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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 8)
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 3. Identity and Background.
The response to Item 3(b)(1) is hereby amended by adding the
following immediately before the paragraph under Item 3(b)(1) beginning "To
the extent that . . . ":
On April 23, 1997, the Board resolved, by unanimous written
consent, that with respect to the Western Offer only, and provided that the
Western Offer remains subject to the same terms and conditions as those
prevailing on March 17, 1997, the Distribution Date (as defined in the Rights
Plan) for the Rights shall be June 17, 1997, or such earlier date as may be
determined by the Board and that the Distribution Date in any other
circumstances shall be the date as provided for in the Rights Plan.
Item 8. Additional Information to be Furnished.
The response to Item 8 is hereby amended by adding the
following immediately before the paragraph under "Certain Litigation"
beginning "On December 26, 1996, Charles Gachot . . .":
On April 16, 1997, WCI filed a petition with the Supreme Court
of Bermuda (the "Bermuda Court") in which WCI alleges that the Tyco Merger has
been structured in order to deprive WCI and the Company's other shareholders
of their appraisal rights under Section 106 of the Bermuda Companies Act (the
"Act") applicable to an amalgamation under the Act. Although the Company is
acquiring Tyco in that transaction, WCI maintains that in actuality Tyco is
acquiring the Company and that the transaction should be treated as an
amalgamation between the Company and Tyco which would trigger appraisal rights
under Bermuda law. WCI alleges that the Company's actions are oppressive and
prejudicial to it. WCI asks the Court to order that the Tyco Merger be
enjoined unless the Company's shareholders are permitted to exercise all rights
they would be entitled to, including appraisal rights, if the transaction
between the Company and Tyco were an amalgamation under Bermuda law. In order
for WCI's petition to prevail, the Bermuda Court must find that the Company's
agreements with Tyco are so oppressive and prejudicial to the Company's
shareholders, or some part of them, that they otherwise justify the winding up
of the Company's affairs under Bermuda law. The Company and the Board believe
that the allegations in WCI's petition are without merit and intend to
vigorously defend against them. On April 23, 1997, the Company filed a
petition to strike out WCI's petition in the Bermuda Court on the grounds that
(i) the petition discloses no reasonable cause of action, (ii) the petition is
frivolous, embarrassing and vexatious and (iii) the petition is otherwise an
abuse of the process of the Bermuda Court.
The response to Item 8 is hereby amended by adding the
following after the final paragraph under "Demand for Western Stockholder
List":
On April 24, 1997, ADT Investments served a demand on
Western, pursuant to Section 17-6510 of the Kansas General Corporation
Code, that Western provide ADT Investments with, among other things, a
complete record or list of stockholders of Western as of the record date
for determining stockholders entitled to vote (the "Record Date") at the
annual meeting of Western's stockholders then scheduled for May 29, 1997 or
as of a recent date if a Record Date list was not available.
The response to Item 8 is hereby amended by adding the
following after the final paragraph of the prior response to Item 8:
Demand for Kansas City Power & Light Stockholder List
On April 10, 1997, ADT Investments II, Inc. ("ADT Investments
II"), a wholly owned subsidiary of ADT and a record holder of KCP&L common
stock, served a demand on KCP&L, pursuant to Section 351.215 of the Missouri
General and Business Corporation Law and Article VIII of KCP&L's By-Laws, that
certain corporate books and records, including, inter alia, a complete record
or list of shareholders of KCP&L as of a recent date, be made available for
inspection by ADT Investments II, or that copies be delivered to ADT
Investments II's agents for inspection. The stated purpose of the demand was
to permit ADT Investments II to communicate with other shareholders of KCP&L
on matters relating to their interests as shareholders, including
communicating with such shareholders regarding the proposed Western Offer.
To date, KCP&L has not provided the requested list of
shareholders. By letter dated April 14, 1997, KCP&L responded to ADT
Investments II's request, stating that given ADT's relationship with Western,
the demand, in its view, was not for a reasonable and proper purpose.
Item 9. Material to be Filed as Exhibits.
The response to Item 9 is hereby amended by adding the
following new exhibits:
Exhibit 99.47 ADT Investments, Inc.'s demand for Western
Resources, Inc.'s stockholder list dated April 24, 1997.
Exhibit 99.48 ADT Investments II, Inc.'s demand for Kansas City
Power & Light Company's stockholder list dated April 10,
1997.
Exhibit 99.49 Letter dated April 14, 1997, from Kansas City
Power & Light Company to ADT Investments II, Inc.
Exhibit 99.50 ADT Press Release dated April 24, 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
------------------------------
Stephen J. Ruzika
Chief Financial Officer, Executive Vice
President and Director (Principal
Financial Officer and Principal Accounting
Officer)
Dated: April 24, 1997
EXHIBIT 99.47
ADT INVESTMENTS, INC.
April 24, 1997
Western Resources, Inc.
818 Kansas Avenue
Topeka, KS 66612
Attention: J.K. Rosenberg
Executive Vice President
and General Counsel
Re: Demand for Stockholder List
Dear Sir:
The undersigned, ADT Investments, Inc., a record holder of
shares of common stock, par value $5.00 per share (the "Common Stock"), of
Western Resources, Inc., a Kansas corporation (the "Company"), hereby demands,
pursuant to Section 17-6510 of the Kansas General Corporation Code ("KGCC"),
that (1) original or attested copies of the following corporate records be
made immediately available for inspection and copying by the undersigned or
its attorneys or agents at the Company's principal place of business during
usual business hours and in no case later than 5:00 p.m. on May 1, 1997, and
from day to day thereafter during usual business hours until the inspection
may be completed, or (2) the Company deliver copies of such records to Gary
Gilson at the offices of Blackwell Sanders Matheny Weary & Lombardi L.C.
located at 2300 Main Street, Kansas City, Missouri 64108, to be updated from
time to time thereafter as set forth below. This demand is in addition to,
and distinct from, the demand previously made by ADT Investments, Inc. for the
stockholder list relating to the special meeting of the Company's stockholders
that was to be held on April 24, 1997 and is presently scheduled to be held on
June 17, 1997.
Pursuant to Section 17-6510 of the KGCC, the undersigned is
entitled to and demands as part of the foregoing inspection:
1. A complete record or list of stockholders of the Company certified
by its transfer agent showing the name and address of each
stockholder and the number of shares of stock registered in the name
of each stockholder as of the record date for determining
stockholders entitled to vote (the "Record Date") at the annual
meeting of the Company's stockholders now scheduled for May 29, 1997
(the "Annual Meeting") or as of a recent date if a Record Date list
is unavailable.
2. A magnetic computer tape list of the stockholders of the Company as
of the date of the list described in paragraph 1 above, showing the
name and address of and the number of shares held by each
stockholder and such computer processing data as is necessary to
make use of such magnetic computer tape, including, without
limitation, a record layout and a computer printout of such magnetic
computer tape list for verification purposes.
3. All information in or which comes into the possession or control of
the Company or its transfer agent, proxy solicitor or other agents,
or which can be reasonably obtained from nominees of any central
certificate depository system, broker, dealer, bank, clearing agency
or voting trustee or any other nominees concerning the number and
identity of the actual beneficial owners of the Company's Common
Stock, including a breakdown of any holders in the name of Cede &
Co. and any other similar securities depository or nominee.
4. All information in or which comes into the possession or control of
the Company or its transfer agent, proxy solicitor or other agents
concerning the name, address and number of shares of Common Stock
attributable to any beneficial owner or employee of the Company
entitled to direct the voting of any Company Common Stock pursuant
to any dividend reinvestment, employee stock ownership, incentive,
profit sharing, savings, retirement, stock option, stock purchase,
restricted stock or other comparable plan and a copy of the material
request form from ADP-Proxy Services. All information in or which
comes into the possession or control of the Company or its transfer
agent, proxy solicitor or other agents concerning the mechanism by
which the beneficial owners or employees of the Company direct the
voting of the shares of Common Stock of the Company pursuant to the
plans referred to in this paragraph 4.
5. All information in or which comes into the possession or control of
the Company or its transfer agent, proxy solicitor or other agents,
or which can reasonably be obtained from brokers, dealers, banks,
clearing agencies or voting trustees or their nominees or other
nominees relating to the names of non-objecting beneficial owners of
the Company's Common Stock in the format of a magnetic computer tape
list and printout in descending order balance (such information
being readily available to the Company under Rule 14b-1(b) of the
Securities Exchange Act of 1934 from ADP-Proxy Services), including
(but not limited to) all lists of such beneficial owners of Common
Stock available to the Company pursuant to Rule 14b-1(b).
The undersigned demands that modifications, additions or
deletions to any and all information referred to in paragraphs 1 through 5
above as of the date of the stockholder list referred to above up to and
through the date of the upcoming special meeting of the Company's stockholders
be immediately furnished to the undersigned as soon as modifications,
additions or deletions become available to the Company or its agents or
representatives.
The undersigned will bear the reasonable costs of the Company
in connection with the production of the requested information.
The purpose of this demand is to permit the undersigned to
communicate with other stockholders of the Company on matters relating to
their interests as stockholders, including communicating with such
stockholders regarding a solicitation of proxies in connection with the Annual
Meeting and furnishing to such stockholders copies of the undersigned's
solicitation materials.
This demand should receive your immediate attention so that all
of your stockholders will have the benefit of information concerning the
solicitation made by the undersigned as promptly as possible.
The undersigned hereby designates and authorizes Blackwell
Sanders Matheny Weary & Lombardi L.C. and D.F. King & Co. Inc., their
partners, employees, and any person designated by them to receive, as its
agents, the information herein requested. A power of attorney is enclosed
herewith.
Please advise Gary D. Gilson promptly at (816) 274-6998, and in
any event on or prior to the expiration of five business days after the date
of this demand, when and where the items demanded above will be made available
to the undersigned and its designated agents. If the Company has not
contacted Mr. Gilson by such date, we will assume that it does not intend to
comply with our demand for the information outlined above and we intend to
pursue an appropriate recourse to obtain such information.
Please sign and date a copy of this letter to indicate your
receipt hereof and return it to the undersigned.
Very truly yours,
ADT INVESTMENTS, INC.
By: /s/ J. William Grant
--------------------
J. William Grant
President
WESTERN RESOURCES, INC.
By: -----------------------
Name:
Title:
POWER OF ATTORNEY
ADT Investments, Inc., a Delaware corporation ("ADT") does hereby
generally constitute and appoint Gary D. Gilson of the firm Blackwell Sanders
Matheny Weary & Lombardi L.C. and John Bibas or Robert M. Fraina of the firm
of D.F. King & Co. Inc., or the authorized agents of any of the foregoing, to
act separately as true and lawful attorneys-in-fact and agents, with full
capacities, to (i) conduct the inspection and copying as requested by the
attached letter from the undersigned to Western Resources, Inc., a Kansas
corporation (the "Company") dated as of the date hereof, and (ii) conduct any
further inspection of the books and records of the Company's provided in
Section 17-6510 of the Kansas General Corporation Code, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as full to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
ADT INVESTMENTS, INC.
By: /s/ J. William Grant
----------------------
J. William Grant
President
Date: April 14th, 1997
STATE OF FLORIDA )
) ss:
COUNTY OF PALM BEACH )
J. William Grant, having been first duly sworn, deposes and says that he
is a President of ADT Investments, Inc., a Delaware corporation, and that he
is authorized to execute the foregoing power of attorney.
/s/ J. William Grant
--------------------
J. William Grant
SWORN TO AND SUBSCRIBED before me
this 14th day of April, 1997
/s/ Barbara A. Feinblatt
------------------------
Notary Public
[Notary Seal]
EXHIBIT 99.48
ADT INVESTMENTS II, INC.
April 10, 1997
Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64106-2124
Attention: Jeanie Sell Latz
Corporate Secretary
Re: Demand for Shareholder List
Dear Ms. Latz:
The undersigned, ADT Investments II, Inc., a record holder of
shares of common stock, without par value ("Common Stock"), of Kansas City
Power & Light Company, a Missouri corporation (the "Company"), hereby demands,
pursuant to Section 351.215 of the Missouri General and Business Corporation
Law and Article VIII of the Company's By-Laws, that (1) original or attested
copies of the following corporate records be made immediately available for
inspection and copying by the undersigned or its attorneys or agents at the
Company's principal place of business during usual business hours and in no
case later than 5:00 p.m. on April 14, 1997, and from day to day thereafter
during usual business hours until the inspection may be completed, or (2) the
Company deliver copies of such records to James C. Tilden at the offices of
Seigfreid, Bingham, Levy, Selzer & Gee located at 2800 Commerce Tower, 911
Main Street, Kansas City, Missouri 64105:
Pursuant to Section 351.215 of the Missouri General and Business
Corporation Law, the undersigned is entitled to and demands as part of the
foregoing inspection:
1. A complete record or list of shareholders of the Company
certified by its transfer agent showing the name and address
of each shareholder and the number of shares of stock
registered in the name of each shareholder as of a recent
date.
2. A magnetic computer tape list of the shareholders of the
Company as of the date of the list described in paragraph 1
above, showing the name and address of and the number of
shares held by each shareholder and such computer processing
data as is necessary to make use of such magnetic computer
tape, including, without limitation, a record layout and a
computer printout of such magnetic computer tape list for
verification purposes.
3. All information in or which comes into the possession or
control of the Company or its transfer agent, any proxy
solicitor or other agents, or which can be reasonably
obtained from nominees of any central certificate depository
system, broker, dealer, bank, clearing agency or voting
trustee or any other nominees concerning the number and
identity of the actual beneficial owners of the Company's
Common Stock, including a breakdown of any holders in the
name of Cede & Co. and any other similar securities
depository or nominee.
4. All information in or which comes into the possession or
control of the Company or its transfer agent, any proxy
solicitor or other agents concerning the name, address and
number of shares of Common Stock attributable to any
beneficial owner or employee of the Company entitled to
direct the voting of any Company Common Stock pursuant to
any dividend reinvestment, employee stock ownership,
incentive, profit sharing, savings, retirement, stock
option, stock purchase, restricted stock or other comparable
plan and a copy of the material request form from ADP-Proxy
Services. All information in or which comes into the
possession or control of the Company or its transfer agent,
any proxy solicitor or other agents concerning the mechanism
by which the beneficial owners or employees of the Company
direct the voting of the shares of Common Stock of the
Company pursuant to the plans referred to in this paragraph
4.
5. All information in or which comes into the possession or
control of the Company or its transfer agent, any proxy
solicitor or other agents, or which can reasonably be
obtained from brokers, dealers, banks, clearing agencies or
voting trustees or their nominees or other nominees relating
to the names of non-objecting beneficial owners of the
Company's Common Stock in the format of a magnetic computer
tape list and printout in descending order balance (such
information being readily available to the Company under
Rule 14b-1(b) of the Securities Exchange Act of 1934 from
ADP-Proxy Services), including (but not limited to) all
lists of such beneficial owners of Common Stock available to
the Company pursuant to Rule 14b-1(b).
The purpose of the demand is to permit the undersigned to
communicate with other shareholders of the Company on matters relating to
their interest as shareholders, including communicating with such shareholders
regarding the proposed offer by Western Resources, Inc. to exchange each
outstanding share of Common Stock of the Company for common stock of Western
Resources, Inc.
ADT Investments II, Inc. desires to examine the books and
records set forth above on April 14, 1997, and from day to day thereafter
until the inspection may be completed. ADT Investments II, Inc. is unable to
accurately estimate the probable duration of the examination until the exact
form and length of the items requested above is known; however, it is
anticipated that the inspection should be completed within six hours. ADT
Investments II, Inc. understands that, pursuant to Article VIII, Section 3 of
the Company's bylaws, the right to inspect books of the Company may be
exercised only at such times as the Company's registered office is normally
open for business and that the inspection may be limited to four hours on any
one day.
The following persons will be present at the examination: James
C. Tilden and such other attorneys from the law firm of Seigfreid, Bingham,
Levy, Selzer & Gee as Mr. Tilden deems necessary, representatives from D.F.
King & Co. Inc., and such other persons as they may deem necessary to conduct
an examination of the items demanded above.
The undersigned will bear the reasonable costs of the Company in
connection with the production of the requested information.
The undersigned hereby designates and authorizes Seigfreid,
Bingham, Levy, Selzer & Gee and D.F. King & Co. Inc., their partners,
employees, and any person designated by them to receive, as its agents, the
information herein requested. A power of attorney is enclosed herewith.
Please advise James C. Tilden promptly at (816) 421-4460 and in
any event within three days after receipt of this demand, when and where the
items demanded above will be made available to the undersigned and its
designated agents. If the Company has not contacted Mr. Tilden by such date,
we will assume that it does not intend to comply with our demand for the
information outlined above and we intend to pursue an appropriate recourse to
obtain such information.
Please sign and date a copy of this letter to indicate your
receipt hereof and return it to the undersigned.
Very truly yours,
ADT INVESTMENTS II, INC.
By: /s/ J. William Grant
---------------------
J. William Grant
President
KANSAS CITY POWER & LIGHT COMPANY
By:
-----------------------------
Name:
Title:
Date: April __, 1997
POWER OF ATTORNEY
ADT Investments II, Inc., a Delaware corporation ("ADT") does hereby
generally constitute and appoint James C. Tilden of the firm Seigfreid,
Bingham, Levy, Selzer & Gee, John Bibas or Robert M. Fraina of the firm of
D.F. King & Co. Inc., or the authorized agents of any of the foregoing to act
separately as true and lawful attorneys-in-fact and agents, with full
capacities, to (i) conduct the inspection and copying as requested by the
attached letter from the undersigned to Kansas City Power & Light Company, a
Missouri corporation (the "Company") dated as of the date hereof, and (ii)
conduct any further inspection of the books and records of the Company
provided in Section 351.215 of the Missouri General and Business Corporation
Law, granting unto said attorney-in-fact and agents, and each of them full
power and authority to do and perform each and every act and thing necessary
or advisable to be done in and about the premises, as full to all intents and
purposes as they might or would do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
ADT INVESTMENTS II, INC.
By: /s/ J. William Grant
---------------------
J. William Grant
President
Date: April 8, 1997
STATE OF FLORIDA )
) ss:
COUNTY OF PALM BEACH )
J. William Grant, having been first duly sworn, deposes and says that he
is a President of ADT Investments II, Inc., a Delaware corporation, and that
he is authorized to execute the foregoing power of attorney.
/s/ J. William Grant
--------------------
J. William Grant
SWORN TO AND SUBSCRIBED before me
this 8th day of April, 1997.
/s/ Barbara A. Feinblatt
- ------------------------
Notary Public
[Notary Seal]
EXHIBIT 99.49
[Letterhead of Kansas City Power & Light Company]
April 14, 1997
HAND DELIVERED
- --------------
ADT Investments II, Inc.
c/o James C. Tilden
Seigfried, Bingham, Levy, Selzer & Gee
2800 Commerce Tower
911 Main Street
Kansas City, Missouri 64105
Dear Mr. Tilden:
We received on April 11, 1997 the request of ADT Investments
II, Inc. for shareholder information of Kansas City Power & Light Company
(KCPL) pursuant to R.S.Mo. Section 351.215 and Article VIII of KCPL's Bylaws.
The stated purpose of its request was to communicate with
shareholders of KCPL on matters of their interest as shareholders including
the proposed offer by Western Resources, Inc. to exchange each share of common
stock of KCPL for common stock of Western Resources.
Given ADT Limited's relationship with Western Resources, the
request of ADT for the shareholder information is not for a reasonable and
proper purpose.
Please contact the undersigned should you have further
questions.
Sincerely,
/s/ Jeanie Sell Latz
Jeanie Sell Latz
Senior Vice President, Corporate Services,
Corporate Secretary & Chief Legal Officer
EXHIBIT 99.50
FOR IMMEDIATE RELEASE
[ADT LOGO]
April 24, 1997
PRESS RELEASE
ADT Limited ("ADT")
ADT ASKS BERMUDA SUPREME COURT TO DISMISS WESTERN'S LAWSUIT
- ------------------------------------------------------------------------------
Hamilton, Bermuda, April 24, 1997 - ADT Limited (NYSE - ADT) announced today
that it has asked the Supreme Court of Bermuda to dismiss the lawsuit filed
in Bermuda by Westar Capital, Inc., a subsidiary of Western Resources.
Michael A. Ashcroft, Chairman and Chief Executive Officer of ADT said:
"The lawsuit is a vexatious attempt by Western to try to destabilize ADT's
agreed merger with Tyco International Ltd. which offers ADT shareholders
superior value to Western's offer. We are confident that the Bermuda Supreme
Court will accede to our request and waste no further time on Western's
groundless action."
ADT also said that its stated grounds for dismissal are that Western's lawsuit
has no basis in law and is frivolous, vexatious and an abuse of the process of
the Supreme Court of Bermuda. ADT's legal counsel includes Mr. Robin Potts
Q.C., one of the leading authorities on English law and Bermuda law.
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 Incoporated ("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 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 at http://www.prnewswire.com/
