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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
August 9, 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 32,100,000
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 32,100,000
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
32,100,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0%
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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
(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 July 12, 1996 by Amendment No. 4 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.
This Amendment No. 5 is being filed in connection with the Reporting
Person's filing on Form 4 today with respect to its purchases of Shares in July.
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
1,300,000 Shares purchased by the Reporting Person was $24,493,512.50.
Such Shares were acquired with general capital funds of the Reporting
Person.
Item 4. PURPOSE OF THE TRANSACTION.
In order to obtain what the Reporting Person considered to be
favorable market prices for Shares, the Reporting Person decided to
purchase 1,300,000 Shares 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.
The Reporting Person is still considering its options with
respect to the Issuer's proposed amalgamation (the "Proposed Transaction")
with Republic Industries, Inc. ("Republic"), and has not yet made a final
determination on this matter. The Reporting Person may determine to oppose
the Proposed Transaction and may choose to exercise its appraisal rights
under Bermuda law, although no final decision by the Reporting Person has
yet been taken.
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Should the Issuer consummate the Proposed Transaction with
Republic, and the Reporting Person receive Republic shares in connection
therewith, the Reporting Person may decide to sell some or all of such
Republic 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. The Reporting Person beneficially owns 32,100,000 Shares,
constituting approximately 24.0% of the total amount of issued and
outstanding Shares (including the Shares held by a subsidiary of the
Issuer), as determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934. The Reporting Person has the sole power to vote or
direct the vote and to dispose of its Shares.
(b) Since the filing of Amendment No. 4 to the Statement, the
Reporting Person has purchased 1,300,000 Shares in open market
transactions. Set forth below is a table identifying and describing all
such transactions:
Common Shares Price per Share Date of Purchase
100,000 19.75 7/15/96
50,000 19.75 7/15/96
60,000 19.625 7/15/96
161,800 19.50 7/15/96
116,700 19.25 7/15/96
41,500 19.375 7/15/96
26,000 19.125 7/15/96
20,000 19.125 7/16/96
20,000 18.75 7/16/96
21,000 18.50 7/16/96
28,500 18.25 7/16/96
80,000 18.875 7/16/96
25,000 18.625 7/16/96
59,000 18.375 7/16/96
10,000 18.125 7/16/96
65,000 18.00 7/16/96
44,000 17.875 7/16/96
22,500 17.75 7/16/96
25,000 17.625 7/16/96
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Common Shares Price per Share Date of Purchase
30,000 17.50 7/16/96
20,000 17.00 7/16/96
25,000 16.00 7/16/96
20,000 18.50 7/16/96
10,000 18.75 7/16/96
100,000 18.875 7/16/96
10,000 18.50 7/17/96
49,000 18.625 7/17/96
25,000 19.25 7/17/96
10,000 19.25 7/17/96
25,000 18.625 7/17/96
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: August 9, 1996
