SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 11)
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 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 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 "Demand for Western Stockholder List":
On May 8, 1997, the District Court of Shawnee County, Kansas (the
"Kansas Court"), issued a summary order directing Western to produce to ADT
Investments, by May 9, 1997, the information sought in its amended petition,
including a complete list of stockholders of Western. The summary order
stated that the Kansas Court found that (i) ADT Investments had complied with
the requirements of applicable Kansas law, (ii) ADT Investments' stated
purpose for seeking the stockholder list and related records of Western was
reasonably related to ADT Investments' interests as a shareholder of Western
and was therefore a proper purpose under Section 17-6510 of the Kansas General
Corporation Code and (iii) Western had no basis on which to refuse to permit
the requested inspection.
The response to Item 8 is hereby amended by adding the following after
the final paragraph under "Demand for Kansas City Power & Light Stockholder
List":
On May 9, 1997, ADT Investments II filed a petition for a writ of
mandamus in the Circuit Court of Jackson County, Missouri at Kansas City (the
"Missouri Court"). ADT Investment II's petition requested, among other
things, that the Missouri Court grant a writ of mandamus compelling the
President, secretary and treasurer of KCP&L to allow ADT's agents to inspect
and copy the requested documents of KCP&L, including KCP&L's stockholder list.
On May 14, 1997, the Missouri Court issued an order directing KCP&L to
produce to ADT Investments II, on May 14, 1997, the information sought in its
amended petition for a writ of mandamus, including a complete list of
stockholders of KCP&L.
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 16, 1997
