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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 6)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
ADT LIMITED
(Name of Subject Company)
ADT LIMITED
(Name of Person(s) Filing Statement)
Common Shares, par value $0.10 per share
(including the associated preference stock purchase rights)
(Title of Class of Securities)
000915 10 8
(CUSIP Number of Class of Securities)
Stephen J. Ruzika
c/o ADT, Inc.
1750 Clint Moore Road
Boca Raton, FL 33431-0835
(561) 988-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With a copy to:
David W. Ferguson, Esq.
Davis Polk & Wardwell
450 Lexington Ave.
New York, New York 10017
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INTRODUCTION
The Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") originally filed on March 4, 1997, by ADT Limited, a Bermuda
corporation ("ADT" or the "Company"), relates to an offer by Western
Resources, Inc., a Kansas corporation ("Western"), to exchange a combination
of Western common stock, par value $5.00 per share, and cash for any and all
of the outstanding common shares, par value $0.10 per share, including the
associated preference stock purchase rights, of ADT (the "Common Shares").
All capitalized terms used herein without definition have the respective
meanings set forth in the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
The response to Item 9 is hereby amended by adding the following new
exhibits:
Exhibit 99.45 Letter to ADT shareholders mailed on or about April 12,
1997
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
ADT LIMITED
By: /s/ Stephen J. Ruzika
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Stephen J. Ruzika
Chief Financial Officer, Executive Vice
President and Director (Principal
Financial Officer and Principal Accounting
Officer)
Dated: April 14, 1997
Exhibit 99.45
[Letterhead of ADT Limited]
April 11, 1997
To the Common Shareholders
Dear Fellow Shareholders
We understand that Western Resources is corresponding with you, still hoping
to acquire your ADT Common Shares by offering you a mixture of stock and cash
with a maximum stated value of only $22.50. To put that in context, Western's
maximum price is $6.50 less than the initial $29.00 value per ADT Common Share
of ADT's proposed merger with Tyco International Ltd., based on the closing
price per Common Share immediately prior to announcement of the Tyco merger.
We wish to remind you that ADT's board of directors has determined unanimously
that Western's offer is inadequate and not in the best interest of ADT's
shareholders. Accordingly, you are strongly urged not to sign or return any
of the documents sent to you by Western or its agents.
INSTEAD OF VALUE, WESTERN OFFERS CONFUSION--
DON'T BE FOOLED
Yesterday, Western admitted that, after repeated solicitations of tenders for
more than three weeks, owners of nearly all (or 99.9%) of ADT's Common Shares
have not accepted the Western offer. Western also announced that its offer has
been extended to June 17, 1997.
Until its most recent correspondence to you, the stack of offer documents sent
to you by Western did not even mention the more valuable Tyco merger.
Yesterday, in a misleading attempt to confuse you, Western sent you a letter
stating that the superior value of the Tyco merger could be lost if the
weighted average value of Tyco common stock remained below $56.00 for any ten
trading day period after April 8, 1997. Western also informed you that the
weighted average value of Tyco common stock during a five day trading period
prior to April 8 was below $56.00.
We are beginning to think that Western takes pleasure in using facts to
mislead you. We think Western would have been more forthcoming if it had
acknowledged that the weighted average value of Tyco common stock has been
well above $56.00 since April 8 -- a fact that Western knew full well but
withheld from you when it wrote to you on April 9, when Tyco common stock
closed at $58.50. Today, Tyco's common stock closed at $57.75, and ADT's
common stock closed at $25.72.
WESTERN IS OUT FOR ITS OWN GOOD -- AT YOUR EXPENSE
Western Resources has no legal obligation to look out for your interests. It
has no fiduciary obligations toward you and is free to pursue its own personal
and selfish agenda by any means available to it, which is exactly what it's
doing.
Western admits that it wants to acquire your company to fulfill its own
strategic business needs. To accomplish this goal, it is attempting to
replace your board of directors with two of its own employees before it
actually pays you anything. In fact, Western also admits that, if successful,
it might control your company for an indefinite period of time without ever
paying for your shares.
YOUR BOARD WILL MAXIMIZE SHARE VALUE FOR YOU
In contrast to Western, your board of directors has a fiduciary duty to act in
what it believes to be your best interests. For this reason, among others,
your board has unanimously rejected Western's offer and urges you not to sign
or return any of the documents sent to you by Western or its agents. It's
also why we support the superior value of the Tyco merger, which we have
secured for you. We strongly urge you to ignore Western's attempts to confuse
or otherwise fool you into accepting its offer in lieu of the greater value
offered to you by the Tyco merger. For those few of you who have tendered
your shares into the Western offer, we urge you to wake up to Western's game
and withdraw your tenders to Western.
WAIT FOR THE ADT/TYCO PROXY STATEMENT
In the near future, you will receive a proxy statement from ADT containing a
detailed description of the Tyco merger. At the moment, our proxy statement
is on file with the Securities and Exchange Commission and we look forward to
mailing this important document to you shortly.
Until then, we ask that you remain patient and trust that your company's board
and management are doing what must be done to maximize value for you. We will
be communicating with you again soon.
On behalf of the board of directors,
/s/ Michael A. Ashcroft
Michael A. Ashcroft
Chairman and Chief Executive Officer
CERTAIN ADDITIONAL INFORMATION
ADT Limited (the "Company") will be soliciting proxies against the proposals
of Western Resources, Inc. (together with its subsidiaries, "Western") and
revocations of proxies previously given to Western for such proposals. The
following individuals may be deemed to be participants in the solicitation of
proxies and revocations of proxies by the Company: ADT Limited, Michael A.
Ashcroft, John E. Danneberg, Alan B. Henderson, James S. Pasman, Jr., Stephen
J. Ruzika, W. Peter Slusser, William W. Stinson, Raymond S. Troubh and Angela
E. Entwistle. As of March 17, 1997, Mr. Ashcroft is the beneficial owner of
11,075,718 of the Company's common shares, Mr. Danneberg is the beneficial
owner of 102 of the Company's common shares, Mr. Henderson is the beneficial
owner of 621 of the Company's common shares, Mr. Pasman is the beneficial
owner of 2,000 of the Company's common shares, Mr. Ruzika is the beneficial
owner of 1,157,405 of the Company's common shares, Mr. Slusser is the
beneficial owner of 2,800 of the Company's common shares, Mr. Stinson is the
beneficial owner of 3,010 of the Company's common shares, Mr. Troubh is the
beneficial owner of 2,500 of the Company's common shares and Ms. Entwistle is
the beneficial owner of 29,500 of the Company's common shares. The Company
has retained Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") to act as its financial advisor in connection with Western's
proposals. Merrill Lynch is an investment banking firm that provides a full
range of financial services for institutional and individual clients. Merrill
Lynch does not admit that it or any of its directors, officers or employees
is a "participant" as defined in Schedule 14A ("Schedule 14A") promulgated by
the Commission under the Securities Exchange Act of 1934, as amended, in the
proxy solicitation, or that such Schedule 14A requires the disclosure of
certain financial information concerning Merrill Lynch. In connection with
Merrill Lynch's role as financial advisor to the Company, Merrill Lynch and
the following investment banking employees of Merrill Lynch may communicate
in person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are shareholders of the Company: Barry Friedberg
(Executive Vice President), Richard Johnson (Managing Director), Huston
McCollough (Managing Director), Hugh O'Hare (Vice President), Robert Simensky
(Vice President) and Paul Bastone (Associate). In the normal course of its
business, Merrill Lynch regularly buys and sells securities issued by the
company and its affiliates ("ADT Securities") for its own account and for the
accounts of its customers, which transactions may result from time to time in
Merrill Lynch and its associates having a net "long" or net "short" position
in ADT Securities or option contracts with other derivatives in or relating to
ADT Securities. As of February 28, 1997, Merrill Lynch held positions in ADT
Securities as principal as follows: (i) net "short" 769,995 of the Company's
common shares; (ii) net "long" 46,000 par amount of 9.25% Guaranteed Senior
Subordinated Notes of the Company due August 1, 2003; and (iii) net "long"
31,509 Liquid Yield Option[Trademark] Notes of the Company due 2010,
exchangeable for 889,499 of the Company's common shares.
