SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)
Tyco International Ltd.
(Name of Issuer)
Common Shares, Par Value $0.20 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)
September 8, 1997
(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 7,000,000
SHARES ----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 7,000,000
WITH --------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,000,000
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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)
2.8%
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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 August 14, 1997 by
Amendment No. 14 thereto (the "Statement"), with respect to the Common Shares,
par value $0.20 per share (the "Shares") of Tyco International Ltd., a Bermuda
corporation formerly known as 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.
Not Applicable.
Item 4. PURPOSE OF THE TRANSACTION.
In order to obtain what the Reporting Person considered to be a favorable
price for Shares, the Reporting Person sold 5,424,964 Shares since the filing of
Amendment No. 14 to the Statement.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After the sale of Shares, as set forth below, the Reporting Person
beneficially owns 7,000,000 Shares, or approximately 2.8% of the
outstanding Shares, based on a total number of outstanding Shares
of the Issuer of 243,231,006 on August 6, 1997 as reported in the
Issuer's Form 10-Q for the quarter ended June 30, 1997.
(b) No material change.
(c) Since the filing of Amendment No. 14 to the Statement, the Reporting
Person has sold 5,424,964 Shares effected in a block transaction on
September 8, 1997. The Reporting Person accepted competing sealed
bids from broker-dealers in connection with such transaction, and the
Shares were sold to Donaldson, Lufkin & Jenrette at a price of $82.25
per share net to the Reporting Person.
(d) No material change.
(e) Since the filing of Amendment No. 14 to the Statement, and as a
result of the sale of Shares by the Reporting Person, as described in
Item 5(c), the Reporting Person ceased to be a beneficial owner of
more than five percent of the outstanding Shares. Accordingly, this
Amendment No. 15 is the final amendment to the Statement.
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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.
None.
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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: September 9, 1997
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