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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
September 13, 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) [ ]
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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 32,671,296
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 32,671,296
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
32,671,296
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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)
23.2%
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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 (the "Act"),
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 August 9, 1996
by Amendment No. 5 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) for the 571,296
Shares purchased by the Reporting Person since Amendment No. 5 to the Statement
was $10,932,125. Such Shares were acquired with general capital funds of the
Reporting Person.
Item 4. PURPOSE OF THE TRANSACTION.
In order to purchase Shares at what the Reporting Person considered to
be favorable market prices, the Reporting Person decided to purchase 554,600
Shares in open market transactions, as more fully set forth in Item 5 below. An
additional 16,696 Shares were received by the Reporting Person upon conversion
of American Depositary Receipts ("ADRs") of American Security (Holdings) PLC
("ASH") owned by the Reporting Person, 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.
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The Reporting Person has determined to oppose the Issuer's proposed
amalgamation (the "Proposed Transaction") with Republic Industries, Inc.
("Republic") when and if the Proposed Transaction is presented to holders of
Shares for their approval. The Reporting Person may choose to exercise its
appraisal rights under Bermuda law in connection with the Proposed Transaction,
although no final decision by the Reporting Person has yet been taken.
Should the Issuer consummate the Proposed Transaction, and the
Reporting Person receive Republic shares in connection therewith, the Reporting
Person may decide to sell some or all of such Republic shares.
On September 5, 1996 the waiting period expired with respect to the
Reporting Person's filing under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 to acquire additional Shares from time to time in market or other
transactions. As a result, the Reporting Person is free to acquire an amount of
additional Shares which, when combined with the Reporting Person's current
holdings of Shares, would result in the Reporting Person owning more than 25%
(but less than 50%) of the total amount of outstanding Shares.
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 proxy materials sent to shareholders of ASH in connection with the
amalgamation of ASH with and into the Issuer (the "Amalgamation"), approximately
7,000,000 Shares were to be issued in the Amalgamation in exchange for
outstanding securities of ASH. The total of the 7,000,000 Shares issued in the
Amalgamation and the 133,736,123 Shares reported to be outstanding on the
Issuer's Form 10-Q is 140,736,123, 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) 32,671,296 Shares,
constituting approximately 23.2% 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. 5 to the Statement, the
Reporting Person has purchased 554,600 Shares in open market transactions and
has received approximately 16,696 Shares upon the conversion of ASH ADRs in the
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Amalgamation. Set forth below is a table identifying and describing
all such transactions and such conversion:
Common Shares Price per Share Date of Purchase
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40,000 19.25 8/22/96
80,000 19.125 8/22/96
95,000 18.875 8/22/96
135,000 19.00 8/22/96
29,600 19.375 9/5/96
165,000 19.50 9/5/96
16,696* 17.25** 9/5/96***
10,000 19.50 9/6/96
* Based on the conversion of 256,000 ASH ADRs previously held by the
Reporting Person at a ratio of 46 ASH ADRs into 3 Shares pursuant to the
Amalgamation.
** Based on a purchase price of $1.125 per ASH ADR.
*** The date on which the Amalgamation became effective.
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
Name: Marilyn Dalton
Title: Secretary and Treasurer
Dated: September 13, 1996
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