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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 15)
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 7. Certain Negotiations and Transactions by the Subject Company.
The response to Item 7 is hereby amended by adding the following after
the last paragraph of the prior response:
The Board retained Lehman Brothers, based upon Lehman Brothers'
qualifications, expertise and reputation, to act as its financial advisor and
to assist ADT in the solicitation of proxies in connection with the Merger.
Pursuant to the terms of an engagement letter dated June 9, 1997 (the
"Lehman Engagement Letter"), ADT agreed to pay Lehman Brothers (i) a retainer
of $250,000, payable upon the signing of the engagement letter and (ii) a fee
of $1,750,000, payable upon the closing of any business combination between
ADT or any of its affiliates and Tyco or any of its affiliates, including
without limitation the Merger. In addition, ADT also agreed to reimburse
Lehman Brothers for its reasonable expenses, including without limitation
professional and legal fees and disbursements, incurred in connection with its
engagement under the Lehman Engagement Letter. ADT further agreed to indemnify
Lehman Brothers and certain related persons against certain liabilities to
which they may become subject arising in any manner out of or in connection
with the rendering of services by Lehman Brothers under the Lehman Engagement
Letter or the rendering of additional services related to those services that
may be requested by ADT.
Item 8. Additional Information to be Furnished.
The response to Item 8 is hereby amended by adding the following after
the paragraph beginning "On April 16, 1997, WCI filed a petition with the
Supreme Court of Bermuda . . ." under "Certain Litigation":
On May 29, 1997 WCI applied to the Bermuda Court to amend its petition
by adding claims that certain actions by the ADT Board were in breach of the
board members' fiduciary duties and damaging to the interests of ADT and ADT's
shareholders including WCI, and seeking, in the alternative to the request for
an order from the Bermuda Court to enjoin the Merger, an order that ADT must
offer to purchase, in cash, the Common Shares owned by WCI at a price equal to
the consideration provided for in the Merger or, if higher, at their fair
value as assessed by the Bermuda Court. WCI's application to amend its
petition has been scheduled to be heard along with ADT's motion to strike out
the petition on June 12 and 13, 1997.
The response to Item 8 is hereby amended by replacing the sentence "The
Company and its directors believe that the allegations in the complaint
brought by CCP are without merit and intend to vigorously defend against
them." under "Certain Litigation" with the following:
On June 4, 1997, ADT was issued notice that CCP voluntarily dismissed
its action without prejudice.
The response to Item 8 is hereby amended by adding the following before
the final paragraph under "Demand for Western Stockholder List":
On May 9 and 12, 1997, Western furnished ADT Investments with the
requested information as ordered by the Kansas Court.
The response to Item 8 is hereby amended by adding the following before
the final paragraph under "Demand for Kansas City Power & Light Stockholder
List":
On May 14, 1997, KCP&L furnished ADT Investments II with the requested
information as ordered by the Missouri Court.
The response to Item 8 is hereby amended by adding the following before
the final paragraph under "Other Information":
On June 6, 1997, ADT Investments filed a revised preliminary proxy
statement with the SEC in opposition to the solicitation of proxies by Western
relating to the special meeting of Western's shareholders to be held on June
17, 1997 (or any adjournments, postponements, continuations or reschedulings
thereof).
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: June 9, 1997
