As filed with the Securities and Exchange Commission on April 11, 1997
Registration No. 333-21425
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
ADT Limited
(Exact name of registrant as specified in its charter)
Bermuda Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Cedar House
41 Cedar Avenue
Hamilton HM12, Bermuda*
(441) 295-2244
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
______________
Stephen J. Ruzika
c/o ADT, Inc.
1750 Clint Moore Road
Boca Raton, FL 33431
(561) 988-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
*ADT Limited maintains its registered and principal executive offices at Cedar
House, 41 Cedar Avenue, Hamilton HM12 Bermuda. The executive offices of the
subsidiary which supervises ADT Limited's subsidiaries' activities in North
America are located at 1750 Clint Moore Road, Boca Raton, Florida 33431. The
telephone number there is (561) 988-3600.
______________
Copies to:
J.J. McCarthy, Jr., Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
______________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box: [ ]
______________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
==============================================================================
Subject to Completion
Prospectus dated April 11, 1997
15,086,698 Shares
ADT Limited
Common Shares
of $.10 nominal value each
This Prospectus relates to the public offering of common shares of $.10
nominal value each (the "Shares" or the "Common Shares") of ADT Limited, a
Bermuda company limited by shares ("ADT" or the "Company"), offered from time
to time by one or both of the Selling Shareholders named herein (each, a
"Selling Shareholder" and together, the "Selling Shareholders") for their own
respective benefits. The Shares to which this Prospectus relates have been
issued in private placements or issued upon the exercise of a warrant (the
"Warrant") to purchase Shares that was issued in a private placement. None of
the Shares offered pursuant to this Prospectus have been registered prior to
the filing of the Registration Statement of which this Prospectus is a part.
The Shares may be sold from time to time by the Selling Shareholders,
directly or through brokers, dealers or agents designated from time to time.
If necessary, a supplemental Prospectus will describe the method of sale in
greater detail. The Company will not receive any of the proceeds from the
sale of the Shares offered hereby. See "Use of Proceeds" and "Plan of
Distribution."
All expenses of registration incurred in connection with this offering
are being borne by the Company, but all selling and other expenses incurred by
a Selling Shareholder will be borne by such Selling Shareholder.
The Common Shares are listed on the New York Stock Exchange under the
symbol ADT.
See "Risk Factors" on pages 4 to 6 for a description of certain factors
that should be considered by purchasers of the Shares offered hereby.
The Selling Shareholders, agents, brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"). Commissions received by them and any profit on the
resale of the Shares may be deemed to be underwriting compensation under the
Securities Act. See "Plan of Distribution."
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
______________
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE
The date of this Prospectus is April ___, 1997.
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company or by any Selling Shareholder. This Prospectus shall not constitute
an offer to sell or a solicitation of an offer to buy any of the Shares
offered hereby in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made thereunder shall, under any circumstances,
create any implication that the information therein is correct as of any time
subsequent to the date thereof.
______________
ENFORCEMENT OF CIVIL LIABILITIES
ADT is organized in Bermuda and certain of its directors, officers and
controlling persons, certain of the experts named herein and one of the
Selling Shareholders named herein are resident outside the United States. All
or a substantial portion of the assets of such persons are located outside the
United States. Consequently, it may not be possible to effect service of
process on such persons within the United States or to enforce, in U.S.
courts, judgments against such persons obtained in U.S. courts and predicated
upon the civil liability provisions of the U.S. federal securities laws.
Furthermore, since all directly owned assets of ADT are outside the United
States any judgment against ADT may not be collectable within the United
States. ADT has been advised by its legal counsel in Bermuda, Appleby,
Spurling & Kempe, that there is doubt as to the enforcement in Bermuda, in
original actions or in actions for enforcement of judgments of U.S. courts, of
liabilities predicated upon U.S. federal securities laws. Such counsel has
also advised ADT that the Bermuda courts will enforce foreign judgments for
liquidated amounts in civil matters, subject to certain conditions and
exceptions.
TABLE OF CONTENTS
Page
----
Available Information................................................. 2
Incorporation of Certain Information by Reference..................... 3
The Company........................................................... 4
Risk Factors.......................................................... 4
Recent Developments................................................... 6
Selling Shareholders.................................................... 10
Use of Proceeds......................................................... 11
Plan of Distribution.................................................... 11
Experts................................................................. 12
Legal Matters........................................................... 12
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549 or at its Regional Offices located at Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661-2511 and at Seven
World Trade Center, 13th Floor, New York, New York 10048, and copies of
such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such material may also be accessed electronically by means of the
Commission's home page on the Internet at http://www.sec.gov. The Common
Shares are listed on the New York Stock Exchange, Inc. (the "New York
Stock Exchange"). In addition, reports, proxy statements and other
information concerning the Company can be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of the Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed with the Commission under the Securities Act. This
Prospectus omits certain of the information set forth in such Registration
Statement in accordance with the rules and regulations of the Commission.
Reference is hereby made to such Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
Securities. Any statements contained herein concerning the provisions of any
document are not necessarily complete, and in each instance reference is made
to the copy of such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission for a more complete description of the
matter involved. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed with the Commission, are
hereby incorporated by reference:
1. Annual Report on Form 10-K of the Company for the year ended
December 31, 1996;
2. Current Report on Form 8-K of the Company filed on March 24, 1997;
3. Joint Proxy Statement/Prospectus (as amended, the "Tyco Proxy
Statement") on Form S-4 (Registration No. 333-24363);
4. Proxy Statement (as amended, the "Western Proxy Statement") with
respect to the shareholders meeting requisitioned by Western
Resources, Inc. ("Western") filed on Schedule 14A; and
5. the Company's current Registration Statement on Form 8-A with
respect to registration of Common Shares under Section 12(b) of
the Exchange Act.
All documents filed by the Company after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the termination of the offering of the Shares offered hereby, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein (or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statements so modified or superseded shall be
deemed to constitute a part of this Prospectus, except as so modified or
superseded.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the documents referred
to above which have been or may be incorporated by reference in this
Prospectus (other than certain exhibits to such documents). Requests for such
documents should be directed to ADT, Inc., 1750 Clint Moore Road, Boca Raton,
Florida 33431, Attention: Mr. Stephen J. Ruzika (telephone (561) 988-3600).
THE COMPANY
The Company is engaged in two service businesses, electronic security
services in North America and Europe and vehicle auction and related services
in the United States. ADT sells, installs, monitors and maintains electronic
security devices in customers' businesses or residences that provide detection
of events, such as intrusion or fire, and surveillance and control of access.
ADT believes that it is the largest provider of electronic security services
in North America and the United Kingdom. ADT also operates a network of large
modern vehicle auction centers in the United States providing a comprehensive
range of vehicle redistribution services, including the collection and
transportation of a seller's vehicles to an auction center, reconditioning the
vehicles to retail standards, matching the vehicles with an appropriate
auction market and delivering the vehicles to the buyer. ADT auction centers
provide an organized and efficient means for the wholesale vehicle marketplace
to sell and purchase used vehicles. The Company is the second largest
provider of vehicle auction services in the United States.
The Company was organized in Bermuda in September 1984 under the name
Hawley Group Limited and maintains its registered and principal executive
offices at Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda. The executive
offices of the subsidiary which supervises ADT's subsidiaries' activities in
North America are located at 1750 Clint Moore Road, Boca Raton, Florida 33431.
The telephone number there is (561) 988-3600.
RISK FACTORS
In addition to reviewing the documents incorporated herein by reference
and the other information in this Prospectus, prospective purchasers of the
Shares offered hereby should consider carefully the following factors in
evaluating the Company and its business before purchasing the Shares offered
hereby.
Pending Acquisition; Possible Future Acquisitions
ADT is currently party to a merger agreement with Tyco International
Ltd. ("Tyco"). See "Recent Developments--Pending Acquisition." ADT is
also currently the subject of a hostile tender offer by Western, which owns
approximately 24.4% of ADT's common shares outstanding as of March 24,
1997. See "Recent Developments--Exchange Offer." No assurances can be
given that any pending or other transaction will be consummated or as to
the financial or operating effect of any such transaction on ADT or on the
market value of the Common Shares. Acquisitions, by their nature, involve
risks including, among others, difficulties in integrating the acquired
operations and possible negative effects of diverting management resources.
Vigorous Competition
The electronic security services business in North America is highly
competitive and highly fragmented and new competitors are continually entering
the field. ADT may encounter competition from future market entrants. In
addition, certain of ADT's competitors have, and new competitors may have,
greater financial resources than ADT.
The vehicle auction services division faces competition in the United
States from two other significant auction chains and a number of independently
owned local auctions.
Effect of Preferred Stock and Anti-Takeover Measures
Certain provisions of the Company's Memorandum of Association and
Bye-Laws (the "ADT Bye-Laws") and of Bermuda law could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, control of the Company.
The authorized capital of the Company includes 125 million preference
shares (the "First Preference Shares"). The board of directors of ADT, in its
sole discretion, may designate and issue one or more series of First
Preference Shares from the authorized and unissued First Preference Shares.
Subject to limitations imposed by law or ADT's Memorandum of Association and
Bye-Laws, the board of directors of the Company is empowered to determine the
designation of, and the number of shares constituting, each series of First
Preference Shares; the dividend rate for each series; the terms and conditions
of any voting and conversion rights for each series; the amounts payable on
each series upon redemption or ADT's liquidation, dissolution or winding-up;
the provisions of any sinking fund for the redemption or purchase of any
series; and the preferences and the relative rights among the series of First
Preference Shares. At the discretion of the board of directors of ADT, and
subject to its fiduciary duties, the First Preference Shares could be used to
deter any takeover attempt, by tender offer or otherwise. In addition, First
Preference Shares could be issued with voting and conversion rights which
could adversely affect the voting power of holders of Common Shares. The
issuance of First Preference Shares could also result in a series of
securities outstanding that would have preferences over the Common Shares with
respect to dividends and in liquidation.
The board of directors of ADT has adopted a shareholders rights plan,
which permits shareholders, in certain circumstances, to purchase Series A
First Preference Shares of ADT. See "Recent Developments--Shareholders Rights
Plan."
The ADT Bye-Laws apply the provisions of the United Kingdom City Code on
Take-Overs and Mergers (the "City Code") to the Company, together with the
United Kingdom Rules Governing Substantial Acquisitions of Shares (the "U.K.
Rules"). The U.K. Rules regulate increases in interests in the share capital
of ADT representing between 15% and 29.9% of voting rights. ADT's board of
directors may by notice require compliance with the U.K. Rules in relation to
acquisitions of shares carrying voting rights.
The ADT Bye-Laws also provide that the board of directors may by notice
require a person who is or becomes interested in shares of the Company in
circumstances in which he would be obliged to make or extend an offer or
offers to shareholders or holders of convertible securities under the City
Code to pursue the offer as provided under the City Code and to conduct
himself before, during and after the lapse of an offer in a manner that would
be required by the City Code. The board of directors may require that offers
be made to holders of convertible securities and holders of subscription
rights on comparable terms to those offered to holders of Common Shares.
If a person has acquired 30% or more of the Common Shares, the board of
directors may require such person to make an offer to purchase all shares
of every class of ADT's share capital in cash pursuant to terms set forth
in the ADT Bye-Laws.
RECENT DEVELOPMENTS
Pending Acquisition
On March 17, 1997, ADT entered into an Agreement and Plan of Merger (the
"Merger Agreement") by and among ADT, Limited Apache, Inc., a wholly-owned
subsidiary of ADT ("Apache"), and Tyco. The Merger Agreement provides for the
merger of Apache with and into Tyco (the "Merger"), with Tyco surviving the
Merger as a wholly-owned subsidiary of ADT. The Merger Agreement provides
that each share of Tyco common stock, par value $.50 per share, outstanding
immediately prior to the effective time of the Merger (other than treasury
stock and any shares owned by ADT or any direct or indirect wholly-owned
subsidiary of ADT) will be converted into the right to receive one fully paid
and non-assessable common share in the surviving corporation. A reverse stock
split effective at the time of the Merger will result in each Common Share
outstanding at the effective time of the Merger being converted into 0.48133
of a share of the combined company. Based on the closing price of Tyco common
stock on the last trading day prior to the announcement of the Merger, holders
of Common Shares would receive stock in the combined company having a value of
$29 per share. Based on the closing price of Tyco common stock on April 10,
1997, holders of Common Shares would receive stock in the combined company
having a value of $58.25 per share.
The Merger is subject to approval by the shareholders of Tyco and to the
approval of certain related matters by the shareholders of ADT. Consummation
of the Merger is subject to, among other things, the receipt of an opinion of
Coopers & Lybrand L.L.P. and Coopers & Lybrand that the Merger will be
accounted for as a pooling of interests.
Additional information concerning the Merger is contained in the Tyco
Proxy Statement, which is incorporated herein by reference.
Exchange Offer
At the time that ADT entered into the Merger Agreement, ADT was the
subject of a hostile exchange offer by Western (the "Western Offer") for all
of the outstanding Common Shares not already owned by Western and its
affiliates. The Western Offer was announced on December 18, 1996. On March
3, 1997, ADT filed with the Commission a Schedule 14D-9 stating that the ADT
board had determined that the Western Offer was inadequate and recommending
that ADT shareholders not accept the Western Offer or vote for certain
shareholder proposals made by Western.
On December 18, 1996, Western notified ADT of its intention to file with
the Commission a preliminary prospectus relating to the Western Offer. On
December 18, 1996, Western filed a notice with ADT to requisition a special
general meeting of ADT's shareholders to consider proposals to remove the
current members of the ADT board of directors, reduce the size of ADT's board
to two and elect two officers of Western as directors (the "Western
Proposals"). Western has stated that the purpose of the Western Proposals is
to facilitate consummation of the Western Offer. Western has stated that its
directors, if elected, intend to eliminate the protections for shareholders
contained in the ADT Bye-Laws and ADT's Rights Agreement dated as of November
6, 1996, as amended (the "ADT Shareholders Rights Plan"). The ADT board
believes that Western's attempt to complete an acquisition of the Company in
this manner is not in the best interests of ADT shareholders. On January 6,
1997, the ADT board met to consider the Western Offer and the Western
Proposals and set the date for ADT's special general meeting of shareholders
to consider the Western Proposals as July 8, 1997.
On March 2, 1997, the ADT board met with its legal and financial
advisors and concluded that the Western Offer as of that date was inadequate.
On March 3, 1997, Western issued a press release (the "March 3rd Press
Release") in which it announced an intention to change the mix of
consideration payable pursuant to the Western Offer, but without changing the
maximum value of such consideration. Prior to the March 3rd Press Release,
Western, in its preliminary prospectus, had stated that it intended to
commence the Western Offer, upon the terms and subject to the conditions set
forth in the Western Registration Statement on Form S-4 and in a related
Letter of Transmittal, to exchange $7.50 net in cash and a number of shares of
Western common stock valued at a maximum of $15 (depending on a pricing
formula) for each of the Common Shares validly tendered in the Western Offer.
In the March 3rd Press Release, Western announced that it intended to amend
the Western Offer to increase the cash portion of its offer to $10.00 per
Common Share and to decrease the number of shares of Western common stock so
that the maximum value of the shares of Western common stock exchangeable for
each Common Share would be $12.50. The March 3rd Press Release stated that
based on the closing price of Western's common stock on February 28, 1997, ADT
shareholders would receive $10.00 in cash plus 0.41322 of a share of Western
common stock for each Common Share pursuant to the Western Offer. The precise
formula for determining the number of shares of Western common stock to be
exchanged for each Common Share pursuant to the Western Offer was not set
forth in the March 3rd Press Release. However, the press release did state
that ADT shareholders would not receive more than 0.42017 of a share of
Western common stock for each Common Share.
On March 3, 1997, the ADT board met again with its legal and financial
advisors and unanimously concluded that the Western Offer, as amended by the
March 3rd Press Release, was inadequate and not in the best interests of ADT
shareholders. The board recommended that ADT shareholders vote against the
Western Proposals and that shareholders not tender their Common Shares if
Western formally commenced the Western Offer. ADT filed a Schedule 14D-9
setting forth the material factors that the ADT board considered in reaching
its conclusion and is soliciting proxies in opposition to the Western
Proposals.
On March 17, 1997, Western commenced the Western Offer and stated that
it had mailed a prospectus for the Western Offer and a proxy statement for the
Western Proposals to holders of the Common Shares. On the same day, Tyco and
ADT announced the Merger.
The Western Offer is conditioned upon, among other things, a judgment
declaring the Warrant (as hereinafter defined) invalid or expiring
unexercised. See "Certain Litigation Against the Company" below.
On March 28, 1997, the ADT board resolved, by unanimous written consent,
to extend the Distribution Date (as defined in the ADT Shareholders Rights
Plan) for the Rights until August 15, 1997 or such earlier date as may be
determined by the ADT board.
Additional information concerning the Western Offer is contained in the
Western Proxy Statement, which is incorporated herein by reference.
Shareholders Rights Plan
On November 4, 1996, the ADT board declared a distribution of one Series
A First Preference Share purchase right (a "Right") for each Common Share
outstanding on November 15, 1996. Each Right will entitle the holder to
purchase from the Company shares of a new series of First Preference Shares at
an initial purchase price of $90 (per one-hundredth of a share). The rights
will become exercisable and will detach from the Common Shares a specified
period of time after any person has become the beneficial owner of 15% or more
of the Common Shares or has commenced a tender or exchange offer which, if
consummated, would result in any person becoming the beneficial owner of 15%
or more of the Common Shares. The rights will not become exercisable on
account of any person being the beneficial owner of 15% or more of the Common
Shares as at November 4, 1996 at 5 p.m., Eastern Standard Time, but will
become exercisable if such person increases his beneficial ownership after
this time.
If any person becomes the beneficial owner of 15% or more of the Common
Shares, or if any person who is already the beneficial owner of 15% or more of
the Common Shares increases his beneficial ownership, each Right will entitle
the holder, other than the acquiring person, to purchase, for the rights
purchase price, Common Shares having a market value of twice the rights
purchase price. Since Western beneficially owned more than 15% of the Common
Shares outstanding on November 4, 1996, the acquisition by Western of any
additional Common Shares pursuant to the Western Offer or otherwise would
cause the Rights to be triggered unless the Rights were previously redeemed.
In order to implement the ADT board's original intentions in adopting
the ADT Shareholders Rights Plan, on March 2, 1997, the ADT board resolved to
effect certain changes to the ADT Shareholders Rights Plan as set forth in the
First Amendment to the Rights Agreement, dated as of March 3, 1997 (the
"Rights Plan Amendment"). The Rights Plan Amendment limits the ability to
redeem or revoke the rights issued under the ADT Shareholders Rights Plan (the
"Rights") by, among other things, (i) amending the definition of a continuing
director on the ADT board ("Continuing Director") to exclude persons elected
to the ADT board as a result of a proxy solicitation or similar shareholder
initiative if any participant in such initiative has stated (or a majority of
the ADT board has determined in good faith) that such participant (or its
affiliates or associates) intends to take, or may consider taking, any action
that would result in (a) that person becoming a person (other than ADT or any
employee benefit plan of ADT) that has acquired beneficial ownership of 15% or
more of the Common Shares issued and outstanding (or, in the case of any
person that beneficially owned more than 15% of the Common Shares on November
4, 1996, that person's acquiring more than such person owned as of such date)
or (b) a merger, consolidation or sale of a majority of the assets or voting
power of ADT which causes the rights to be triggered and (ii) expanding the
circumstances in which supplements, deletions or amendments to the ADT
Shareholders Rights Plan must be approved by a majority of Continuing
Directors. If the Western Proposals were adopted so that the only members of
the ADT board were the Western nominees, there would be no Continuing
Directors on the ADT board. As a result of the Rights Plan Amendment, the
Western nominees would be unable to amend the ADT Shareholders Rights Plan or
redeem the Rights, which would adversely affect the ability of Western to
complete the Western Offer.
Certain Litigation Against the Company
On December 18, 1996, Western, through an affiliate, commenced
litigation against the Company, the directors of the Company and Republic in
the U.S. District Court for the Southern District of Florida. Western's
complaint, as amended and modified by subsequent filings, alleges that the
Company and its directors breached their fiduciary duties to Western and the
Company's other shareholders (i) by issuing the Warrant (as hereinafter
defined) to Republic in connection with the proposed merger transaction with
Republic, (ii) by adopting the ADT Shareholders Rights Plan, (iii) by holding
Common Shares in one of the Company's subsidiaries with the intention of
voting those shares as needed to entrench existing management and (iv) by
setting a July 8, 1997 date for a meeting of the Company's shareholders to
consider the Western Proposals. The complaint also alleges, among other
things, that the Company and its directors interfered with Western's voting
rights. Western seeks various injunctive remedies, including (i) a
declaration voiding the Warrant, (ii) an order compelling the Company to hold
the shareholders meeting on or before March 20, 1997, (iii) judicial
nullification of the Rights Plan Amendment and (iv) a rescission of actions by
ADT if it can be shown that a subsidiary of ADT cast decisive votes as a
shareholder with respect to those actions. The Company and its directors
believe that Western's allegations are without merit and intend to vigorously
defend against them.
Western is also seeking a preliminary injunction (i) preventing Republic
from selling or transferring any of the Common Shares it acquired upon
exercise of the Warrant and (ii) preventing the Chairman of ADT from
exercising the proxy on such shares granted by Republic pursuant to the terms
of the Warrant. The Company and its directors have filed papers in opposition
to this motion.
On December 26, 1996, Charles Gachot filed a complaint in the Circuit
Court for the Fifteenth Judicial Circuit in Palm Beach County, Florida (the
"Florida Circuit Court") against the Company, certain of its directors,
Western and an affiliate of Western. The complaint was brought on behalf of a
class of all shareholders of the Company and alleges that Western has breached
its fiduciary duties to the Company's shareholders by offering an inadequate
price for the outstanding Common Shares. The complaint seeks to enjoin
Western from acquiring the outstanding Common Shares. The complaint also
alleges that the Company and its directors have refused to negotiate with
Western and that the Warrant and the ADT Shareholders Rights Plan are
improper. The complaint seeks unspecified monetary relief from all
defendants. The Company and its directors believe that the allegations in Mr.
Gachot's complaint against the Company and its directors are without merit and
intend to vigorously defend against them.
On March 11, 1997, Crandon Capital Partners ("CCP") filed a complaint in
the Florida Circuit Court against the Company, certain of its current and
former directors and Republic. The complaint was brought by CCP in a
derivative capacity on behalf of ADT. The complaint alleges that ADT's
directors breached their fiduciary duties and wasted corporate assets in
connection with (i) the granting of options to certain officers of ADT in
1996, (ii) the issuance of the Warrant to Republic, (iii) the implementation
of the shareholders rights plan and (iv) harassing and attempting to
disenfranchise an affiliate of Western. The complaint seeks an unspecified
amount of damages and a court order directing ADT's directors to establish a
system of internal controls to prevent repetition of the alleged breaches of
fiduciary duty and corporate waste. The Company and its directors believe
that the allegation in CCP's complaint are without merit and intend to
vigorously defend against them.
Additional information on the litigation is contained in the Tyco Proxy
Statement, which is incorporated herein by reference.
Republic Warrant
On July 1, 1996, ADT entered into an amalgamation agreement with
Republic Industries, Inc. ("Republic"), pursuant to which Republic was to
acquire ADT (the "Republic Merger"). In connection with the Republic Merger,
ADT issued to Republic a share purchase warrant to acquire 15,000,000 Common
Shares at $20 per share (the "Warrant"). The termination of the proposed
Republic Merger was announced on September 30, 1996, and the Warrant, by its
terms, became exercisable for a period of six months.
On March 21, 1997, ADT and Republic announced that Republic, through its
wholly owned subsidiary, Triangle Corporation ("Triangle"), had exercised the
Warrant, purchasing 15,000,000 Common Shares for $300 million. The Common
Shares issued to Triangle upon exercise of the Warrant represent approximately
9.6% of the enlarged outstanding share capital of ADT. No agreements exist
between the Company and Republic restricting the sale or vote of these shares,
except that (i) pursuant to the terms of the Warrant, Republic may not sell in
excess of 5,000,000 shares (subject to adjustment) to any single entity or
affiliates of such entity in one or a series of related transactions and (ii)
Republic has granted to the Chairman of the Company an irrevocable proxy to
vote, with respect to any matter to be voted upon by ADT's shareholders, the
15,000,000 Common Shares issued under the Warrant. The proxy expires as to
any such Common Shares on the earlier of (i) September 27, 1998 and (ii) the
date such shares are no longer held by Republic or any of its affiliates or
nominees. Mr. Michael A. Ashcroft, in his capacity as Chairman, will vote the
15,000,000 Common Shares as directed by the ADT board. See "Certain
Litigation Against the Company" above.
As provided in the Warrant, following the effective date of this
Registration Statement, subject to the Company's right to suspend the use of
the registration statement for a reasonable period of up to 75 days if the
Chairman of the Company determines that such registration or distribution
would be materially detrimental to the Company or because the Company
possesses material non-public information the disclosure of which would be
materially detrimental to the Company, the Company is required to maintain the
effectiveness of the Registration Statement for 120 days.
SELLING SHAREHOLDERS
The following table shows (i) the name of each Selling Shareholder, (ii)
the number of Common Shares beneficially owned by such Selling Shareholder
prior to the offering, (iii) the number of Common Shares to be sold pursuant
to this Prospectus and (iv) the number of shares beneficially owned after the
offering:
<TABLE>
<CAPTION>
Number of Common Shares
----------------------------------------------------------------
Owned Prior to
Name Offering Offered Owned after the Offering
---- -------------- ------- ------------------------
<S> <C> <C> <C>
Republic Industries, Inc. 15,000,000 (1) 15,000,000 --
Mourant & Co. Trustees 86,698 (2) 86,698 --
Limited
</TABLE>
- ----------------
(1) Represents shares issued upon exercise of the Warrant. See "Recent
Developments--Republic Warrant."
(2) Represents shares held in trust for the benefit of an employees'
share ownership plan ("ESOP") of Automated Security (Holdings)
PLC. The ESOP received shares of ADT in exchange for shares of
Automated Security (Holdings) PLC in connection with ADT's
acquisition of Automated Security (Holdings) PLC.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares.
PLAN OF DISTRIBUTION
The Company has been advised by each of the Selling Shareholders that
they intend to sell all or a portion of the Shares that they own or are
entitled to receive upon exercise of the Warrant, as the case may be, on the
New York Stock Exchange or such other national securities exchange or
automated interdealer quotation system on which shares of Common Stock are
then listed, through negotiated transactions or otherwise at market prices
prevailing at the time of the sale or at negotiated prices. Alternatively,
from time to time a Selling Shareholder may offer Shares through brokers,
dealers or agents, who may receive compensation in the form of concessions or
commissions from any such Selling Shareholders, agents and/or the purchasers
for whom they may act as agent or to a broker-dealer acting as principal. In
the latter case, the broker-dealer may then resell such Shares to the public
at varying prices to be determined by such broker-dealer at the time of
resale. The Shares may be sold in connection with equity swap, put or call,
margin and similar transactions entered into by a Selling Shareholder,
including sales by or at the direction of the counterparty to any such
transactions. If necessary, a supplemental Prospectus will describe the
method of sale in greater detail. In addition, any of the Shares which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold
under Rule 144 rather than pursuant to this Prospectus.
The Selling Shareholders and any such brokers, dealers or agents that
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profits on
the sale of Shares by them and any associated discounts, commissions or
concessions that are received may be deemed to be underwriting compensation
under the Securities Act. To the extent a Selling Shareholder may be deemed
to be an underwriter, he or it may be subject to certain statutory liabilities
under the Securities Act, including but not limited to Sections 11 and 12 of
the Securities Act.
Shares may be sold from time to time in transactions at a fixed offering
price, which may be changed, or at varying prices determined at the time of
sale or at negotiated prices. If applicable, such prices will be determined
by agreement between the Selling Shareholders and any such dealers. The
Selling Shareholders may, from time to time, authorize dealers, acting as the
Selling Shareholders' respective agents, to solicit offers to purchase Shares
upon the terms and conditions set forth in any supplemental Prospectus.
The Selling Shareholders and any other person participating in a sale or
distribution of Shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation Rule 10b-5 and Rules 101 and 102 of Regulation M, which provisions
may limit the timing of purchases and sales of any of the Shares by the
Selling Shareholders and any other such person.
All expenses of registration incurred in connection with this offering
are being borne by the Company, but all selling and other expenses incurred by
a Selling Shareholder will be borne by such Selling Shareholder.
In order to comply with securities laws in certain jurisdictions, the
Shares offered hereby will be offered or sold in such jurisdiction only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions, the securities offered hereby may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions or an
exemption from registration or qualification is available and is complied with.
There can be no assurance that the Selling Shareholders will sell any or
all of the Shares offered by them hereunder.
The Company has agreed to indemnify the Selling Shareholders against
certain civil liabilities, including certain liabilities under the Securities
Act, in connection with the sale of the Shares.
EXPERTS
The consolidated financial statements of the Company included in the
Annual Report on Form 10-K of the Company for the year ended December 31, 1996
have been audited by Coopers & Lybrand, independent accountants, as stated in
their report dated March 26, 1997 and are incorporated herein by reference in
reliance upon the report of such firm, which report is given upon their
authority as experts in accounting and auditing.
Any consolidated financial statements hereafter incorporated by
reference in the registration statement of which this prospectus is a part
that have been audited and are the subject of a report by independent
accountants will be incorporated herein by reference in reliance upon such
reports and upon the authority of such firms as experts in accounting and
auditing to the extent covered by consents filed with the Commission.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Appleby, Spurling & Kempe, Hamilton, Bermuda.
John D. Campbell, the Secretary of ADT, is also a member of the law firm
of Appleby, Spurling & Kempe, legal counsel for ADT in Bermuda, which has
rendered an opinion in connection with the offering of the Shares.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 15. Indemnification of Directors and Officers.
Section 103 of the Bye-Laws of ADT provides, in part, that ADT shall
indemnify its directors and officers for all costs, losses and expenses which
they may incur in the performance of their duties as director or officer,
provided that such indemnification is not otherwise prohibited under The
Companies Act 1981 (as amended) of Bermuda. Section 98 of The Companies Act
1981 (as amended) prohibits such indemnification against any liability arising
out of the fraud or dishonesty of the director or officer. However, such
section permits ADT to indemnify a director or officer against any liability
incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favor or in which he is acquitted or when other
similar relief is granted to him.
The Company maintains liability insurance covering its directors and
officers and those of its subsidiaries.
Pursuant to the terms of the Warrant, the Company has agreed to
indemnify certain of the Selling Shareholders against certain civil
liabilities, including certain liabilities under the Securities Act, in
connection with the sale of the Shares.
Item 16. List of Exhibits and Exhibit Index
Exhibit 4.1- Memorandum of Association (as altered) of the Company, filed as
an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992, is incorporated by reference
herein.
Exhibit 4.2- Bye-laws, as amended, of the Company, filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December
31, 1992, is incorporated by reference herein.
Exhibit 4.3- Rights Agreement dated as of November 6, 1996, as amended as of
March 3, 1997, between ADT Limited and Citibank, N.A. as Rights
Agent (including Exhibit A as a supplement to the Bye-laws of the
Company), filed as exhibits to the Company's Schedule 14D-9 on
March 3, 1997, is incorporated by reference herein.
Exhibit 5.1-Opinion of Appleby, Spurling & Kempe as to legality of Shares
offered.
Exhibit 10.1- Common Share Purchase Warrant dated as of July 1, 1996, as
amended on September 27, 1996, filed as exhibits to the
Company's Forms 8-K on July 10, 1996 and September 30, 1996,
is incorporated by reference herein.
Exhibit 23.1- Consent of Coopers & Lybrand, Independent Accountants, filed as
an exhibit to the Company's Form 10-K for the year ended
December 31, 1996, is incorporated by reference herein.
Exhibit 23.2-Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1).
Exhibit 24.1*-Power of Attorney.
* Previously filed as an Exhibit to this Registration Statement.
Item 17.Undertakings. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in this registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the provisions set forth or described in Item 15
of this Registration Statement, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person, in
connection with the securities registered hereby, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Boca Raton, Florida, on the 11th day of April,
1997.
ADT LIMITED
By /s/ Stephen J. Ruzika
------------------------------
Stephen J. Ruzika
Director and Executive
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities as Directors and Officers of ADT Limited and on the date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
- ----------------------------------------------------- ------------------------------- ---------------------
*
- ----------------------------------------------------- Chairman of the Board and April 11, 1997
Michael A. Ashcroft Chief Executive Officer
(Principal Executive Officer)
/s/ Stephen J. Ruzika
- ----------------------------------------------------- Chief Financial Officer, April 11, 1997
Stephen J. Ruzika Executive Vice President and
Director (Principal Financial
Officer and Principal
Accounting Officer)
*
- ----------------------------------------------------- Director April 11, 1997
John E. Danneberg
*
- ----------------------------------------------------- Director April 11, 1997
Alan B. Henderson
*
- ----------------------------------------------------- Director April 11, 1997
James S. Pasman, Jr.
*
- ----------------------------------------------------- Director April 11, 1997
W. Peter Slusser
*
- ----------------------------------------------------- Director April 11, 1997
William W. Stinson
*
- ----------------------------------------------------- Director April 11, 1997
Raymond S. Troubh
</TABLE>
* By Stephen J. Ruzika, as Attorney-in-fact.
File No: 333-21425
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
______________
EXHIBITS
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADT Limited
(Exact name of Registrant as specified in its charter)
=============================================================================
LIST OF EXHIBITS
Exhibit 4.1- Memorandum of Association (as altered) of the Company, filed as
an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992, is incorporated by reference herein.
Exhibit 4.2- Bye-laws, as amended, of the Company, filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December
31, 1992, is incorporated by reference herein.
Exhibit 4.3- Rights Agreement dated as of November 6, 1996, as amended as of
March 3, 1997, between ADT Limited and Citibank, N.A. as Rights
Agent (including Exhibit A as a supplement to the Bye-laws of the
Company), filed as exhibits to the Company's Schedule 14D-9 on
March 3, 1997, is incorporated by reference herein.
Exhibit 5.1- Opinion of Appleby, Spurling & Kempe as to legality of Shares
offered.
Exhibit 10.1- Common Share Purchase Warrant dated as of July 1, 1996, as
amended on September 27, 1996, filed as exhibits to the
Company's Forms 8-K on July 10, 1996 and September 30, 1996,
is incorporated by reference herein.
Exhibit 23.1 - Consent of Coopers & Lybrand, Independent Accountants, is
incorporated by reference herein.
.
Exhibit 23.2-Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1).
Exhibit 24.1*-Power of Attorney.
* Previously filed as an Exhibit to this Registration Statement.
Exhibit 5.1
JC/sde
Securities and Exchange Commission,
450 Fifth Street, N.W.,
Washington D.C. 20549
U.S.A.
- - and
ADT Limited,
Cedar House,
41 Cedar Avenue,
Hamilton, Bermuda.
Dear Sirs,
Re: ADT LIMITED (the "Company")
We have acted as attorneys in Bermuda for the Company in
connection with the issue of and subsequent sale of 15,086,698 common shares
of US$0.10 each in the capital of the Company (the "Common Shares") as
described in a Registration Statement on Form S-3 (Registration Statement No.
333-21425) as filed by the Company with the Securities and Exchange
Commission on the 10th February, 1997.
This opinion is based upon and confined to the laws of Bermuda
presently in force as currently applied by the Courts of Bermuda. We have
made no investigation of, nor do we express any opinion as to, the laws of any
jurisdiction other than Bermuda.
Unless otherwise defined herein, terms defined in the
Registration Statement have the same meanings when used in this opinion.
In order to render this opinion, we have been supplied with and
have reviewed and relied upon the following documents:
(a) the Certificate of Incorporation, Memorandum of Association and
Bye-laws of the Company;
(b) a copy, certified by [Mr. Stephen Ruzika], a Director of the
Company of the resolutions adopted by the Board of Directors of the Company of
the resolutions adopted by the Board of Directors of the Company at a meeting
held on 7th February, 1997 (the "Resolutions");
(c) a copy of the Registration Statement as filed; and
(d) a copy of the executed Warrant.
We have also relied upon our searches of documents of public
record maintained by the Registrar of Companies in Bermuda and of the Causes
Book of the Supreme Court of Bermuda made on the 6th February, 1997 (the
"Searches").
We have assumed:
(i) that there is no provision of the law, regulation or
public policy of any jurisdiction, other than Bermuda, which might have a
material effect on any of the opinions herein expressed;
(ii) that all matters of fact appearing in the Resolutions
and the Registration Statement are true and complete in all material
respects;
(iii) the genuineness of all signatures on each of the
documents examined by us;
(iv) the conformity to original documents, of all documents
produced to us as copies and the authenticity of all original
documents which, or copies of which, have been submitted to us; and
(v) that the information disclosed by our Searches has not
been materially altered and the searches did not fail to disclose any
material information which had been delivered for filing or
registration, but was not disclosed or did not appear on the public
file at the time of the Searches.
Based upon the foregoing, subject to the reservations set out
below, and to any matters not disclosed to us, we are of the opinion that:
(1) The Company has been duly incorporated as a limited liability
company and is validly existing and in good standing under the laws of
Bermuda and has all requisite corporate power and authority to issue the
Common Shares.
(2) All necessary action has been taken by or on behalf of the Company
and all the necessary authorisations and approvals of Governmental authorities
in Bermuda have been duly obtained for the issue of the Common Shares.
(3) When issued, as described in the Warrant, and upon payment in full
of the price set out therein, 15,000,000 Common Shares will be duly issued and
will be outstanding as fully paid and non-assessable shares of the Company and
according to the Register of Members of the Company 88,698 Common Shares
registered in the name of Mourant & Co. Trustees Limited are fully paid and
are non-assessable shares of the Company.
(4) The issue by the Company of the Common Shares will not breach or
conflict with and will not constitute a default or violation of any of the
terms or provisions of the Company's Memorandum of Association, Certificate of
Incorporation and Bye-laws.
(5) Under Bermuda law, the liability of the holders of Common Shares in
respect of obligations of the Company is limited to the amount unpaid in
respect of their Common Shares.
(6) There are no taxes, duties or other charges payable to or
chargeable by the Government of Bermuda, or any authority or agency thereof,
in respect of the issue of Common Shares.
Our reservations are:
A. Any reference in this opinion to shares being "non-assessable" shall mean,
in relation to fully paid shares of the company and subject to any contrary
provision in any agreement in writing between such company and the holder of
such shares, that no shareholder shall be bound by an alteration to the
Memorandum of Association or Bye-laws of the Company after the date on which
he became a shareholder, if and so far as the alteration requires him to take,
or subscribe for additional shares, or in any way increases his liability to
contribute to the share capital of, or otherwise to pay money to, the Company.
B. We express no opinion as to any law other than Bermuda law and none of the
opinions expressed herein relates to compliance with or matters governed by
the laws of any jurisdiction except Bermuda.
This opinion is addressed to you in connection with the
registration of the Common Shares with the Securities and Exchange Commission
and is not to be made available to any other person or
entity, or for any other purpose, without our prior written consent.
We hereby consent to the inclusion of this opinion as an
Exhibit to the Registration Statement. We also consent to the reference to
our Firm under the caption "Legal Matters."
This opinion is to be governed by and construed in accordance
with the laws of Bermuda and shall not give rise to legal proceedings in any
jurisdiction other than Bermuda.
Yours faithfully,
/s/ Appleby, Spurling & Kempe
