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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
December 18, 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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NUMBER 7. SOLE VOTING POWER
OF SHARES 38,287,111
BENEFICIALLY ----------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY EACH 0
REPORTING ----------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 38,287,111
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
38,287,111
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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)
27.1%
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14. TYPE OF REPORTING PERSON
CO
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Pursuant to Rule 13d-2(a) of Regulation 13D 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 October 29, 1996 by
Amendment No. 8 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.
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.
No material change.
Item 4. PURPOSE OF THE TRANSACTION.
On December 18, 1996, the Reporting Person and Western Resources, Inc.
("WRI"), of which the Reporting Person is a wholly owned subsidiary, issued a
press release, a copy of which is filed as Exhibit 1 hereto, and incorporated
herein by reference, announcing a proposal to acquire the Issuer for $15.00 of
common stock of WRI and $7.50 cash per Share.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as follows:
(a) According to the Issuer's Form 10-Q for the quarter ended September 30,
1996, as of November 5, 1996 there were 141,119,159 Shares issued and
outstanding, of which 3,182,787 were held by a subsidiary of the Issuer. The
Reporting Person beneficially owns (within the meaning of Rule 13d-3) 38,287,111
Shares (including 14,115 Shares issuable upon exchange of 500 Liquid Yield
Option Notes ("LYONS") of the Issuer beneficially owned by the Reporting Person
as reported in Amendment No. 8 to the Statement), constituting approximately
27.1% of the total amount of issued and outstanding Shares (including the Shares
held by a subsidiary of the Issuer and assuming that 500 LYONS are exchanged for
14,115 Shares).
(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. 8 to the Statement, the Reporting
Person has purchased 209,500 Shares in open market transactions. Set forth below
is a table identifying and describing all such transactions:
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Common Shares Price per share Date of Purchase
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65,000 19.75 10/29/96
144,500 19.75 10/29/96
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.
Exhibit 1 Press release issued on December 18, 1996.
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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
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Name: Marilyn Dalton
Title: Secretary and Treasurer
Dated: December 18, 1996
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EXHIBIT INDEX
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Exhibit 1 Press release issued on December 18, 1996
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EXHIBIT 1
[LETTERHEAD OF WESTERN RESOURCES]
Media contact:
Michel' Philipp
Phone: 913.575.1927
FAX: 913.575.6399
[email protected]
Investor contact:
Rick Kready
Phone: 913.575.8226
FAX: 913.575.8160
Rick [email protected]
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Editor's Note: A telephone news conference call has been scheduled for 10 a.m.
CST with Mr. Hayes. Media wishing to participate should call 1-888-208-1811
prior to 10 a.m. CST and provide the following confirmation number: 298590.
WESTERN RESOURCES MAKES OFFER FOR ADT
IN $3.5 BILLION EXCHANGE OFFER
WESTERN RESOURCES WOULD BECOME #1
IN MONITORED SECURITY FOR HOMES, BUSINESSES
NEW YORK, New York, December 18, 1996 (7:30 a.m. EST) -- Western
Resources (NYSE: WR), the Topeka-based energy and security services company,
today announced an offer to acquire the outstanding common stock of ADT Limited,
North America's largest monitored security services company.
Western Resources, the largest shareowner of ADT with approximately 27
percent of ADT outstanding shares, said it would offer $22.50 in Western
Resources stock and cash for each ADT common share. The offer consists of
$15.00 in Western Resources common stock* and $7.50 cash. Under ADT's by-laws
Western Resources is calling for a special meeting of ADT shareowners to
replace the ADT board of directors in order to complete the transaction.
The offer was made in a letter, which is attached, to the ADT board of
directors through Michael Ashcroft, ADT chairman. The offer is to be made
directly to ADT shareowners through an exchange offer Western Resources intends
to file shortly.
-more-
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P.2 - ADT
Based on the closing price of ADT common shares on Tuesday, December 17,
1996, the offer represents a premium of 12 percent over ADT's market price. In
addition, ADT shareowners would receive a per ADT share equivalent dividend of
$0.99 per year based on Western Resources' current annual indicated dividend
rate of $2.06 per share and its share price of $31 1/4 at the close of business
on December 17. ADT does not presently pay a dividend.
Earlier this week, Western Resources announced an agreement to acquire
Westinghouse Security Systems. When joined with Western Resources' existing
security subsidiary, Westar Security, the Westinghouse acquisition positions
Westar Security as the third largest monitored security services provider in the
United States.
"We have demonstrated our belief in ADT's future through our
investment," said John E. Hayes, Jr., Western Resources chairman of the board
and chief executive officer. "The benefits of this transaction are compelling,
offering a natural extension of our respective businesses. The combination
positions us both to add lifestyle convenience to a national and international
consumer base."
Editor's note: B-roll footage is available for unrestricted broadcast usage on
the following C-Band satellite feeds: Wednesday, Dec. 18 -- 11 a.m. to 11:30
a.m. EST, Galaxy 4, Tr. 11; 2 p.m. to 2:30 p.m. EST, Galaxy 4 Tr. 9; 3 p.m. to
3:30 p.m. EST, Galaxy 9 Tr. 22; 4 to 4:30 p.m. EST, Galaxy 9, Tr. 22. On
Thursday, Dec. 19 -- 11 a.m. to 11:30 a.m. EST, Galaxy 9 Tr. 2; 2 p.m. to 2:30
p.m. EST, Galaxy 9, Tr. 22.
Western Resources (NYSE: WR) is a full-service, diversified energy
company with total assets of more than $6 billion. Its utilities, KPL and KGE,
operating in Kansas and Oklahoma, provide electric and gas service to
approximately 1.2 million customers. Through its unregulated subsidiaries,
Westar Energy, Westar Security, Westar Capital, and The Wing Group, a full range
of energy, security and related products and services are developed and marketed
in the continental U.S. and offshore.
Westar Security, with Westinghouse Security Systems, will be the third
largest provider of security services in the United States with more than
400,000 customers and branch offices in 50 cities.
For more information about Western Resources and its operating
companies, visit us on the Internet at http://www.wstnres.com.
*Assuming the Western Resources average stock price prior to closing is
above $29.75 per share.
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[Western Resources/John E. Hayes, Jr. Letterhead]
December 18, 1996
Mr. Michael A. Ashcroft
ADT Limited
41 Cedar House
Hamilton HM12
Bermuda
Dear Michael,
We have demonstrated our belief in ADT's future by investing $589 million to
purchase 27% of ADT's outstanding common shares, making us ADT's largest
shareowner. In the past you and your board have advised us that you are not
interested in discussing a business arrangement between our companies that could
maximize ADT's potential, both in its existing security business and in the
emerging market of deregulated retail energy distribution.
Now, after careful study and consideration, we have determined that the
potential benefits to ADT, Western Resources and ADT's other shareowners from a
combination of Western Resources and ADT are simply too compelling to ignore. We
firmly believe that this combination will provide significant benefits to our
respective shareowners, customers and employees not available to either company
on its own.
We believe ADT's full potential can only be realized in a strategic business
combination. In our proposed transaction, ADT shareowners will become part of
one of the most innovative and dynamic companies in the business of making
people's lives safer and more comfortable. Our subsidiary, Westar Security, is
one of the fastest growing security companies in the nation. Combined with ADT,
the leading brand name in the security industry, Western Resources will serve
the energy and security needs of customers across the country and around the
world.
Western Resources, therefore, will file with the Securities and Exchange
Commission a preliminary prospectus for an offer by Western Resources to ADT
shareowners. Under our proposed offer, ADT shareowners (other than Western
Resources and its affiliates) will receive $7.50 net in cash and $15.00 of
Western Resources common stock in exchange for each ADT common share, up to a
maximum of 0.50420 shares of Western Resources common stock. Based upon the
closing price of ADT common shares on December 17, 1996, our proposal represents
a 126o premium above ADT's market price.
In order to ensure ADT's other shareowners receive the chance to consider our
proposal for themselves, we will also demand a special general meeting of ADT
shareowners for the purposes of (i) removing the present members of the ADT
board, (ii) reducing the number of seats on the ADT board from eight to two, and
(iii) electing Western Resources' nominees to the ADT board. We will also file
preliminary proxy materials relating to such special meeting. Once the Western
Resources nominees are elected to the ADT board, Western Resources intends to
consummate the exchange offer and a subsequent amalgamation pursuant to which
Western Resources will acquire 100% of ADT's equity.
We trust that you and the other members of ADT's board will consider the best
interests of ADT's shareowners, customers and employees and agree to meet with
us to achieve a mutually beneficial transaction that ensures that ADT executives
and employees will enjoy exciting opportunities for career growth with the
combined company. We are, however, committed to achieving the strategic benefits
of a business combination of ADT and Western Resources and prepared to take all
necessary steps to ensure that we and ADT's other shareowners have the
opportunity to decide the future of our investment in ADT.
I look forward to hearing from you soon.
Sincerely,
/s/ John
