SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
ADT LIMITED
(Name of Issuer)
Common Shares, Par Value $0.10 Per Share
(Title of Class of Securities)
000915 10 8
(CUSIP Number)
Marilyn Dalton
Secretary and Treasurer
Westar Capital, Inc.
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)
October 4, 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
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westar Capital, Inc; 48-1092416
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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7. SOLE VOTING POWER
NUMBER OF 33,971,296
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 33,971,296
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,971,296
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1%
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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 Exchange Act of 1934, as amended, Westar
Capital, Inc., a Kansas corporation (the "Reporting Person"), hereby amends and
supplements its Statement on Schedule 13D originally filed by the Reporting
Person on January 26, 1996, as most recently amended on September 13, 1996 by
Amendment No. 6 thereto (the "Statement"), with respect to the Common Shares,
par value $0.10 per share (the "Shares") of ADT Limited (the "Issuer"). Unless
otherwise indicated, each capitalized term used but not defined herein shall
have the meaning assigned to such term in the Statement.
This Amendment No. 7 to the Statement is being filed in connection with
the Reporting Person's filing today on Form 4 reporting purchases made in
September of 1996 and not reported in its Form 4 filing on September 10, 1996.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price (excluding commissions) for the
1,300,000 Shares purchased by the Reporting Person since Amendment No. 6 to the
Statement was $24,526,875. Such Shares were acquired with general capital funds
of the Reporting Person.
Item 4. PURPOSE OF THE TRANSACTION.
In order to purchase Shares at what the Reporting Person considered to
be favorable market prices, the Reporting Person decided to purchase 1,300,000
Shares in open market transactions, as more fully set forth in Item 5 below. In
the future, the Reporting Person may from time to time purchase or sell Shares
at prevailing market prices, or may negotiate to purchase or sell Shares
privately.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby deleted in its entirety and restated as follows:
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(a) According to the Issuer's Report on Form 10-Q for the six months
ended June 30, 1996, as of August 5, 1996 there were 133,736,123 Shares issued
and outstanding, of which 3,182,787 were held by a subsidiary of the Issuer.
According to proxy materials sent to shareholders of Automated Security
(Holdings) PLC ("ASH") in connection with the amalgamation of ASH with and into
the Issuer (the "Amalgamation"), approximately 7,000,000 Shares were to be
issued in the Amalgamation in exchange for outstanding securities of ASH. The
total of the 7,000,000 Shares issued in the Amalgamation and the 133,736,123
Shares reported to be outstanding on the Issuer's Form 10-Q is 140,736,123,
which is the number of Shares assumed to be outstanding for the purposes of this
Schedule 13D amendment. The Reporting Person beneficially owns (within the
meaning of Rule 13d-3) 33,971,296 Shares, constituting approximately 24.1% of
the above-noted total amount of issued and outstanding Shares (including the
Shares held by a subsidiary of the Issuer).
(b) The Reporting Person has the sole power to vote or direct the vote
of its Shares and to dispose of its Shares.
(c) Since the filing of Amendment No. 6 to the Statement, the Reporting
Person has purchased 1,300,000 Shares in open market transactions. Set forth
below is a table identifying and describing all such transactions and such
conversion:
Common Shares Price per Share Date of Purchase
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128,500 18.75 9/30/96
152,000 18.625 9/30/96
170,000 18.875 9/30/96
749,500 19.00 9/30/96
2,000 18.25 9/30/96
98,000 18.375 9/30/96
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: October 4, 1996
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