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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ADT LIMITED
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
000915 10 8
(CUSIP Number)
Marilyn Dalton
Secretary and Treasurer
Westar Capital
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)
July 12, 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
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westar Capital, Inc; 48-1092416
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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7. SOLE VOTING POWER
NUMBER OF 30,800,000
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 30,800,000
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
30,800,000
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
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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 and Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby further amends its Schedule 13D
Statement dated January 26, 1996 (the "Schedule 13D") which was initially
amended on March 7, 1996, and subsequently amended on March 18 and April 2,
1996, relating to the Common Shares, Par Value $0.10 Per Share (the
"Shares") of ADT Limited (the "Issuer"). Unless otherwise indicated, all
defined terms used herein shall have the same meanings respectively
ascribed to them in Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
The address of Westar Capital has changed to 818 Kansas Avenue,
Topeka, Kansas 66612.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
No material change.
Item 4. PURPOSE OF THE TRANSACTION.
As a consequence of the Issuer's entering into an Agreement and
Plan of Amalgamation, dated as of July 1, 1996 (the "Agreement"), with
Republic Industries, Inc. ("Republic") and R.I./Triangle, Ltd., a wholly-
owned subsidiary of Republic ("Sub"), providing for the amalgamation of Sub
with and into Issuer, with Issuer surviving (the "Proposed Transaction"),
the Reporting Person is in the process of evaluating its intentions with
respect to the Shares.
Based on its preliminary review of the Agreement, 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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The Reporting Person may from time to time buy or sell Shares
at prevailing market prices, or may negotiate to purchase or sell Shares
privately. Should the Proposed Transaction be consummated, the Reporting
Person may decide to sell some or all of the Republic shares it receives
therein.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Based on a representation of the Issuer contained in the
Agreement, there were as of July 1, 1996 133,492,146 Shares issued and
outstanding, of which 3,182,787 were held by a subsidiary of the Issuer.
The Reporting Person beneficially owns 30,800,000 Shares, constituting
23.1% 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.
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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: July 12, 1996
