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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 7)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
ADT LIMITED
(Name of Subject Company)
ADT LIMITED
(Name of Person(s) Filing Statement)
Common Shares, par value $0.10 per share
(including the associated preference stock purchase rights)
(Title of Class of Securities)
000915 10 8
(CUSIP Number of Class of Securities)
Stephen J. Ruzika
c/o ADT, Inc.
1750 Clint Moore Road
Boca Raton, FL 33431-0835
(561) 988-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With a copy to:
David W. Ferguson, Esq.
Davis Polk & Wardwell
450 Lexington Ave.
New York, New York 10017
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INTRODUCTION
The Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") originally filed on March 4, 1997, by ADT Limited, a Bermuda
corporation ("ADT" or the "Company"), relates to an offer by Western
Resources, Inc., a Kansas corporation ("Western"), to exchange a combination
of Western common stock, par value $5.00 per share, and cash for any and all
of the outstanding common shares, par value $0.10 per share, including the
associated preference stock purchase rights, of ADT (the "Common Shares").
All capitalized terms used herein without definition have the respective
meanings set forth in the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
The response to Item 9 is hereby amended by adding the following new
exhibit:
Exhibit 99.46 ADT Press Release dated April 17, 1997.
SIGNATURE
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.
ADT LIMITED
By: /s/ Stephen J. Ruzika
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Stephen J. Ruzika
Chief Financial Officer, Executive
Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer)
Dated: April 17, 1997
EXHIBIT 99.46
[ADT LOGO]
PRESS RELEASE
ADT Limited ("ADT")
ADT REPUDIATES WESTERN'S LEGAL PLOY
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Hamilton, Bermuda, April 17, 1997 - ADT Limited (NYSE - ADT) today responded
to a Bermuda lawsuit filed late yesterday by Western Resources regarding the
structure of ADT's proposed merger with Tyco International Ltd.
Michael A. Ashcroft, chairman and chief executive officer of ADT stated, "We
have not yet seen the fine print of Western's lawsuit. However, the claim, as
described in Western's press release, is completely without merit. Given
Western's prior litigation tactics, we believe this lawsuit, like the others,
is another red herring in a deliberate attempt to create confusion in the
market and deflect attention away from the inadequacy of Western's offer for
ADT.
"Over the past two years, Tyco's total return for shareholders has been more
than eight times Western's total return for shareholders.* Under the
circumstances, one would think Western would be pleased by the superior value
offered in the Tyco-ADT merger."
"Since Western apparently is unable to exceed the value of the Tyco-ADT
merger, it is now asserting spurious legal arguments in an effort to interfere
with the completion of the Tyco-ADT merger agreement at the expense of all
remaining ADT shareholders. It will not work. Unlike Western's proposal, the
Tyco-ADT merger is in ADT shareholders' best interests and we are determined
to conclude it promptly."
ADT is the largest provider of electronic security services in North America
and the United Kingdom, providing continuous monitoring of commercial and
residential security systems to over 1.8 million customers.
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* The "total return for shareholders" calculations are based upon data
published by Bloomberg Financial Markets. No permission has been
sought nor obtained from Bloomberg.
CERTAIN ADDITIONAL INFORMATION: ADT Limited (the "Company") will be soliciting
proxies against the proposals of Western Resources, Inc. (together with its
subsidiaries, "Western") and revocations of proxies previously given to
Western for such proposals. The following individuals may be deemed to be
participants in the solicitation of proxies and revocations of proxies by the
Company: ADT Limited, Michael A. Ashcroft, John E. Danneberg, Alan B.
Henderson, James S. Pasman, Jr., Stephen J. Ruzika, W. Peter Slusser, William
W. Stinson, Raymond S. Troubh and Angela E. Entwistle. As of March 17, 1997,
Mr. Ashcroft is the beneficial owner of 11,075,718 of the Company's common
shares, Mr. Danneberg is the beneficial owner of 102 of the Company's common
shares, Mr. Henderson is the beneficial owner of 621 of the Company's common
shares, Mr. Pasman is the beneficial owner of 2,000 of the Company's common
shares, Mr. Ruzika is the beneficial owner of 1,157,405 of the Company's
common shares, Mr. Slusser is the beneficial owner of 2,800 of the Company's
common shares, Mr. Stinson is the beneficial owner of 3,010 of the Company's
common shares, Mr. Troubh is the beneficial owner of 2,500 of the Company's
common shares and Ms. Entwistle is the beneficial owner of 29,500 of the
Company's common shares. The company has retained Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") to act as its financial advisor
in connection with Western's proposals. Merrill Lynch is an investment
banking firm that provides a full range of financial services for
institutional and individual clients. Merrill Lynch does not admit that it or
any of its directors, officers or employees is a "participant" as defined in
Schedule 14A ("Schedule 14A") promulgated by the Commission under the
Securities Exchange Act of 1934, as amended, in the proxy solicitation, or
that such Schedule 14A requires the disclosure of certain financial
information concerning Merrill Lynch. In connection with Merrill Lynch's role
as financial advisor to the Company, Merrill Lynch and the following
investment banking employees of Merrill Lynch may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or other
persons who are shareholders of the Company: Barry Friedberg (Executive Vice
President), Richard Johnson (Managing Director), Huston McCollough (Managing
Director), Hugh O'Hare (Vice President), Robert Simensky (Vice President) and
Paul Bastone (Associate). In the normal course of its business, Merrill Lynch
regularly buys and sells securities issued by the company and its affiliates
("ADT Securities") for its own account and for the accounts of its customers,
which transactions may result from time to time in Merrill Lynch and its
associates having a net "long" or net "short" position in ADT Securities or
option contracts with other derivatives in or relating to ADT Securities. As
of February 28, 1997, Merrill Lynch held positions in ADT Securities as
principal as follows: (i) net "short" 769,995 of the Company's common shares;
(ii) net "long" $46,000 par amount of 9.25% Guaranteed Senior Subordinated
Notes of ADT Operations, Inc. due August 1, 2003; and (iii) net "long" 31,509
Liquid Yield Option[Trademark] Notes of ADT Operations, Inc. due 2010,
exchangeable for 889,499 of the Company's common shares.
Contact:
ADT, Inc.
561-988-3600
Note: This and other press releases are available through Company On-Call by
fax; call 800-758-5804, extension 112511, or http://www.prnewswire.com/
