==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE 14D-9
(AMENDMENT NO. 13)
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
==============================================================================
INTRODUCTION
The Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") originally filed on March 4, 1997, by ADT Limited, a Bermuda
corporation ("ADT" or the "Company"), relates to an offer by Western
Resources, Inc., a Kansas corporation ("Western"), to exchange a combination
of Western common stock, par value $5.00 per share, and cash for any and all
of the outstanding common shares, par value $0.10 per share, including the
associated preference stock purchase rights, of ADT (the "Common Shares").
All capitalized terms used herein without definition have the respective
meanings set forth in the Schedule 14D-9.
Item 7. Certain Negotiations and Transactions by the Subject Company.
The response to Item 7 is hereby amended by deleting the last paragraph
and replacing it with the following:
The Company has had preliminary discussions with Western concerning the
possible termination of the Western Offer and related proxy solicitation and
settlement of outstanding litigation between Western and the Company. These
discussions, which began after an approach was made to the Company,
are ongoing. However, there can be no assurance that any agreement
will be reached with Western.
Item 8. Additional Information to be Furnished.
The response to Item 8 is hereby amended by adding the following after
the final paragraph under "Other Information":
On May 21, 1997, ADT Investments II filed a preliminary proxy statement
with the SEC to be able to communciate directly with KCP&L shareholders
regarding the Western Offer. Depending on actions taken by Western in
connection with the Western Offer, ADT Investments II reserves the right to
solicit proxies at any special meeting of KCP&L shareholders to consider
KCP&L's proposed merger with Western.
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: May 21, 1997
