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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 5, 1996
Date of Report (Date of earliest event reported)
Commission file number 0-16979
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ADT LIMITED
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
BERMUDA Cedar House Not Applicable
(Jurisdiction of Incorporation or 41 Cedar Avenue (I.R.S. Employer Identification No.)
Organization) Hamilton HM12, Bermuda
(Address of Principal Executive Not Applicable
Offices)* (Zip Code)
</TABLE>
Registrant's telephone number, including area code (441) 295-2244*
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* The executive offices of the subsidiary of registrant which supervises
registrant's North American activities are at One Boca Place, 2255 Glades
Road, Boca Raton, Florida 33431-0835. The telephone number there is (561)
997-8406.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
It was announced on June 19, 1996 that terms had been agreed for the
acquisition by ADT Limited ("ADT") of the whole of the issued capital of
Automated Security (Holdings) PLC ("ASH") to be effected by means of a Scheme
of Arrangement under Section 425 of the Companies Act 1985 of the United
Kingdom (the "Scheme").
On September 5, 1996 the Scheme became effective in accordance with its terms.
The total consideration in respect of the whole of the issued capital of ASH
consisted of the issue of 7,034,940 ADT common shares with a market value of
approximately $137 million, based on the closing price of an ADT common share
on the New York Stock Exchange on September 5, 1996.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The Financial Statements of ASH were previously filed on pages
F-1 to F-50 in the Registrant's Current Report dated September
5, 1996 on Form 8-K/A-1 filed October 21, 1996.
(b) Pro Forma Financial Information
Index to Unaudited Pro Forma Consolidated Financial Information Page
Introduction PF-1
Unaudited Pro Forma Consolidated Statements of Income for the years ended:
December 31, 1995 PF-2
December 31, 1994 PF-3
December 31, 1993 PF-4
(c) Exhibits
Exhibit 2.1 Order dated 4 September 1996 of the High Court
of Justice in the Matter of Automated Security
(Holdings) PLC sanctioning the Scheme of
Arrangement(1)
Exhibit 23.1 Consent of Independent Chartered Accountants(2)
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(1) Previously filed as an Exhibit to the Registrant's
Current Report dated September 5, 1996 on Form 8-K
filed September 19, 1996.
(2) Previously filed as an Exhibit to the Registrant's
Current Report dated September 5, 1996 on Form
8-K/A-1 filed October 21, 1996.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ADT LIMITED
By: /s/ Stephen J. Ruzika
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Stephen J. Ruzika
Chief Financial Officer, Executive Vice
President and Director
November 12, 1996
3
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ADT LIMITED
UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION
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INTRODUCTION
In September 1996, ADT Limited ("ADT") acquired the whole of the issued capital
of Automated Security (Holdings) PLC ("ASH"). The total consideration in
respect of the whole of the issued capital of ASH consisted of the issue of
7,034,940 ADT common shares.
The acquisition of ASH by ADT is to be accounted for by means of the pooling of
interests method of accounting pursuant to Opinion No. 16 of the Accounting
Principles Board. The pooling of interests method of accounting assumes that
the combining companies have been merged from their inception, and the
historical consolidated financial statements for periods prior to consummation
of the merger are restated as though the companies have been combined from
their inception. Accordingly, the accompanying unaudited proforma consolidated
financial information gives effect to the transaction by means of a pooling of
interests. Pursuant to Rule 11-02 of Regulation S-X the unaudited pro forma
consolidated financial information excludes the result of operations associated
with discontinued operations and extraordinary items.
The unaudited pro forma consolidated financial information should be read in
conjunction with (i) ADT's consolidated financial statements, including the
accounting policies and notes thereto, included in the Annual Report on Form
10-K for the year ended December 31, 1995 (ii) ASH's consolidated financial
statements, including the accounting policies and notes thereto, included in
the Registrant's Current Report dated September 5, 1996 on Form 8-K/A-1 filed
October 21, 1996 and (iii) ADT's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1996.
The unaudited pro forma consolidated financial information has been prepared in
United Sates dollars in accordance with generally accepted accounting
principles in the United States. These principles require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The unaudited pro forma consolidated results of operations are not
necessarily indicative of future operating results. The consolidated financial
statements of ASH have previously been presented in pounds sterling, ASH's
functional currency. For the purposes of the unaudited pro forma consolidated
financial information, ASH's consolidated financial statements have been
translated into United States dollars at the appropriate exchange rates.
Certain figures for the years ended December 31, 1994 and 1993 have been
reclassified to conform to the 1995 presentation. In addition, certain figures
of ASH for the years ended December 31, 1995, 1994 and 1993 have been
reclassified to conform to the ADT presentation.
PF-1
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UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
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<CAPTION>
Year ended December 31, 1995 ADT ASH Pro Forma Pro Forma
Group Group Adjustments Total
$m $m $m $m
<S> <C> <C> <C> <C>
NET SALES 1,525.4 258.4 - 1,783.8
Cost of sales (823.5) (166.9) - (990.4)
Selling, general and administrative expenses (455.8) (63.6) - (519.4)
Restructuring and other non-recurring charges (34.2) - - (34.2)
Goodwill and other intangibles amortization (26.2) (12.8) - (39.0)
----------- ---------- ---------- ------------
OPERATING INCOME 185.7 15.1 - 200.8
Interest income 15.9 0.3 - 16.2
Interest expense (90.2) (26.1) - (116.3)
Loss on disposal of businesses (34.4) (1.1) (1.1)(a) (36.6)
Other expenses less income 1.1 (5.0) (1.1)(a) (5.0)
----------- ---------- ---------- ------------
INCOME BEFORE INCOME TAXES 78.1 (16.8) (2.2) 59.1
Income taxes (26.8) (1.9) 0.6(b) (28.1)
----------- ---------- ---------- ------------
INCOME BEFORE EXTRAORDINARY ITEMS 51.3 (18.7) (1.6) 31.0
=========== ========== ========== ============
PRIMARY AND FULLY DILUTED EARNINGS
PER COMMON SHARE
Income before extraordinary items $ 0.39 - - $ 0.22
=========== ========== ========== ============
Weighted average number of
common shares(c) 131,248,518 - 7,034,940 138,283,458
----------- ---------- ---------- ------------
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(a) Cumulative currency translation adjustments arising on the disposal
of businesses and associates by the ASH group whose consolidated
financial statements were prepared in pounds sterling - its
functional currency.
(b) Income tax adjustment arising on preference share dividends accrued
by the ASH group but not payable following merger.
(c) Adjustment to weighted average number of common shares through the
issuance of 7,034,940 ADT common shares on merger.
PF-2
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UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year ended December 31, 1994 ADT ASH Pro Forma Pro Forma
Group Group Adjustments Total
$m $m $m $m
<S> <C> <C> <C> <C>
NET SALES 1,375.9 253.5 - 1,629.4
Cost of sales (748.2) (165.2) - (913.4)
Selling, general and administrative expenses (409.2) (58.6) - (467.8)
Restructuring and other non-recurring charges (4.5) - - (4.5)
Goodwill and other intangibles amortization (26.4) (11.3) - (37.7)
------------ ----------- ---------- ------------
OPERATING INCOME 187.6 18.4 - 206.0
Interest income 14.9 0.3 - 15.2
Interest expense (79.8) (19.5) - (99.3)
Loss on disposal of businesses (1.9) 1.6 - (0.3)
Other expenses less income 25.5 (29.6) - (4.1)
------------ ----------- ---------- ------------
INCOME BEFORE INCOME TAXES 146.3 (28.8) - 117.5
Income taxes (32.0) (2.9) - (34.9)
------------ ----------- ---------- ------------
INCOME FROM CONTINUING OPERATIONS 114.3 (31.7) - 82.6
============ =========== ========== ============
PRIMARY AND FULLY DILUTED EARNINGS
PER COMMON SHARE
Income from continuing operations $ 0.78 - - $ 0.50
============ =========== ========== ============
Weighted average number of
common shares(a) 129,113,421 - 7,034,940 136,148,361
------------ ----------- ---------- ------------
</TABLE>
(a) Adjustment to weighted average number of common shares through the
issuance of 7,034,940 ADT common shares on merger.
PF-3
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UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year ended December 31, 1993 ADT ASH Pro Forma Pro Forma
Group Group Adjustments Total
$m $m $m $m
<S> <C> <C> <C> <C>
NET SALES 1,286.7 241.8 - 1,528.5
Cost of sales (705.6) (159.1) - (864.7)
Selling, general and administrative expenses (384.9) (55.1) - (440.0)
Goodwill and other intangibles amortization (25.9) (11.1) - (37.0)
------------ ----------- ---------- ------------
OPERATING INCOME 170.3 16.5 - 186.8
Interest income 11.4 1.9 - 13.3
Interest expense (58.0) (18.7) - (76.7)
Other income less expenses 9.2 0.6 - 9.8
------------ ----------- ---------- ------------
INCOME BEFORE INCOME TAXES 132.9 0.3 - 133.2
Income taxes (21.2) (1.3) - (22.5)
------------ ----------- ---------- ------------
NET INCOME 111.7 (1.0) - 110.7
============ =========== ========== ============
PRIMARY AND FULLY DILUTED EARNINGS
PER COMMON SHARE $0.80 - - $0.74
============ =========== ========== ============
Weighted average number of
common shares(a) 115,008,199 - 7,034,940 122,043,139
------------ ----------- ---------- ------------
</TABLE>
(a) Adjustment to weighted average number of common shares through the
issuance of 7,034,940 ADT common shares on merger.
PF-4
