SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 1)
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
This Amendment No.2 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)(2) Employee update issued on March 25, 1997.
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 March 26, 1997 By /s/ JERRY D. COURINGTON
Jerry D. Courington,
Controller
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
(a)(2) Employee update issued on March 25, 1997. 1
Exhibit No. (a)(2)
The following employee update was issued by Western Resources, Inc. on March
25, 1997:
WESTERN RESOURCES RENEWS CHALLENGE TO REPUBLIC WARRANT
Western Resources yesterday filed a motion with the United
States District Court in Florida seeking to enjoin or prohibit
Republic Industries, Inc. from transferring or selling 15 million
ADT shares that Republic purchased last week when it exercised the
warrant it had received in connection with its failed merger
agreement with ADT last summer.
Western Resources also seeks to enjoin Michael Ashcroft,
ADT's chairman, from voting the 15 million shares issued by ADT
as a result of Republic's exercise of the warrant.
In its motion papers, Western Resources asserts that the ADT
board of directors breached its fiduciary duties by granting and
amending the warrant for improper entrenchment and anti-takeover
purposes. Western Resources told the court that an injunction
would serve the public interest because it would prevent Republic
from unloading 15 million wrongfully issued ADT shares onto the
national securities exchange.
According to company officials, Western Resources always has
maintained that the warrant was detrimental for ADT's shareowners
because it wrongfully diluted interest in ADT and was yet another
entrenchment device. Now that Republic has exercised the warrant,
Western Resources intends to vigorously pursue its claims.
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, security and 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 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.
