Today we
market under the names Westar, KPL and KGE
Investment Strategies:
* Long-term growth and income opportunities reside with being a low-cost
provider of value-added services to end-user consumers
PAGE 9:
Why Security?
* Unique opportunity to consolidate the industry
* Business is attractive because of strong consumer demand and
annual double-digit growth rates
* Home security is a profitable service
* Estimated share size of U.S. markets:
(by thousands of customers)
- ADT 1,200 - Protection One 230
- Brinks 475 - Honeywell 200
- Westar 430 - Republic 200
- Ameritech 375 - Borg-Warner 150
- Network 250 - Rollins 120
PAGE 10:
Recent Acquisition:
Westinghouse Security Systems
* Transaction terms
- Created 3rd largest monitored security systems company in the U.S., by
customer count
- Gain state-of-the-art centralized monitoring and customer service
center and national branch network offering an excellent platform for
growth
- Added about 320,000 customers and branch offices in 24 states --
provides access to 60% of US households
- Cash transaction of approximately $358 million plus assumed
certain liabilities
PAGE 11:
Western Resources' Offer for ADT
* $22.50 per ADT common share
- $10.00 in cash
- $12.50 in WR common stock**
* Western Resources already owns 38.3 million ADT shares at an average cost of
$15.40 per share
* Pending litigation
- Invalidate Republic warrants
- Disallow vote of treasury stock held by an ADT subsidiary
- Invalidate dead hand poison pill
** Represents 0.41322 of a share of Western Resources' common stock for each
share of ADT common stock based on the closing price of Western Resources'
common stock on February 28, 1997. ADT shareowners would not, however,
receive more than 0.42017 share of Western Resources common stock.
PAGE 12:
Strategic Priority: Strong Core Business
Characteristics:
* Low-cost producer of energy
* Strong brand identity
* Superior customer satisfaction levels
Opportunities:
* Increase product offerings to consumers
* Lower costs through reorganization
Investment Strategies :
* Expand geographic footprint
* Focus on low-cost generation
PAGE 13:
Status report:
ONEOK Strategic Alliance
* Western contributes all of its gas assets to ONEOK to create the 8th largest
LDC in the country
* Receive $34.7 million in annual preferred dividends plus 9.9% of equity
earnings and common dividends
* Earnings and cash flow accretive to Western shareowners in the first full
year
* Transaction will make Western Resources the largest shareowner of ONEOK with
45% ownership on a fully converted basis
* Western gains access to 735,000 customers to market unregulated products
and services
* Applications for approvals filed with the OCC in February and with the KCC
in March; expect to close in 3rd quarter 1997
PAGE 14:
Status Report:
Kansas City Power & Light (KLT) merger
* Merger agreement reached at 2/7/97
* Adds 435,000 electric customers and $904 million in revenues
* Expect to close early 1998
PAGE 15:
Combined company profile
[TABLE]
Western KCPL Merged National
Resources Company Rank
Electric Customers 606,000 435,000 1,041,000 34th
Security Customers 430,000 0 430,000 3rd
Gas Customers* 1,400,000 0 1,400,000 8th
Annual Revenues $2.05 billion $904 million $2.95 billion 33rd**
Assets $6.6 billion $2.9 billion $9.5 billion 24th
Transmission
Lines (miles) 6,300 1,700 8,000 n/a
Generating
Capacity (MW) 5,300 3,100 8,400 n/a
* With completion of the WR/ONEOK strategic alliance, the company will have
access to approximately 1.4 million natural gas customers
** Based on retail electric revenues
PAGE 16:
Western Resources / KLT / ONEOK
Combined Regulated Service Territory
[MAP] A map of the states of Kansas, Oklahoma, and Missouri which discloses
the service territories of each company.
PAGE 17:
Strategic Priority:
Seek Above Average Rates of Return in Energy-related Investments
* Hanover
- Acquired Contract Compression in 1992 for $20 million
- 3rd largest gas compressor rental fleet in the U.S.
- Merged with Hanover in 1995 and created largest gas
compressor rental fleet in U.S. and 2nd largest in
South America
- WR owns 24% of Hanover Compressor
- Hanover has filed preliminary prospectus to go public
PAGE 18:
Status Report:
The Wing Group
* Purchased in early 1996
* Premier developer of power projects in the world
- Finalized agreement with CPI in December, involving more than 2,000 MW
coal-fired generation in China
* Closed on Turkey project, a 478 MW combined-cycle plant
* Closed on project to participate in 160 MW gas-fired plant in Colombia
PAGE 19:
Future View - Financial
Outlook of WR with KLT, ONEOK, and security transactions completed:
* Positioned to build long-term shareowner value
- Recurring monthly revenue under multi-year, renewable security
contracts
- Growing revenue streams from new products and expanded markets
- Improved margins from operating synergies and economies of scale
- Continued acquisition efforts consistent with growth strategy
* Delivering on our strategy will ensure continued access to capital markets
- Committed to maintaining investment grade credit quality
PAGE 20;
This analysts' 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.
