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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
ADT LIMITED
(Name of Issuer)
Common Shares, Par Value $0.10 Per Share
(Title of Class of Securities)
000915 10 8
(CUSIP Number)
Marilyn Dalton
Secretary and Treasurer
Westar Capital, Inc.
818 Kansas Avenue
Topeka, Kansas 66612
(913) 575-8357
Copies to:
John K. Rosenberg, Esq. Neil T. Anderson, Esq.
Western Resources, Inc. Sullivan & Cromwell
818 Kansas Avenue 125 Broad Street
Topeka, Kansas 66612 New York, New York 10021
(913) 575-6535 (212) 558-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 28, 1996
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP NO. 000915108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westar Capital, Inc; 48-1092416
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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7. SOLE VOTING POWER
NUMBER OF 38,077,611
SHARES ----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 38,077,611
WITH --------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
38,077,611
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
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14. TYPE OF REPORTING PERSON
CO
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, Westar
Capital, Inc., a Kansas corporation (the "Reporting Person"), hereby amends and
supplements its Statement on Schedule 13D originally filed by the Reporting
Person on January 26, 1996, as most recently amended on October 4, 1996 by
Amendment No. 7 thereto (the "Statement"), with respect to the Common Shares,
par value $0.10 per share (the "Shares") of ADT Limited (the "Issuer"). Unless
otherwise indicated, each capitalized term used but not defined herein shall
have the meaning assigned to such term in the Statement.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price (excluding commissions paid to the broker with
whom the Reporting Person placed its orders) for the 4,092,200 Shares and 500
Liquid Yield Option Notes of the Issuer ("LYONS") purchased by the Reporting
Person since Amendment No. 7 to the Statement was $79,905,816.50. Such Shares
were acquired with general capital funds of the Reporting Person.
Item 4. PURPOSE OF THE TRANSACTION.
In order to purchase Shares and LYONS at what the Reporting Person
considered to be favorable market prices, the Reporting Person decided to
purchase 4,092,200 Shares and 500 LYONS in open market transactions, as more
fully set forth in Item 5 below. In the future, the Reporting Person may from
time to time purchase or sell Shares at prevailing market prices, or may
negotiate to purchase or sell Shares privately.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby deleted in its entirety and restated as follows:
(a) According to the Issuer's Report on Form 10-Q for the six months ended
June 30, 1996, as of August 5, 1996 there were 133,736,123 Shares issued and
outstanding, of which 3,182,787 were held by a subsidiary of the Issuer.
According to a Current Report on Form 8-K filed by the Issuer on September 19,
1996,
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7,034,940 Shares were issued in connection with the amalgamation of Automated
Security (Holdings) PLC with and into the Issuer (the "Amalgamation"). The total
of the 7,034,940 Shares issued in the Amalgamation, the 133,736,123 Shares
reported to be outstanding on the Issuer's Form 10-Q and the 14,115 Shares
issuable upon exchange of the 500 LYONS reported in this filing is 140,785,178,
which is the number of Shares assumed to be outstanding for the purposes of this
Schedule 13D amendment. The Reporting Person beneficially owns (within the
meaning of Rule 13d-3) 38,077,611 Shares, constituting approximately 27.0% of
the above-noted total amount of issued and outstanding Shares (including the
Shares held by a subsidiary of the Issuer).
(b) The Reporting Person has the sole power to vote or direct the vote of
its Shares and to dispose of its Shares.
(c) Since the filing of Amendment No. 7 to the Statement, the Reporting
Person has purchased 4,092,200 Shares and 500 LYONS in open market transactions.
Set forth below is a table identifying and describing all such transactions:
Common Shares Price per Share Date of Purchase
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14,115* N/A** 10/8/96
160,000 19.125 10/16/96
50,000 19.25 10/16/96
2,900 19.25 10/17/96
50,000 19.375 10/18/96
50,000 19.25 10/18/96
2,500 19.5 10/18/96
247,700 19.5 10/21/96
58,300 19.375 10/21/96
50,000 19.5 10/22/96
120,000 19.625 10/22/96
155,000 19.625 10/23/96
116,700 19.5 10/23/96
18,400 19.375 10/23/96
25,000 19.625 10/24/96
25,000 19.5 10/24/96
44,700 19.375 10/24/96
15,000 19.25 10/25/96
125,000 19.375 10/25/96
66,700 19.25 10/28/96
75,500 19.375 10/28/96
202,800 19.5 10/28/96
27,500 19.375 10/28/96
204,700 19.625 10/28/96
15,000 19.75 10/28/96
129,000 19.404 10/28/96
2,034,800 19.4623 10/28/96
20,000 19.75 10/28/96
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* Issuable upon exchange of 500 LYONS purchased by the Reporting Person at a
ratio of 28.23 Common Shares per LYON.
** Each such LYON was purchased by the Reporting Person for $562.50.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
No material change.
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SIGNATURES
After reasonable 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.
WESTAR CAPITAL, INC.
By: /s/ Marilyn Dalton
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Name: Marilyn Dalton
Title: Secretary and Treasurer
Dated: October 29, 1996
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