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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
July 15, 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: (809) 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 (407) 997-8406.
Item 5. Other Events.
On July 15, 1996, Republic Industries, Inc. and ADT Limited ("ADT") announced
that they have entered into an amendment, dated as of July 15, 1996 (the
"Amendment"), to the Agreement and Plan of Amalgamation, dated as of July 1,
1996, to which they are party to change the date by which ADT is to receive a
favorable fairness opinion to the date of mailing of the joint proxy
statement/prospectus relating to the transaction to their respective
shareholders.
The foregoing description of the Amendment is qualified in its entirety by
reference to the Amendment, a copy of which is attached as Exhibit 2.1 hereto
and is incorporated by reference herein. The press release announcing the
Amendment 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 to Agreement and Plan of Amalgamation, dated
as of July 15, 1996, by and among Republic Industries,
Inc., R.I./TRIANGLE, Ltd. and ADT Limited dated as of
July 15, 1996.
Exhibit 99.1 Press Release issued by Republic Industries, Inc. and
ADT Limited on July 15, 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
Stephen J. Ruzika
Chief Financial Officer, Executive
Vice President and Director
Date: July 16, 1996
EXHIBIT INDEX
2.1 Amendment to Agreement and Plan of Amalgamation, dated as of July
15, 1996, by and among Republic Industries, Inc., R.I./TRIANGLE,
Ltd. and ADT Limited.
99.1 Press Release issued by Republic Industries, Inc. and ADT Limited
on July 15, 1996.
Exhibit 2.1
CONFORMED COPY
AMENDMENT
TO
AGREEMENT AND PLAN OF AMALGAMATION
Amendment, dated as of the fifteenth day of July, 1996, to the
Agree ment and Plan of Amalgamation (the "Agreement"), dated as of the
first day of July, 1996, 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").
Whereas, Parent, Acquisition and the Company are parties to the
Agreement.
Whereas, Parent, Acquisition and Company desire to amend the
Agreement in certain respects.
Now, therefore, in consideration of the premises and the
representations and warranties, covenants and other agreements hereinafter set
forth, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Section 7.1(g) of the Agreement is hereby amended and
restated in its entirety to read as follows:
"(g) by Parent or the Company at any time during the two-day
period immediately following the date on which Parent and the
Company otherwise would have been in a position to mail the Joint
Proxy Statement to Parent Stockholders and Company Shareholders,
if the Company shall not have re ceived a favorable Fairness
Opinion on or before such date;"
Section 2. References. All references to "this Agreement" in the
Agreement shall mean the Agreement as amended hereby.
Section 3. Governing Law. This Amendment shall be governed and
construed in accordance with the laws of Bermuda without regard to principles
of conflicts of law.
Section 4. 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.
Section 5. No Other Amendments. Except as expressly amended
hereby, the terms and conditions of the Agreement shall continue in full force
and effect.
IN WITNESS WHEREOF, the undersigned parties hereto have executed this
Amendment as of the date first written above.
REPUBLIC INDUSTRIES, INC.
By: /s/ Richard L. Handley
Name: Richard L. Handley
Title:Senior Vice President
[SEAL]
R.I./TRIANGLE, LTD.
By: /s/ Thomas Clements
Name: Thomas Clements
Title:Vice President
[SEAL]
ADT LIMITED
By: /s/ Michael A. Ashcroft
Name: Michael A. Ashcroft
Title:Director
[SEAL]
Exhibit 99.1
[Press Release]
CONTACT: Republic Industries 954-627-6000
Thomas W. Hawkins 954-627-6073
ADT Limited 407-997-8406
ADT AND REPUBLIC INDUSTRIES CHANGE TIME
FOR RECEIPT OF FAIRNESS OPINION
FT. LAUDERDALE, FL, July 15, 1996 -- Republic Industries,
Inc. (NASDAQ:RWIN) and ADT Limited (NYSE:ADT) jointly announced today that
they have amended their agreement providing for the combination of ADT and
Republic to change the date by which ADT is to receive a fairness opinion to
the date of mailing of the joint proxy statement/prospectus relating to the
transaction to their respective shareholders.
As previously announced, under the terms of the agreement,
ADT shareholders will receive .92857 shares of Republic common stock for each
of their shares of ADT common stock, and ADT will become a wholly-owned
subsidiary of Republic.
Republic is a diversified company operating in the
electronic security service, solid waste, and out-of-home media industries.
The Company is expanding into the automotive industry.
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 1.4 million customers in North American and Europe.
ADT is also the second largest provider of vehicle auction
services in the United States, operating a network of 29 vehicle auction
centers providing a comprehensive range of vehicle remarketing services to
vehicle dealers and owners and operators of vehicle fleets.
