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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 14)
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 7. Certain Negotiations and Transactions by the Subject Company.
The response to Item 7 is hereby amended by adding the following
paragraph:
On June 4, 1997 the Company announced that ADT Operations, Inc.
("ADT Operations"), a Delaware corporation and an indirect wholly owned
subsidiary of the Company, is commencing tender offers to purchase for cash
all of its outstanding 8 1/4% Senior Notes due 2000 and all of its
outstanding 9 1/4% Senior Subordinated Notes due 2003 (the "Notes"). ADT
Operations also announced that it will solicit consents to proposed
amendments to eliminate certain restrictive covenants and amend certain
other provisions of the indentures pursuant to which the Notes were issued.
Both the tender offers and solicitation of consents are subject to the
terms and conditions of an Offer to Purchase and Consent Solicitation
Statement, dated June 4, 1997, and the related Letters of Transmittal and
Consent. The tender offer is being made in connection with the proposed
business combination of Tyco International Ltd., a Massachusetts
corporation, and the Company.
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: June 4, 1997
