WESTERN RESOURCES INC /KS
DFAN14A, 1997-03-18
ELECTRIC & OTHER SERVICES COMBINED
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                            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:
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     2) Form, Schedule or Registration Statement No.:
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     3) Filing Party:
        ------------------------------------------------------------ 
     4) Date Filed:
        ------------------------------------------------------------ 
 
/x/  Filing fee paid with preliminary filing.



The following news release / employee update was issued by Western Resources,
Inc. on March 18, 1997:

     WESTERN RESOURCES CONSIDERING ALTERNATIVES 
     TO TYCO OFFER AND RIGHTS AS ADT SHAREOWNER
     
     WESTERN RESOURCES MAILS OFFER 
     TO ADT SHAREOWNERS
     
        TOPEKA, Kansas, March 18, 1997 (7:00 am CST) -- Western Resources 
     (NYSE:WR) announced today that it has mailed the details of its offer 
     to acquire ADT Limited, to the ADT shareowners.  
        In response to questions yesterday concerning the announcement of a 
     proposal by Tyco International Ltd. to merge with ADT, Western 
     Resources chairman and chief executive officer, John E. Hayes, Jr., 
     said, "Over the next few days we will be reviewing the Tyco offer.  We 
     are also considering our alternatives to the offer and assessing our 
     rights as ADT shareowners."
        Western Resources has scheduled a special meeting of its 
     shareowners for April 24, 1997, to consider the ADT acquisition.  ADT 
     has scheduled a meeting of its shareowners on the Western Resources 
     proposal for July 8, 1997, but Western Resources has asked a federal 
     district court in Florida to order that meeting held sooner. 
     
     - 30 -
     
     
        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 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.
   
                
     
     
     



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