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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 27, 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)
BERMUDA Cedar House Not Applicable
(Jurisdiction of 41 Cedar Avenue (I.R.S. Employer
Incorporation or Hamilton HM12, Bermuda Identification No.)
Organization) (Address of Principal
Executive Offices)* Not Applicable
(Zip Code)
Registrant's telephone number, including area code: (441) 295-2244*
* 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.
Item 5. Other Events.
Republic Industries, Inc. ("Republic") and ADT Limited ("ADT") have entered
into an amendment, dated as of September 27, 1996 (the "Second Amendment"),
to the Agreement and Plan of Amalgamation, dated as of July 1, 1996 (as
previously amended, the "Agreement"), to which they are parties, to terminate
the Agreement and to amend the warrant previously issued to Republic by ADT
to include certain restrictions on the issuance of shares pursuant to the
warrant and the transfer of such shares by Republic to persons with interests
in 10% or more of the shares of ADT.
The foregoing description of the Second Amendment is qualified in its entirety
by reference to the Second Amendment, a copy of which is attached as Exhibit
2.1 hereto and is incorporated by reference herein. The press release
announcing the termination of the Agreement is attached as Exhibit 99.1
hereto and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
Exhibit 2.1 Amendment No. 2 to Agreement and Plan of Amalgamation,
dated as of September 27, 1996, by and among Republic
Industries, Inc., R.I./Triangle, Ltd. and ADT Limited
(inclusive of an Amendment to the Warrant).
Exhibit 99.1 Press Release issued by Republic Industries, Inc. and
ADT Limited on September 30, 1996.
SIGNATURES
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
Date: September 30, 1996
EXHIBIT INDEX
2.1 Amendment No. 2 to Agreement and Plan of Amalgamation, dated as of
September 27, 1996, by and among Republic Industries, Inc.,
R.I./Triangle, Ltd. and ADT Limited (inclusive of an Amendment to the
Warrant).
99.1 Press Release issued by Republic Industries, Inc. and ADT Limited
on September 30, 1996.
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Exhibit 2.1
CONFORMED COPY
AMENDMENT NO. 2
to
AGREEMENT AND PLAN OF AMALGAMATION
(INCLUSIVE OF AN AMENDMENT TO THE WARRANT)
Amendment, dated as of the 27th day of September, 1996, to the
Agreement and Plan of Amalgamation, dated as of the first day of July, 1996, as
amended on July 15, 1996 (as amended, the "Agreement") by and among Republic
Industries, Inc., a Delaware corporation ("Parent"), R.I./Triangle, Ltd., a
Bermuda company limited by shares and a wholly owned subsidiary of Parent
("Acquisition"), and ADT Limited, a Bermuda company limited by shares (the
"Company"), which Amendment includes an amendment to the Common Share Purchase
Warrant issued by the Company on July 1, 1996. Capitalized terms used but not
separately defined herein shall have the meanings assigned to such terms in
the Agreement.
WHEREAS, Parent, Acquisition, and the Company are parties to the
Agreement;
WHEREAS, Parent, Acquisition and the Company desire to terminate
the Agreement;
WHEREAS, Parent and the Company desire to amend the Warrant
previously issued to Parent by the Company;
NOW, THEREFORE, in consideration of the premises hereinafter set
forth, the parties hereto, intending to be legally bound hereby, agree as
follows:
1. Termination. (a) The parties hereby terminate the Agreement
pursuant to Section 7.1(a) thereof.
(b) The parties acknowledge that the effects of the
termination of the Agreement shall be as provided in Section 7.2 of the
Agreement and that none of the parties has breached any material provision of
the Agreement prior to the date hereof.
2. Amendment to Warrant. Parent and Company agree that the Warrant
shall be amended by adding the following new Section 24:
"24. Restrictions relating to Persons interested in 10% or more of the
shares of the Company. Notwithstanding any other provision of
this Warrant and in addition and without prejudice to all other
restrictions contained herein:
(a) the Company shall not be required to issue shares of Common
Stock (or Other Securities) pursuant to any obligation contained
in this Warrant and no shares shall be deemed to have been issued
under this Warrant to any Person who has acquired interests in
shares in the Company (other than interests acquired by virtue of
the holding of this Warrant) which amount to 10% or more of the
issued share capital of any class of the Company; and
(b) save pursuant to the procedures described in Section 13
above, no Common Stock (or Other Securities) issued to Parent Co.
or any of its Affiliates or nominees upon exercise of this Warrant
shall be knowingly sold, assigned or otherwise transferred to any
Person who Parent Co. has reasonable cause to believe (after
reasonable enquiry, which shall include enquiry of the Company)
has acquired interests in shares of the Company which amount to
10% or more of the issued share capital of any class of the Company
and, for the purposes of the above, the phrase "interests in
shares" shall be construed in the same manner as if it were
being construed for the purposes of and in accordance with Bye-
Law 46 of the Company's Bye-Laws and shall include interests in
shares of any Person deemed to be acting in concert within the
meaning of those Bye-Laws."
3. References. All references to the "Agreement" in this
Amendment shall mean the Agreement as previously amended and as amended
hereby. All references to the "Warrant" in this Amendment shall be deemed to
refer to the Warrant as amended by this Amendment. Except as expressly
amended hereby, the terms and conditions of the Warrant shall remain in full
force and effect.
4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of Bermuda without regard to principles
of conflicts of laws.
5. Counterparts. This Amendment may be executed in counterparts,
which together shall constitute one and the same Amendment. The parties may
execute more than one copy of this Amendment, each of which shall constitute an
original.
IN WITNESS WHEREOF, the undersigned parties hereto have executed
this Amendment as of the date first above written.
REPUBLIC INDUSTRIES, INC.
By: /s/ Steven R. Berrard
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Name: Steven R. Berrard
Title: Vice President [SEAL]
R.I./TRIANGLE, LTD.
By: /s/ Thomas W. Hawkins
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Name: Thomas W. Hawkins
Title: Senior Vice President [SEAL]
ADT LIMITED
THE COMMON SEAL ) By: /s/ M.A. Ashcroft
OF ADT LIMITED ) Name: M.A. Ashcroft
WAS HEREUNTO AFFIXED ) Title: Director
IN THE PRESENCE OF: )
By: /s/ S.J. Ruzika
Name: S.J. Ruzika
Title: Director
Exhibit 99.1
[Press Release]
REPUBLIC INDUSTRIES AND ADT ANNOUNCE
TERMINATION OF MERGER AGREEMENT
FORT LAUDERDALE, FL, September 30, 1996 -- Republic Industries,
Inc. (NASDAQ - RWIN) and ADT Limited (NYSE - ADT) jointly announced today that
they have agreed to terminate their agreement providing for the combination of
the two companies. Both companies cited uncertainty mainly attributable to
stock market conditions over the past few months.
H. Wayne Huizenga, Chairman and Chief Executive Officer of
Republic, stated:
"Despite both companies' initial enthusiasm about this
transaction, we now have agreed that this combination is no longer in the best
interests of our respective companies. The delay in completing this
transaction has been inconsistent with our expansion plans. We will now be
able to complete several other pending acquisitions, including Addington
Resources, Continental Waste and AutoNation. We will also be able to pursue a
number of other opportunities which have been delayed due to the ADT
transaction."
Michael A. Ashcroft, Chairman and Chief Executive Officer of ADT
added:
"The delay in completing the transaction forced both companies to
put business expansion plans on hold for too long. Both companies will now be
free to resume their individual business plans."
Republic Industries will continue to hold its warrant to acquire
15 million shares of ADT common stock at an exercise price of $20 per share.
The warrant, by its terms, became exercisable for a period of six months upon
termination of the combination agreement.
Republic is a diversified company operating in the solid waste,
automotive, electronic security services and out-of-home media industries.
ADT is the largest single provider of electronic security services
in North America and the largest provider in the United Kingdom providing
continuous monitoring of commercial and residential security systems to over
1.6 million customers.
ADT is also the second largest provider of vehicle auction
services in the United States, operating a network of 28 vehicle auction
centers providing a comprehensive range of vehicle remarketing services to
vehicle dealers and owners and operators of vehicle fleets.
Contact:
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ADT
561-997-8406
