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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 17
FINAL)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
TYCO INTERNATIONAL LTD.
(formerly ADT Limited)
(Name of Subject Company)
TYCO INTERNATIONAL LTD.
(formerly ADT Limited)
(Name of Person(s) Filing Statement)
Common Shares, par value $0.20 per share
(including the associated preference stock purchase rights)
(Title of Class of Securities)
902124 10 6
(CUSIP Number of Class of Securities)
Mark H. Swartz
c/o Tyco International (US) Inc.
One Tyco Park
Exeter, NH 03833
(603) 778-9700
(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:
Joshua M. Berman, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Ave.
New York, New York 10022
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INTRODUCTION
The Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") originally filed on March 4, 1997, by Tyco International
Ltd., a Bermuda corporation, (formerly ADT Limited; 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 the
Company (now with par value $0.20 per share; the "Common Shares"). All
capitalized terms used herein without definition have the respective meanings
set forth in the Schedule 14D-9.
Item 2. Tender Offer of the Bidder.
The response to Item 2 is hereby amended by adding the following after
the final paragraph of the prior response under Item 2:
On July 2, 1997 Western filed Amendment No. 12 to its Schedule 14D-1
relating to the Western Offer attaching a press release announcing the
withdrawal of the Western Offer.
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 July 2, 1997 the Board resolved, by unanimous written consent, (i)
that with respect to the Western Offer only, the Distribution Date (as defined
in the Rights Plan) for the Rights shall be the date on which Western accepts
for exchange or exchanges any shares of the Company pursuant to the Western
Offer 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 and (ii) to effect certain changes to the Rights Plan as
set forth in the Second Amendment to Rights Agreement, dated as of July 2,
1997 (the "Second Amendment").
The Second Amendment was effected (i) to reflect the fact of a reverse
stock split of the Company's Common Shares contemplated by the Merger
Agreement by changing the definition of "Common Shares" to refer, from and
after the effectiveness of the Reverse Stock Split (as defined in the Merger
Agreement), to the common shares of the Company, par value $0.20, as adjusted
by the Reverse Stock Split and (ii) to affirmatively provide that no
Distribution Date shall occur and no person shall become an Acquiring Person
under the Rights Plan, as amended, by reason or as a result of the
consummation of the Merger or any other transactions contemplated by the
Merger Agreement.
Item 7. Certain Negotiations and Transactions by the Subject Company.
The response to Item 7 is hereby amended by adding the following after
the final paragraph of the prior response under Item 7:
On July 2, 1997 the Merger was consummated as described in the press
release attached hereto as Exhibit 99.60 and incorporated herein by reference.
Item 8. Additional Information to be Furnished.
The response to Item 8 is hereby amended by adding the following after
the paragraph beginning "On May 29, 1997 WCI applied to the Bermuda Court . . ."
under "Certain Litigation":
In an order made on June 12, 1997, agreed to by the Company and WCI, the
Bermuda Court made no order on the Company's motion to strike out WCI's
petition (without prejudice to the Company's ability to renew such motion in
the future) and allowed the amendments to the petition sought by WCI and a
further amendment to delete the prayer for an order that the Merger be
enjoined unless shareholders are accorded appraisal rights. WCI agreed to
make an application to stay the proceedings in the U.S. District Court for the
Southern District of Florida.
Item 9. Material to be Filed as Exhibits.
The response to Item 9 is hereby amended by adding the following new
exhibit:
Exhibit 99.60 Tyco Press Release dated July 2, 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.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
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Mark H. Swartz
Chief Financial Officer and Executive Vice
President (Principal Financial Officer and
Principal Accounting Officer)
Dated: July 3, 1997
EXHIBIT 99.60
FOR IMMEDIATE RELEASE CONTACT:
David P. Brownell
Senior Vice President
Tyco International (US) Inc.
(603) 778-9700
TYCO INTERNATIONAL COMPLETES MERGER WITH ADT
Hamilton, Bermuda, July 2, 1997--Tyco International Ltd.
(NYSE-TYC) reported that the previously announced merger with ADT Limited was
completed today, following the approval of the transaction by the shareholders
of the two companies at separate meetings held earlier in the day. In the
merger, shareholders of Tyco received one share of the combined company for
each share of Tyco stock held. Shareholders of ADT received 0.48133 shares of
the combined company for each share of ADT stock held. Former shareholders of
Tyco own approximately 64 percent of the combined company, which adopted the
name Tyco International Ltd. Shares of the combined company will trade on the
New York Stock Exchange under the symbol "TYC" and will also trade on the
London and Bermuda Stock Exchanges.
The combination results in the largest fire and security
business in the world. The ADT electronic security business serves over 1.8
million industrial, commercial and residential customers and is the largest
provider of electronic security services in North America and the United
Kingdom. The Tyco Fire and Safety Services segment, which now includes the
ADT electronic security business, provides fire protection, detection and
security systems and services to industrial, commercial and residential
customers in over 50 countries around the world. The Fire and Safety Services
segment will have sales of over $4.5 billion, of which $2.0 billion will be
recurring revenues from service related businesses.
"The combination of the ADT security business with Tyco's Fire
and Safety Services group creates the world's premier fire and security
company and provides us with the opportunity to serve these growing markets
with a complete product package including design, installation, service and
inspection," said L. Dennis Kozlowski, Tyco's chairman and chief executive
officer. "This full service capability enhances our company wide strategy of
expanding our position in higher margin service related business," he
concluded.
Tyco International, a diversified manufacturing and service
company, is the world's largest manufacturer and installer of fire and safety
systems, the largest provider of electronic security services in North America
and the United Kingdom and has strong leadership positions in disposable
medical products, packaging materials, flow control products, electrical and
electronic components and underwater telecommunication systems. The Company
operates in more than 50 countries around the world and has annual revenues of
approximately $10 billion.
http://www.tycoint.com
