SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ADT Limited
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[ADT logo]
FOR IMMEDIATE RELEASE
March 17, 1997 Press Release
ADT Limited ("ADT")
ADT ACCOUNCES CANCELLATION OF PLANS TO SELL ITS US VEHICLE AUCTION BUSINESS.
- ----------------------------------------------------------------------------
Hamilton, Bermuda, March 17, 1997 -- ADT Limited (NYSE - ADT), announced today
that it has canceled its plans, which were previously announced in November
1996, to sell its United States vehicle auction business, and has terminated
its market purchase program in respect of ADT Operations, Inc. Liquid Yield
Option Notes due 2010.
CERTAIN ADDITIONAL INFORMATION: ADT Limited (the "Company) will be soliciting
proxies against the proposals of Western Resources, Inc. (together with it
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 ADT
Operations, Inc. due August 1, 2003; and (iii) net "long" 31,509 Liquid Yield
Option [Trademark] Notes of ADT Operations, Inc. due 2010, exchangeable for
889,499 of the Company's common shares.
Contact:
ADT
561-988-3600
Note:
This and other press releases are available through Company News On-Call by
fax; call 800-758-5804, extension 112511 or at http://www.prnewswire.com/
- Ends -
