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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 8-K
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)
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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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Historical and Pro Forma Financial Information
It is intended that the acquisition of ASH by ADT be accounted
for by means of a pooling of interests.
Historical and Pro Forma Financial Information in respect of
the combined group is required to be filed herewith.
It is impracticable to provide the foregoing Historical and
Pro Forma Financial Information at this time. The Company
will provide such Historical and Pro Forma Financial
Information by amendment to this Current Report on Form 8-K no
later than sixty days from the date hereof.
(c) Exhibits
Description
Exhibit 99.1 Order dated 4 September 1996 of the High Court
of Justice in the Matter of Automated Security
(Holdings) PLC sanctioning the Scheme of
Arrangement
2
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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
September 19, 1996
3
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SCHEDULE OF EXHIBITS
Description
Exhibit 99.1 Order dated 4 September 1996 of the High
Court of Justice in the Matter of Automated
Security (Holdings) PLC sanctioning the Scheme
of Arrangement
4
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No. 003889 of 1996
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT
MR REGISTRAR JAMES
4th September 1996
IN THE MATTER OF
AUTOMATED SECURITY
(HOLDINGS) PLC
- and -
IN THE MATTER OF
THE COMPANIES ACT 1985
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O R D E R
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Clifford Chance
200 Aldersgate Street
London EC1A 4JJ
Tel 071 600 1000
Solicitors for the Company
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IN THE HIGH COURT OF JUSTICE No. 003889 of 1996
CHANCERY DIVISION
COMPANIES COURT
MR REGISTRAR JAMES
Wednesday the 4th day of September 1996
IN THE MATTER OF AUTOMATED SECURITY (HOLDINGS) PLC
- and -
IN THE MATTER OF THE COMPANIES ACT 1985
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UPON THE PETITION of the above named AUTOMATED SECURITY (HOLDINGS) PLC
(hereinafter called the "Company") whose registered office is situate at The
Clock House, The Campus, Hemel Hempstead, Hertfordshire HP2 7TL
AND UPON HEARING Counsel for the Company and for ADT as defined in the Scheme
of Arrangement hereinafter sanctioned
AND ADT by its Counsel submitting to be bound by the Scheme of Arrangement
hereinafter sanctioned and undertaking to execute and do and procure to be
executed and done all such documents, acts and things as may be necessary or
desirable to be executed or done by it for the purpose of giving effect to the
said Scheme of Arrangement
AND UPON READING the documents recorded on the Court file as having been read
THE COURT HEREBY SANCTIONS the Scheme of Arrangement set forth in the Schedule
hereto
AND IT IS ORDERED that the Company deliver an Office Copy of this Order to the
Registrar of Companies.
Stamp of: High Court of Justice in
England and Wales Chancery
Division, Companies Court
4 Sep 1996
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IN THE HIGH COURT OF JUSTICE No. 003889 of 1996
CHANCERY DIVISION
COMPANIES COURT
IN THE MATTER OF AUTOMATED SECURITY (HOLDINGS) PLC
- and -
IN THE MATTER OF THE COMPANIES ACT 1985
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SCHEME OF ARRANGEMENT
- under -
SECTION 425 OF THE COMPANIES ACT 1985
- between -
AUTOMATED SECURITY (HOLDINGS) PLC
- and -
the holders of
(1) the Scheme Ordinary Shares;
(2) the 5% Preference Shares;
(3) the 6% Preference Shares;
(all as respectively hereinafter defined)
- and -
ADT LIMITED
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PRELIMINARY
(A) In this Scheme, unless inconsistent with the subject or context, the
following expressions shall have the following meanings namely:
"ADT" ADT Limited
"ADT Common Shares" or
"Common Shares" common shares of US$0.10 each in the
capital of ADT
"Business Day" a day (excluding Saturdays and public
holidays) on which banks are open for
business in London
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"Consideration Common Shares" ADT Common Shares to be issued as
consideration under the Scheme
"Effective Date" date on which this Scheme becomes
effective in accordance with its terms
"ASH" or the "Company" Automated Security (Holdings) PLC
"Ordinary Shares" ordinary shares of 10p each in the
capital of ASH
"5% Preference Shares" 5 per cent. convertible cumulative
redeemable preference shares of
British Pound Sterling 1
each in the capital of ASH
"6% Preference Shares" 6 per cent. convertible cumulative
redeemable preference shares of
British Pound Sterling 1
each in the capital of ASH
"Preference Shares" 5% Preference Shares and 6% Preference
Shares
"Record Date" Business Day immediately preceding the
Effective Date
"Scheme" this scheme of arrangement in its
present form or with any modification,
addition or condition approved or
imposed by the Court
"Scheme Ordinary Shares" such of the Ordinary Shares as are in
issue on the date hereof together with
such Ordinary Shares (a) as shall be in
issue at the close of business on the
Business Day prior to the date of the
Ordinary Court Meeting and (b) if any,
as shall be issued thereafter and
before the close of business on the
Record Date in respect of which the
allottees thereof have agreed to be
bound by this Scheme
"Scheme Shares" Scheme Ordinary Shares and Preference
Shares
and where the context so admits or requires, the plural includes the singular
and vice versa.
(B) The authorised share capital of ASH at the date of this Scheme is
British Pound Sterling 77,000,000 divided into 200,000,000 Ordinary
Shares of which 119,572,497 have been issued and are fully paid and
the remainder are unissued; 15,000,000 5% Preference Shares of which
7,867,040 have been issued and are fully paid and the remainder are
unissued; and 42,000,000 6% Preference Shares of which 40,760,788 have
been issued and are fully paid and the remainder are unissued.
(C) ADT was incorporated in Bermuda on 28 September 1984 as an exempted
company and has an authorised share capital of US$147,750,000 divided
into 220,000,000 Common Shares of which 133,689,020 have been issued
and are fully paid and the remainder are unissued; 125,000,000
convertible cumulative redeemable preference shares of US$1 each none
of which is in issue; 225,000 5-3/4 per cent. convertible cumulative
preference shares of US$1 each of which 756 have been issued and are
fully paid and the remainder are unissued; 500,000 6 per cent.
convertible cumulative redeemable preference shares of US$1 each of
which 4,180 have been issued and are fully paid and the remainder are
unissued; and 25,000 exchangeable redeemable preference shares 2005 of
US$1 each none of which is in issue.
(D) ADT has agreed to appear by Counsel on the hearing of the Petition to
sanction this Scheme and to undertake to the Court to be bound thereby
and to execute and do and procure to be executed and done all such
documents, acts and things as may be necessary or desirable to be
executed or done by it for
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the purpose of giving effect to this Scheme.
THE SCHEME
1. Transfer of the Scheme Shares
1.1 On the Effective Date, ADT shall acquire all the Scheme Shares free
from all liens, charges, equities, and encumbrances and together with
all rights at the date of this Scheme or hereafter attached thereto.
1.2 For such purpose the Scheme Shares shall be transferred to ADT or to
its nominees and to give effect thereto any person may be appointed by
ADT to execute as transferor an instrument of transfer of any such
Scheme Shares and every instrument of transfer so executed shall be as
effective as if it had been executed by the holder or holders of the
Scheme Shares thereby transferred.
2. Consideration
2.1 In consideration for the transfer of the Scheme Shares ADT shall,
subject as herein otherwise provided, on the Effective Date allot and
issue credited as fully paid to the persons who at the close of
business on the Record Date are the holders of Scheme Shares, the
following:
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for every 92 Scheme Ordinary Shares 3 ADT Common Shares
for every 31 5% Preference Shares 2 ADT Common Shares and
for every 31 6% Preference Shares 2 ADT Common Shares.
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2.2 In consideration for the transfer of the Scheme Shares, no fraction of
an ADT Common Share will be allotted pursuant to the provisions of
this Scheme but ADT will pay cash to a holder of Scheme Shares in
respect of such fractional entitlement. The value of the cash paid
for such fractional entitlement shall be determined by multiplying
such fractional entitlement by the closing price of an ADT Common
Share on the New York Stock Exchange on the Effective Date. Holders of
Scheme Shares with registered addresses in the UK will receive cheques
in sterling drawn on an appropriate UK clearing bank with such
sterling amount calculated by reference to the spot exchange rate
between the US dollar and sterling (as quoted by the Bank of England)
at the close of business on the Effective Date. All other holders of
Scheme Shares will receive cheques denominated in US dollars and drawn
on an appropriate US bank.
2.2 The Consideration Common Shares shall rank pari passu in all respects
with all other ADT Common Shares in issue on the Effective Date
including for all dividends or distributions made, paid or declared
thereon following the Effective Date.
3. Certificates for Scheme Shares
From and including the Effective Date, all certificates representing holdings
of Scheme Shares shall cease to have effect as documents of title to the Scheme
Shares comprised therein and each holder of any of the Scheme Shares shall be
bound at the request of ADT to deliver to ADT the certificate(s) for his or
her holding(s) thereof.
4. Operation of the Scheme
4.1 The Scheme shall become effective as soon as an office copy of the
Order of the High Court sanctioning the Scheme under Section 425 of
the Companies Act 1985 shall have been duly delivered to the Registrar
of Companies in England and Wales for registration.
4.2 Unless the Scheme shall have become effective on or before 31 October
1996, or such later date, if any, as ASH and ADT may agree and as the
Court may allow, the Scheme shall never become effective.
4.3 If the Scheme shall not be approved by the requisite majority at the
meeting of any class or classes of
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Scheme Preference Shares convened by Order of the Court or if the
Scheme shall not be sanctioned in respect of any such class or
classes, the Scheme shall nevertheless, but only with the consent of
ADT, be capable of taking effect with respect to the Scheme Ordinary
Shares and, if appropriate, the other class of Preference Shares and
all necessary modifications to the Scheme shall be made accordingly.
5. Despatch of consideration
5.1 ADT, shall, within 21 days after the Effective Date, unless prohibited
by law, send to the allottees certificates for the Consideration
Common Shares and send cheques to the holders of Scheme Shares
entitled thereto in accordance with Clause 2.2 of this Scheme. If, in
respect of any holder of Scheme Shares with a registered address
outside the UK, ADT is advised that the issue of Consideration Common
Shares pursuant to Clause 2.1 of the Scheme would infringe the laws of
any jurisdiction outside the UK, or would require ADT to observe any
governmental or other consent or any registration, filing or other
formality, ADT may determine that no Consideration Common Shares shall
be allotted to such holder pursuant to Clause 2.1 but shall instead be
allotted and issued to a nominee appointed by ADT, as trustee for such
holder, on terms that the nominee shall as soon as practicable
following the Effective Date sell the Consideration Common Shares so
allotted and issued at the best price which can reasonably be obtained
and shall account by cheque for the net proceeds of such sale (after
the deduction of all expenses and commissions, including any value
added tax payable thereon) by sending a cheque to the holder of such
Scheme Shares in accordance with the provisions of Clause 5.2 of this
Scheme within seven days of any such sale.
5.2 All certificates required to be sent by ADT pursuant to this Scheme
and all cheques required to be sent by ADT or the nominee referred to
in Clause 5.1 shall be sent through the post in prepaid envelopes
addressed to the persons entitled thereto at their respective
registered addresses as appearing in the register of members of ASH at
the close of business on the Record Date (or, in the case of joint
holders, to the address of that one of the joint holders whose name
stands first in the register in respect of such joint holding) or in
accordance with any special instructions regarding communications, and
neither ADT nor the nominee shall be responsible for any loss or delay
in transmission.
5.3 Each mandate in force at the close of business on the Record Date
relating to dividends on any Scheme Shares or the issue of Ordinary
Shares in lieu of cash dividends and each instruction given to ASH
relating to notices and communications shall, unless and until varied
or revoked, be deemed as from the Effective Date to be also an
effective mandate or instruction to ADT in relation to the
corresponding Consideration Common Shares then allotted and issued
pursuant to this Scheme.
6. Consent to modifications
ASH and ADT may jointly consent on behalf of all persons concerned to any
modification of, or addition to, the Scheme or to any condition which the Court
may approve or impose.
Dated 22 July 1996
